Common use of Definition of Change in Control Clause in Contracts

Definition of Change in Control. For purposes of this Agreement, a “Change in Control” shall mean the happening of any of the following events: (a) An acquisition by any individual, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any individual who becomes a member of the Board subsequent to the date of this Agreement, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur. (e) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

Definition of Change in Control. For purposes of this Agreementhereof, a “Change in Control” shall mean be deemed to occur on the happening first to occur of any one of the following events: : (a) An acquisition by any individualthe consummation of a consolidation, entity merger, share exchange or reorganization involving the Company, unless such consolidation, merger, share exchange or reorganization is a “groupNon-Control Transaction” (as defined below); (b) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all, or substantially all, of the assets of the Company (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by the meaning Company of all, or substantially all, of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale; (c) any person (as such term is used in Section 13(d)(313(d) or and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than (1) the Company, (2) any subsidiary of the Company, (3) a “Person”trustee or other fiduciary holding securities under any employee benefit plan (or any trust forming a part thereof) maintained by the Company or any subsidiary or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock in the Company) is or becomes the beneficial ownership owner (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act Act), directly or indirectly, of 1934securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company after the date hereof pursuant to express authorization by the Board that refers to this exception) representing more than 20% of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) Stock or (2) the combined voting power of the Company’s then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”)securities; excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5d) the following individuals cease for any Change in Control triggered solely because the percentage reason to constitute a majority of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the directors then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the serving: individuals who, as of the date of this Agreementhereof, constitute the entire Board of Directors of the Company (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for and any reason to constitute at least new director (other than a majority director whose initial assumption of the Board; provided, however, for purposes of this Section II(14)(boffice is in connection with an actual or threatened election contest) that any individual who becomes a member of whose appointment or election by the Board subsequent to the date of this Agreement, whose election, or nomination for election by the Company’s stockholders, stockholders was approved or recommended by a vote of at least a majority of those individuals who are members two-thirds of the Board and directors then still in office who either were also members directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended. Notwithstanding the foregoing, no “Change in Control” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Incumbent Board (Common Stock immediately prior to such transaction or deemed series of transactions continue to be such pursuant to this proviso) shall be considered as though such individual were a member of have substantially the Incumbent Board; but, provided, further, same proportionate ownership in an entity that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of owns all or substantially all of the assets or voting securities of the Company (immediately following such transaction or series of transactions. A “Corporate Non-Control Transaction”); excluding” shall mean a consolidation, howevermerger, such a Corporate Transaction pursuant to which (1) all share exchange or substantially all reorganization of the individuals and entities who are Company where (a) the beneficial owners, respectively, stockholders of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to before such Corporate Transaction will consolidation, merger, share exchange or reorganization beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or and the combined voting power of the outstanding voting securities of the corporation resulting from such corporation entitled to vote generally in consolidation, merger, share exchange or reorganization (the election of directors except to “Surviving Corporation”); (b) the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will immediately prior to the execution of the agreement providing for such consolidation, merger, share exchange or reorganization constitute at least a majority 50% of the members of the board of directors of the corporation resulting from such Corporate TransactionSurviving Corporation; or and (dc) The approval by no person (other than (1) the stockholders Company, (2) any subsidiary of the Company of or (3) any employee benefit plan (or any trust forming a complete liquidation or dissolution of part thereof) maintained by the Company, the Surviving Corporation or a complete dissolution any subsidiary) is or liquidation becomes the beneficial owner, directly or indirectly, of securities of the Company shall otherwise occur. (enot including in the securities beneficially owned by such person any securities acquired directly from the Company after the date hereof pursuant to express authorization by the Board that refers to this exception) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile representing more than 20% of the Companythen outstanding shares of the common stock of the Surviving Corporation or the combined voting power of the Surviving Corporation’s then outstanding voting securities.

Definition of Change in Control. For purposes of this AgreementSection 1 only, a “Change in Control” shall mean the happening of any of the following eventsbe determined as follows: (ai) An acquisition by The consummation of a merger or consolidation of the Company, or any individualsubsidiary of the Company, with or into another entity or “group” any other corporate reorganization, if immediately after such transaction the Ownership Percentage (within the meaning of Section 13(d)(3) or 14(d)(2as defined below) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3% or more of either (1) the then outstanding shares of common stock persons who were not stockholders of the Company (the “Outstanding Company Common Stock”) immediately before such transaction is 30% or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Boardmore; provided, however, for purposes of this Section II(14)(b) that any individual who becomes a member of the Board subsequent to the date of this Agreementif such percentage is less than 50%, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect Directors may determine prior to the election or removal consummation of directors or other actual or threatened solicitation such transaction that a Change of proxies or consents by or on behalf of a Person other than the Board shall Control has not be so considered as a member of the Incumbent Board; oroccurred after considering all relevant factors; (cii) Consummation of a reorganizationThe sale, merger or consolidation or sale transfer or other disposition of all or substantially all of the assets Company’s assets; (iii) A change in the composition of the Board, as a result of which fewer than two-thirds of the incumbent directors are directors who either (A) had been directors of the Company on the date hereof (the “Corporate Transactionoriginal directors”) or (B) were elected, or nominated for election, to the Board with the approval of at least a majority of the sum of (I) the original directors who were still in office at the time of the election or nomination and (II) the directors whose election or nomination was previously so approved (collectively, the “Incumbent Directors”); excluding, however, such or (iv) Any transaction as a Corporate Transaction pursuant to result of which any person is the “beneficial owner” (1) all or substantially all of as defined in Rule 13d-3 under the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially ownExchange Act), directly or indirectly, more than 50of securities of the Company representing at least 25% of, respectively, of the outstanding shares of common stock, and the combined total voting power of represented by the Company’s then outstanding voting securities entitled to vote generally securities. For purposes of this Subsection (g), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the election Securities Exchange Act of directors1934, as the case may beamended, but shall exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all of a Parent or substantially all Subsidiary and (B) a corporation owned directly or indirectly by the stockholders of the Company’s assets either directly or through one or more subsidiaries) Company in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or Company. For purposes of Paragraph (i) above, the combined term “Ownership Percentage” means the percentage of the voting power of the outstanding voting securities of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such corporation entitled continuing or surviving entity. For purposes of the proviso in Paragraph (i) above, the factors to vote generally be considered by the Board in determining that a Change in Control has not occurred shall include, without limitation: (A) The Ownership Percentage; (B) Whether there is a change in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members composition of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by the stockholders Directors of the Company or the continuing or surviving entity; (C) Whether there is a change in the management of the Company or the continuing or surviving entity; (D) The extent of the anticipated change in the business, operations or assets of the Company or the continuing or surviving entity; (E) The level of severance benefits available to comparable management at any entity other than the Company resulting from any transaction specified in Paragraphs (i) through (iv) above; and (F) Whether treating the transaction as a complete liquidation Change in Control for purposes of this Agreement is necessary or dissolution desirable for purposes of achieving the business objectives of the transaction specified in Paragraphs (i) through (iv) above. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company, ’s incorporation or to create a complete dissolution or liquidation of holding company that will be owned in substantially the Company shall otherwise occur. (e) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for same proportions by the purpose of changing the domicile of persons who held the Company’s securities immediately before such transaction.

Definition of Change in Control. For purposes of As used in this Agreement, a “Change in Control” shall mean the happening of any of the following eventsCompany means: (ai) An acquisition The acquisition, within a 12-month period ending on the date of the most recent acquisition, by any individual, entity or “group” group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934as in effect from time to time) of 33 1/3% thirty-five percent (35%) or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”)directors; excludingprovided, however, that the followingfollowing acquisitions shall not constitute an acquisition of control: (1A) any acquisition by a Person who, immediately before the commencement of the 12-month period, already held beneficial ownership of thirty-five percent (35%) or more of that combined voting power; (B) any acquisition directly from the Company, other than Company (excluding an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Companyprivilege), (2C) any acquisition by the Company, (3D) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity corporation controlled by the Company, or (4E) any acquisition by any corporation pursuant to a transaction which complies with reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (1A), (2B) and (3C) of subsection (iii) of this Section II(14), or 7.12 are satisfied; (5ii) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result The replacement of a repurchase or other acquisition majority of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition members of the Board such that the individuals whoof Directors during any 12-month period, as of the date of this Agreement, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least by members whose appointment or election is not endorsed by a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any individual who becomes a member members of the Board subsequent of Directors prior to the date of this Agreement, whose the appointment or election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or; (ciii) Consummation of a A reorganization, merger or consolidation consolidation, in each case, unless, following such reorganization, merger or sale or other disposition of all or substantially all of the assets of the Company consolidation, (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors except to is then beneficially owned, directly or indirectly, by all or substantially all of the extent that such ownership existed individuals and entities who were the beneficial owners, respectively, of the outstanding Company common stock and outstanding Company voting securities immediately prior to such reorganization, merger or consolidation in substantially the Corporate Transactionsame proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the outstanding Company stock and outstanding Company voting securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan or related trust of the Company or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, twenty-five percent (25%) or more of the outstanding Company common stock or outstanding voting securities, as the case may be) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (3C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; orreorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; (div) The approval by the stockholders of the Company of a A complete liquidation or dissolution of the Company; or (v) The sale or other disposition of all or substantially all of the assets of the Company, other than any of the following dispositions: (A) to a corporation with respect to which following such sale or a complete dissolution other disposition (x) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or liquidation indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company common stock and outstanding Company voting securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Company common stock and outstanding Company voting securities, as the case may be, (y) no Person (excluding the Company and any employee benefit plan or related trust of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, twenty-five percent (25%) or more of the outstanding Company common stock or outstanding Company voting securities, as the case may be) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (z) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company; (B) to a shareholder of the Company in exchange for or with respect to its stock; (C) to a Person that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all outstanding stock of the Company; or (D) to an entity, at least fifty percent (50%) or more of the total value or voting power of which is owned, directly or directly, by the Company or by a Person described in (C). Despite any other provision of this Section 7.12 to the contrary, an occurrence shall otherwise occur. (e) The term not constitute a Change in Control shall if it does not include constitute a sale change in the ownership or effective control, or in the ownership of assets, merger or other transaction effected exclusively for the purpose of changing the domicile a substantial portion of the Companyassets of, the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code and its interpretive regulations.

Definition of Change in Control. For purposes of this Agreementhereof, a “Change in Control” shall mean be deemed to occur on the happening first to occur of any one of the following events: : (a) An acquisition by any individualthe consummation of a consolidation, entity merger, share exchange or reorganization involving the Company, unless such consolidation, merger, share exchange or reorganization is a “groupNon-Control Transaction” (as defined below); (b) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all, or substantially all, of the assets of the Company (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by the meaning Company of all, or substantially all, of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale; (c) any person (as such term is used in Section 13(d)(313(d) or and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than (1) the Company, (2) any subsidiary of the Company, (3) a “Person”trustee or other fiduciary holding securities under any employee benefit plan (or any trust forming a part thereof) maintained by the Company or any subsidiary or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock in the Company) is or becomes the beneficial ownership owner (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act Act), directly or indirectly, of 1934securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company after the date hereof pursuant to express authorization by the Board that refers to this exception) representing more than 20% of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) Stock or (2) the combined voting power of the Company’s then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”)securities; excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5d) the following individuals cease for any Change in Control triggered solely because the percentage reason to constitute a majority of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the directors then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the serving: individuals who, as of the date of this Agreementhereof, constitute the entire Board of Directors of the Company (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for and any reason to constitute at least new director (other than a majority director whose initial assumption of the Board; provided, however, for purposes of this Section II(14)(boffice is in connection with an actual or threatened election contest) that any individual who becomes a member of whose appointment or election by the Board subsequent to the date of this Agreement, whose election, or nomination for election by the Company’s stockholders, stockholders was approved or recommended by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur. (e) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.at

Definition of Change in Control. For purposes of this the Agreement, a “------------------------------- "Change in Control” shall mean " of the happening Company will be deemed to occur as of the first day that any one or more of the following eventscondition is satisfied: (ai) An acquisition by any individual, entity or “group” The "beneficial ownership" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of 33 1/3% or securities representing more than 20 percent (20%) of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding "Company Voting Securities”); excluding") is accumulated, howeverheld or acquired by a Person (as defined in Section 3(a)(9) of the Exchange Act, the following: as modified, and used in Sections 13(d) and 14(d) thereof) (1) any acquisition directly from other than the Company, any trustee or other than fiduciary holding securities under an acquisition by virtue employee benefit plan of the exercise of a conversion privilege unless the security being so converted was itself acquired Company or an affiliate thereof, any corporation owned, directly from the Companyor indirectly, (2) any acquisition by the Company's stockholders in substantially the same proportions as their ownership of stock of the Company); provided, (3) however that any acquisition by any employee benefit plan (or related trust) sponsored or maintained by from the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which that complies with clauses (1A), (2B) and (3C) of subsection subparagraph (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if paragraph will not be a Change in Control would occur under this subparagraph (but for the operation i), and provided further, that immediately prior to such accumulation, holding or acquisition, such Person was not a direct or indirect beneficial owner of this sentence) as a result 20 percent or more of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occurCompany Voting Securities; or (bii) A change in the composition of the Board such that the individuals Individuals who, as of the date of this the Agreement, constitute the Board of Directors (such Board shall be hereinafter referred to as the “"Incumbent Board”") cease for any reason to constitute at least a majority of the BoardBoard of Directors; provided, however, for purposes of this Section II(14)(b) that any individual who becomes becoming a member of the Board director subsequent to the date of this Agreement, hereof whose election, or nomination for election by the Company’s 's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of directors then comprising the Incumbent Board (or deemed to be such pursuant to this proviso) shall will be considered as though such individual were a member of the Incumbent Board; but, providedbut excluding, furtherfor this purpose, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent BoardDirectors; or (ciii) Consummation by the Company of a reorganization, merger or consolidation consolidation, or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets or stock of another entity (“Corporate Transaction”a "Business Combination"); excluding, howeverin each case, unless immediately following such a Corporate Transaction pursuant to which Business Combination: (1A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 5060% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, directors of (x) the corporation resulting from such Corporate Transaction Business Combination (includingthe "Surviving Corporation"), without limitationor (y) if applicable, a corporation which that as a result of such transaction owns the Company or all or substantially all of the Company’s 's assets either directly or through one or more subsidiaries) subsidiaries (the "Parent Corporation"), is represented, directly or indirectly by Company Voting Securities outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Corporate TransactionBusiness Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2B) no Person (other than the Company, excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate TransactionBusiness Combination) will beneficially ownowns, directly or indirectly, 33 1/320% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities eligible to elect directors of such corporation entitled to vote generally in the election of directors Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) except to the extent that such ownership of the Company existed prior to the Corporate Transaction, Business Combination and (3C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate TransactionBusiness Combination; or (div) The approval Approval by the Company's stockholders of the Company of a complete liquidation or dissolution of the Company. However, or in no event will a complete dissolution or liquidation of the Company shall otherwise occur. (e) The term Change in Control shall not include be deemed to have occurred, with respect to the Executive, if the Executive is part of a sale purchasing group that consummates the Change in Control transaction. The Executive will be deemed "part of assets, merger or other transaction effected exclusively a purchasing group" for the purpose of changing the domicile purposes of the Companypreceding sentence if the Executive is an equity participant in the purchasing company or group (except: (i) passive ownership of less than two percent (2%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the nonemployee continuing Directors).

Definition of Change in Control. For purposes of this Agreement, a “"Change in Control” " of the Company shall mean the happening of be deemed to occur if any of the following eventsoccur: (a) An acquisition by any individual, entity or “group” Any "person" (within the meaning of Section 13(d)(3as such term is used in Sections 13(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) after the date of this Agreement first acquires or becomes a "beneficial owner" (a “Person”) of beneficial ownership (within the meaning of as defined in Rule 13d-3 promulgated or any successor rule under the Securities Exchange Act Act), directly or indirectly, of 1934) securities of 33 1/3the Company representing 30% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the Company's then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company "Voting Securities”"); excluding, provided, however, that the following: following shall not constitute a Change in Control pursuant to this Section 4.6: (1i) any acquisition of Shares or Voting Securities of the Company directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, ; (2ii) any acquisition or beneficial ownership by the Company, Company or a subsidiary; (3iii) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, one or more of its subsidiaries; (4iv) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held beneficial ownership by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any individual who becomes a member of the Board subsequent to the date of this Agreement, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest corporation with respect to which, immediately following such acquisition, more than 50% of both the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member combined voting power of the Incumbent Board; or (c) Consummation Company's then outstanding Voting Securities and the Shares of a reorganization, merger or consolidation or sale or other disposition of the Company is then beneficially owned by all or substantially all of the assets persons who beneficially owned Voting Securities and Shares of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, acquisition in substantially the outstanding shares same proportions as their ownership of common stock, such Voting Securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directorsShares, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, acquisition; (2b) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a A majority of the members of the board Board of Directors of the Company shall not be Continuing Directors. "Continuing Directors" shall mean: (A) individuals who, on the date hereof, are directors of the corporation resulting from such Corporate Transaction; or Company, (dB) The approval individuals elected as directors of the Company subsequent to the date hereof for whose election proxies shall have been solicited by the Board of Directors of the Company, (C) individuals elected as directors of the Company subsequent to the date hereof pursuant to a nomination or board representation right of preferred stockholders of the Company or (D) any individual elected or appointed by the Board of a complete liquidation or dissolution of the Company, or a complete dissolution or liquidation Directors of the Company shall otherwise occur. (e) The term Change in Control shall not include a sale to fill vacancies on the Board of assets, merger or other transaction effected exclusively for the purpose of changing the domicile Directors of the Company.Company caused by death or resignation (but not by removal) or to fill newly-created directorships;

Definition of Change in Control. For purposes of this Agreement, a “"Change in Control” " of the Company shall mean be deemed to have occurred if the happening of event set forth in any one of the following eventsparagraphs shall have occurred: (ai) An acquisition by any individualPerson is or becomes the Beneficial Owner, entity directly or “group” (within the meaning indirectly, of Section 13(d)(3) or 14(d)(2) securities of the Securities Exchange Act of 1934Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3representing 30% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the Company's then outstanding voting securities of the Company entitled to vote generally securities, excluding any Person who becomes such a Beneficial Owner in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to connection with a transaction which complies with clauses described in clause (1), (2) and (3A) of subsection paragraph (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occurbelow; or (bii) A change in the composition of the Board such that the following individuals who, as of the date of this Agreement, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; providednumber of directors then serving: individuals who, howeveron July 19, for purposes 2000, constitute the board of this Section II(14)(b) that any individual who becomes a member directors of the Board subsequent Company (sometimes hereafter referred to as the "Board") and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the date election of this Agreement, directors of the Company) whose election, appointment or election by the Board or nomination for election by the Company’s stockholders, 's stockholders was approved or recommended by a vote of at least a majority of those individuals who are members two-thirds (2/3) of the Board and directors then still in office who either were also members of the Incumbent Board (directors on July 19, 2000 or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; butwhose appointment, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors nomination for election was previously so approved or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Boardrecommended; or (ciii) Consummation of there is consummated a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all any direct or indirect subsidiary of the individuals and entities who are Company with any other corporation, other than (A) a merger or consolidation which would result in the beneficial owners, respectively, voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Corporate Transaction will beneficially own, directly merger or indirectly, more than 50consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from surviving entity or any parent thereof outstanding immediately after such Corporate Transactionmerger or consolidation, or (B) will beneficially owna merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, 33 1/3of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the Company's then outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transactionsecurities; or (div) The approval by the stockholders of the Company approve a plan of a complete liquidation or dissolution of the Company, or a complete dissolution sale or liquidation disposition (whether by reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, or other similar corporate transaction or event) by the Company of all or substantially all of the Company's assets (in one transaction or a series of transactions within any period of 24 consecutive months) other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. However, a sale or disposition by the Company of all or substantially all of the Company's assets to an entity (or two or more entities in one transaction or a series of transactions within any period of 24 consecutive months), at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition shall otherwise occur. (e) The term be considered a Change in Control shall of the Company for purposes of this Agreement if the Executive is not include offered employment with such entity (or one of such entities) on terms comparable to those described in Section 3(g) hereof. The sale or disposition of a sale of assets, merger subsidiary or other transaction effected exclusively for the purpose of changing the domicile a division of the Company., or certain assets of the Company (or of a subsidiary of the Company), shall not be a Change in Control unless any such transaction or series of related transactions results in a sale or disposition by the Company of all or substantially all of the Company's assets as provided in subparagraph (iv) above. For purposes hereof:

Definition of Change in Control. For purposes of this Trust Agreement, a “Change in Control” shall mean the happening of any of the following events: (a) An acquisition by any individual, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the individuals who, have occurred as of the date that one or more of the following occurs: (i) Individuals who, on the date of this Agreementamendment, constitute the entire Board (such Board shall be hereinafter referred to as the “Incumbent BoardDirectors”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any individual who becomes becoming a member of the Board director subsequent to the date of this Agreement, hereof whose election, or nomination for election by the Company’s stockholdersshareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the then Incumbent Board (or deemed to be such pursuant to this proviso) Directors shall be considered as though such individual were a member of the was an Incumbent Board; butDirector, providedbut excluding, further, that for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to contest, as such terms are used in Rule 14a-11 under the election or removal Securities Exchange Act of directors 1934, as amended or other actual or threatened solicitation of proxies or consents by or on behalf of a any Person (as defined below) other than the Board Board; (ii) The stockholders of the Company shall not be so considered approve any merger, consolidation or recapitalization of the Company (or, if the capital stock of the Company is affected, any subsidiary of the Company), or any sale, lease, or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a member of the Incumbent Board; or (csingle plan) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (each of the foregoing being an “Corporate Acquisition Transaction”); excluding, however, such a Corporate Transaction pursuant to which ) where (1) all or substantially all the shareholders of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Acquisition Transaction will would not immediately after such Acquisition Transaction beneficially own, directly or indirectly, shares or other ownership interests representing in the aggregate eighty percent (80%) or more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of (a) the then outstanding voting securities entitled to vote generally in common stock or other equity interests of the election corporation or other entity surviving or resulting from such merger, consolidation or recapitalization or acquiring such assets of directorsthe Company, as the case may be, or of its ultimate parent corporation or other entity, if any (in either case, the “Surviving Entity”), and (b) the Combined Voting Power of the corporation resulting from then outstanding Voting Securities of the Surviving Entity or (2) the Incumbent Directors at the time of the initial approval of such Corporate Acquisition Transaction (includingwould not immediately after such Acquisition Transaction constitute a majority of the Board of Directors, without limitationor similar managing group, of the Surviving Entity; provided, however, that, notwithstanding the foregoing, a corporation which Change of Control shall not be deemed to have occurred for purposes of this Subsection (ii) if each of the following conditions are met: (a) the Acquisition Transaction is between the Company and/or its Affiliates, on the one hand, and Millennium Chemicals Inc. (“Millennium”) and/or its Affiliates, on the other hand, (b) the Company or an entity that was a wholly owned subsidiary of the Company prior to the Acquisition Transaction has a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, immediately after completion of the Acquisition Transaction, and (c) as a result of such transaction owns the Acquisition Transaction, the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiariesits Affiliates own a greater percentage equity interest in Equistar Chemicals, LP (“Equistar”) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially ownwas owned, directly or indirectly, 33 1/3% by the Company immediately prior to such Acquisition Transaction; (iii) The stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company; or (iv) Any Person shall be or become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing in the aggregate more of, respectively, than twenty percent (20%) of either (A) the then outstanding shares of common stock of the corporation resulting from such Corporate Transaction Company (“Common Shares”) or (B) the combined voting power Combined Voting Power of the all then outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by the stockholders of the Company of a complete liquidation or dissolution Voting Securities of the Company; provided, or however, that notwithstanding the foregoing, a complete dissolution or liquidation of the Company shall otherwise occur. (e) The term Change in Control shall not include be deemed to have occurred for purposes of this Subsection (iv): (1) Solely as a sale result of assetsan acquisition of securities by the Company which, merger by reducing the number of Common Shares or other transaction effected exclusively Voting Securities outstanding, increases (a) the proportionate number of Common Shares beneficially owned by any Person to more than twenty percent (20%) of the Common Shares then outstanding, or (b) the proportionate voting power represented by the Voting Securities beneficially owned by any Person to more than twenty percent (20%) of the Combined Voting Power of all then outstanding Voting Securities; (2) Solely as a result of an acquisition of securities directly from the Company, except for any conversion of a security that was not acquired directly from the purpose Company; or (3) Solely as a result of changing a direct or indirect acquisition by Occidental Petroleum Corporation (“Occidental”) or Millennium, or any Affiliate of either of them, of beneficial ownership of securities representing, (x) in the domicile case of Occidental (with its Affiliates), no more than forty percent (40%), (y) in the case of Millennium (with its Affiliates), no more than forty percent (40%), and (z) in the case of Occidental (with its Affiliates) and Millennium (with its Affiliates) in the aggregate, no more than forty-nine percent (49%), of either (A) the then outstanding Common Shares or (B) the Combined Voting Power of all then outstanding Voting Securities of the Company, pursuant to or as contemplated under any agreement between the Company and Occidental and/or Millennium or Affiliates of either of them (including any subsequent related transaction or series of related transactions or acquisitions of Voting Securities of the Company by Occidental and/or Millennium or their Affiliates or assignees approved by the Incumbent Directors prior to the consummation of such transaction or series of related transactions) where, as a result of such transaction or series of related transactions, the Company or a Surviving Entity owns, directly or indirectly, a greater percentage equity interest in Equistar than was owned, directly or indirectly, by the Company immediately prior to such transaction or series of related transactions; provided, further, that if any Person referred to in paragraph (1) or (2) of this Subsection (iv) shall thereafter become the beneficial owner of additional shares or other ownership interests representing one percent (1%) or more of the outstanding Common Shares or one percent (1%) or more of the Combined Voting Power of the Company (other than (x) pursuant to a stock split, stock dividend or similar transaction or (y) as a result of an event described in paragraph (1), (2) or (3) of this Subsection (iv)), then a Change in Control shall be deemed to have occurred for purposes of this Subsection (iv). (v) For purposes of this definition of Change in Control, the following capitalized terms have the following meanings:

Definition of Change in Control. For the purposes of this Agreement, a “Change in Control” shall mean the happening of any of the following events: be deemed to have occurred if (a) An acquisition by any individual, entity or “group” person (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) (a “Person”) of becomes the beneficial ownership owner (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934Act) of 33 1/340% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in Company; or (b) there shall have been consummated a consolidation, merger or reorganization of the election of directors (the “Outstanding Company Voting Securities”); excludingCompany, however, the following: unless (1) any acquisition directly from the Company, other than an acquisition by virtue stockholders of the exercise Company immediately before such consolidation, merger or reorganization own, directly or indirectly, at least a majority of a conversion privilege unless the security being so converted was itself acquired directly combined voting power of the outstanding voting securities of the corporation or other entity resulting from the Companysuch consolidation, merger or reorganization, (2) any acquisition by individuals who were members of the CompanyBoard immediately prior to the execution of the agreement providing for such consolidation, (3) any acquisition by any employee benefit plan (merger or related trust) sponsored reorganization constitute a majority of the board of directors of the surviving corporation or maintained by of a corporation directly or indirectly beneficially owning a majority of the Company or any entity controlled by voting securities of the Companysurviving corporation, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result no person beneficially owns more than 40% of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional combined voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage power of the then outstanding voting securities owned of the surviving corporation (other than a person who is (A) the Company or a subsidiary of the Company, (B) an employee benefit plan maintained by the Subject Person over Company, the designated percentage thresholdsurviving corporation or any subsidiary, then a Change in Control shall be deemed to occur; or or (bC) A change in the composition beneficial owner of 40% or more of the Board combined voting power of the outstanding voting securities of the Company immediately prior to such that the consolidation, merger or reorganization); or (c) individuals who, as of the date of this Agreementfollowing the IPO Date, constitute the entire Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) provided that any individual who becomes becoming a member of the Board director subsequent to the date of this Agreement, IPO Date whose election, appointment or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members two-thirds of the Board and who were also members of directors then comprising the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to (d) the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member stockholders of the Incumbent Board; or (c) Consummation Company approve the complete liquidation or dissolution of the Company, or a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan to an entity described in (or related trustb) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or a complete dissolution or liquidation of the Company shall otherwise occurabove). (e) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

Definition of Change in Control. For purposes of this Trust Agreement, a “Change in Control” shall mean be deemed to occur on the happening of any date that one or more of the following eventsoccurs: (ai) An acquisition by any individual, entity or “group” (within Individuals who constitute the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the entire Board such that the individuals who, as of on the date of this Agreement, constitute the Board amendment (such Board shall be hereinafter referred to as the “Incumbent BoardDirectors”) then cease for any reason to constitute at least a Board majority of the Boardfor any reason; provided, however, for purposes of this Section II(14)(b) that any individual who becomes a member of the Board subsequent to after the date of this Agreement, whose election, amendment also shall be considered an Incumbent Director if the individual’s election or nomination for election by the Company’s stockholders, shareholders was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the then Incumbent Board (or deemed to be such pursuant to this proviso) Directors, but an individual shall not be considered as though such individual were a member of an Incumbent Director if the Incumbent Board; but, provided, further, that any such individual whose individual’s initial assumption of office occurs as a result of either an actual or threatened election contest with respect to contest, as those terms are used in Rule 14a-11 under the election Securities Exchange Act of 1934, as amended, or removal as a result of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a any Person (as defined below) other than the Board shall not be so considered as a member of the Incumbent Board; or; (cii) Consummation The consummation of a any merger, consolidation, amalgamation, reorganization, merger share exchange or consolidation or sale or other disposition of all or substantially all of the assets recapitalization of the Company (“Corporate Transaction”or, if the Company’s capital stock is affected, any Company subsidiary); excluding, howeveror any sale, such lease, exchange or other transfer (in one transaction of a Corporate Transaction pursuant to which (1) all series of transactions contemplated or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which arranged by any party as a result single plan) of such transaction owns the Company or all or substantially all of the Company’s assets either (each of the foregoing being an “Acquisition Transaction”) where: (1) the Company’s shareholders immediately before that Acquisition Transaction do not beneficially own, directly or through one indirectly, immediately after that Acquisition Transaction shares or other ownership interests representing in the aggregate fifty percent (50%) or more subsidiariesof (a) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, then outstanding common stock or other equity interests of the Outstanding Company Common Stock and Outstanding Company Voting Securitiescorporation or other entity surviving or resulting from the merger, consolidation, amalgamation, reorganization, share exchange or recapitalization or acquiring such assets of the Company, as the case may be, or of its ultimate parent corporation or other entity, if any (the “Surviving Entity”), and (b) the Combined Voting Power of the Surviving Entity’s then outstanding Voting Securities, or (2) no the Incumbent Directors who initially approved the Acquisition Transaction do not constitute a majority of the Board of Directors, or similar managing group, of the Surviving Entity immediately after that Acquisition Transaction, or (3) any Person directly or indirectly becomes the Beneficial Owner of the Surviving Entity’s securities representing, in the aggregate, more than twenty percent (other 20%) of either (A) the Surviving Entity’s then outstanding shares of common stock (“Common Shares”) or (B) the Combined Voting Power of all the Surviving Entity’s then outstanding Voting Securities, and that Person’s direct or indirect Beneficial Ownership of the Combined Voting Power of the outstanding Voting Securities of the Surviving Entity immediately after the Acquisition Transaction is more than five percentage points greater than that Person’s Beneficial Ownership in the Company, any employee benefit plan (or related trust) Combined Voting Power of the outstanding Voting Securities of the Company immediately before the Acquisition Transaction was initially approved; (iii) The Company’s stockholders approve any plan or such corporation resulting from such Corporate Transactionproposal to liquidate or dissolve the Company; or (iv) will beneficially ownAny Person becomes, directly or indirectly, 33 1/3% the Beneficial Owner, of Company securities representing, in the aggregate, more than twenty percent (20%) of either (A) the then outstanding Common Shares or more of, respectively, (B) the outstanding shares Combined Voting Power of common stock all of the corporation resulting from such Corporate Transaction or Company’s then outstanding Voting Securities; provided, however, that notwithstanding the combined voting power of the outstanding voting securities of such corporation entitled foregoing, no change in Control shall be deemed to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and occur under this Subsection (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; oriv): (d1) The approval by the stockholders Solely as a result of the Company acquiring securities in an transaction that reduces the outstanding number of Common Shares or other Voting Securities and thereby increases (a) the proportion of Common Shares beneficially owned by any Person to more than twenty percent (20%) of the then outstanding Common Shares, or (b) the proportionate voting power represented by the Voting Securities beneficially owned by any Person to more than twenty percent (20%) of the Combined Voting Power of all then outstanding Voting Securities; (2) Solely as a result of a complete liquidation or dissolution of Person acquiring securities directly from the Company, or excluding any conversion of a complete dissolution or liquidation of security not acquired directly from the Company shall otherwise occur. (e) The term Company; provided, further, that a Change in Control shall not include a sale be deemed to occur if any Person referred to in paragraph (1) or (2) of assets, merger this Subsection (iv) thereafter becomes the Beneficial Owner of additional shares or other transaction effected exclusively for the purpose of changing the domicile ownership interests representing one percent (1%) or more of the Company’s outstanding Common Shares or one percent (1%) or more of the Combined Voting Power (other than as a result of (x) a stock split, stock dividend or similar transaction or (y) an event described in paragraph (1) or (2) of this Subsection (iv)). (v) For purposes of this Change in Control definition, the following capitalized terms have the following meanings:

Definition of Change in Control. For purposes of this Agreement, a “Change in Control” shall mean the happening of any of the following events: (a) An acquisition by any individual, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; orhave occurred if: a. the Incumbent Directors (b) A change as defined in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”Paragraph 6) cease for any reason to constitute at least a majority seventy-five percent (75%) of the Board; provided, however, for purposes of this Section II(14)(b) that any individual who becomes a member directors of the Board subsequent to the date of this Agreement, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members Company then serving; b. any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Board and who were also members Exchange Act of the Incumbent Board 1934 (or deemed to be such pursuant to this proviso“Exchange Act”)) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member Company or any majority-owned Subsidiary of the Incumbent Board; or (c) Consummation of a reorganizationCompany, merger or consolidation or sale or other disposition of all or substantially all of the assets an employee benefit plan of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of any majority-owned Subsidiary of the individuals and entities who are Company shall have become the “beneficial owners, respectively, of owner” (as defined in Rule 13d-3 under the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, Exchange Act) directly or indirectly, of securities of the Company representing twenty percent (20%) or more than 50% of, respectively, the outstanding shares (calculated in accordance with Rule 13d-3) of common stock, and the combined voting power of the Company’s then outstanding voting securities entitled securities; provided, however, that a person’s becoming such a beneficial owner shall not constitute a Change in Control if such person is party to vote generally in an agreement that limits the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result ability of such transaction owns person and its affiliates (as defined in Rule 12b-2 under the Company or all or substantially all Exchange Act) to obtain and exercise control over the management and policies of the Company’s assets either directly or through one or more subsidiaries. c. a Reorganization Transaction (as defined in Paragraph 6) in substantially the same proportions as their ownershipis consummated, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than a Reorganization Transaction which results in the Company, any employee benefit plan Voting Securities (or related trustas defined in Paragraph 6) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock by being converted into Voting Securities of the corporation resulting from such Corporate Transaction or surviving entity) at least sixty percent (60%) of the combined total voting power of represented by the outstanding voting securities Voting Securities of such corporation entitled surviving entity outstanding immediately after the Reorganization Transaction, if the voting rights of each Voting Security relative to vote generally the other Voting Securities were not altered in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Reorganization Transaction; or (d) The approval by d. the stockholders of the Company approve a plan of a complete liquidation or dissolution of the Company, or other than in connection with a complete dissolution or liquidation Reorganization Transaction. Notwithstanding the occurrence of any of the Company shall otherwise occur. (e) The term foregoing events, a Change in Control shall not include occur with respect to Director if, in advance of such event, Director agrees in writing that such event shall not constitute a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the CompanyChange in Control.

Definition of Change in Control. For purposes of this ------------ Trust Agreement, a “"Change in Control” shall mean the happening of any of the following events: (a) An acquisition by any individual, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control " shall be deemed to occur; or (b) A change in the composition have occurred as of the Board such date that one or more of the individuals following occurs: A. Individuals who, as of the date of this Agreementhereof, constitute the entire Board of Directors of the Company (such Board shall be hereinafter referred to as the “"Incumbent Board”Directors") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any -------- ------- individual who becomes becoming a member of the Board director subsequent to the date of this Agreement, hereof whose election, or nomination for election by the Company’s stockholders's shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the then Incumbent Board (or deemed to be such pursuant to this proviso) Directors shall be considered as though such individual were a member of the was an Incumbent Board; butDirector, providedbut excluding, further, that for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to contest, as such terms are used in Rule 14a-11 under the election or removal of directors Exchange Act or other actual or threatened solicitation of proxies or consents by or on behalf of a any Person (as defined below) other than the Board; provided, -------- further, that in the event ARCO at any time determines to achieve minority ------- representation on the Company's Board of Directors approximately equal to its then ownership percentage of the Company's common stock, its implementation of such determination through the election of ARCO employees as directors of the Company shall not be so considered deemed to be a Change in Control and such ARCO employees shall constitute Incumbent Directors; B. The stockholders of the Company shall approve (1) any merger, consolidation or recapitalization of the Company (or, if the capital stock of the Company is affected, any subsidiary of the Company), or any sale, lease, or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a member of the Incumbent Board; or (csingle plan) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all each of the individuals and entities who are foregoing being an "Acquisition Transaction") where (i) the beneficial owners, respectively, shareholders of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Acquisition Transaction will would not immediately after such Acquisition Transaction beneficially own, directly or indirectly, shares or other ownership interests representing in the aggregate eighty percent (80%) or more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of (a) the then outstanding voting securities entitled to vote generally in common stock or other equity interests of the election corporation or other entity surviving or resulting from such merger, consolidation or recapitalization or acquiring such assets of directorsthe Company, as the case may bebe (the "Surviving Entity") (or of its ultimate parent corporation or other entity, if any), and (b) the Combined Voting Power of the then outstanding Voting Securities of the Surviving Entity (or of its ultimate parent corporation or other entity, if any) or (ii) the Incumbent Directors at the time of the initial approval of such Acquisition Transaction would not immediately after such Acquisition Transaction constitute a majority of the Board of Directors, or similar managing group, of the Surviving Entity (or of its ultimate parent corporation resulting from such Corporate Transaction or other entity, if any), or (including, without limitation, a corporation which as a result of such transaction owns 2) any plan or proposal for the Company liquidation or all or substantially all dissolution of the Company’s assets either directly ; C. Any Person except for ARCO shall be or through one or more subsidiaries) become the beneficial owner (as defined in substantially Rules 13d-3 and 13d-5 under the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially ownExchange Act), directly or indirectly, 33 1/3% or of securities of the Company representing in the aggregate more of, respectively, than twenty percent (20%) of either (1) the then outstanding shares of common stock of the corporation resulting from such Corporate Transaction Company ("Common Shares") or (2) the combined Combined Voting Power of all then outstanding Voting Securities of the Company; provided, -------- however, that notwithstanding the foregoing, a "Change of Control" shall ------- not be deemed to have occurred for purposes of this Subsection (C): (i) Solely as a result of an acquisition of securities by the Company which, by reducing the number of Common Shares or other Voting Securities outstanding, increases (a) the proportionate number of Common Shares beneficially owned by any Person to more than twenty percent (20%) of the Common Shares then outstanding, or (b) the proportionate voting power represented by the Voting Securities beneficially owned by any Person to more than twenty percent (20%) of the Combined Voting Power of all then outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate TransactionVoting Securities; or (dii) The approval by Solely as a result of an acquisition of securities directly from the stockholders Company except for any conversion of a security that was not acquired directly from the Company, provided, further, that if any Person referred to in paragraph (i) or (ii) -------- ------- of this Subsection (C) shall thereafter become the beneficial owner of any additional Common Shares or other Voting Securities of the Company (other than pursuant to a stock split, stock dividend or similar transaction), then a "Change of a complete liquidation Control" shall be deemed to have occurred for purposes of this Subsection (C); or D. ARCO shall become the owner, directly or dissolution indirectly, of the Company, or a complete dissolution or liquidation securities of the Company representing in the aggregate more than fifty percent (50%) of either (1) the then outstanding Common Shares or (2) the Combined Voting Power of all then outstanding Voting Securities of the Company except as the result of an acquisition of securities by the Company which, by reducing the number of Common Shares or other Voting Securities outstanding, increases (x) the proportionate number of Common Shares beneficially owned by ARCO to more than fifty percent (50%) of the Common Shares then outstanding, or (y) the proportionate voting power represented by the Voting Securities beneficially owned by ARCO to more than fifty percent (50%) of the Combined Voting Power of all then outstanding Voting Securities; provided, however, that if thereafter ARCO becomes the -------- ------- beneficial owner of any additional Common Shares or other Voting Securities of the Company (other than pursuant to a stock split, stock dividend or similar transaction) the exception provided above shall otherwise occur. no longer apply; provided, further, that for purposes of this Subsection (eD), neither record -------- ------- ownership of common stock of the Company by the Trustee for ARCO's 401(a) The term qualified plans nor beneficial ownership of common stock of the Company by any of ARCO's directors for their personal account shall be deemed to constitute "indirect" ownership of common stock of the Company by ARCO; provided, further, that notwithstanding any contrary provision of this -------- ------- Trust Agreement, no Change in Control shall not include be deemed to have occurred pursuant to this Subsection (D) if as a result of an inadvertent act ARCO becomes the owner, directly or indirectly, of additional Common Shares or Voting Securities and such securities are sold or otherwise disposed of by ARCO within 30 days after ARCO discovers, or is notified by the Company as to, the potential Change of Control resulting from such ownership, so that, as a result of such subsequent sale of assets, merger or other transaction effected exclusively for disposition by ARCO, no Change in Control would otherwise be deemed to have occurred pursuant to the purpose terms (excluding this proviso) of changing the domicile this Subsection (D). Notwithstanding any of the Companyforegoing, no Change in Control shall be deemed to have occurred as a result solely of (1) the registration by ARCO of the Exchangeable Notes pursuant to the Registration Statement, (2) the issuance and sale by ARCO of the Exchangeable Notes to the underwriters in accordance with the Registration Statement, or (3) prior to the maturity of the Exchangeable Notes, purchases and sales of the Exchangeable Notes.

Definition of Change in Control. For purposes of this Agreement, a “Change in Control” " of the Company or the Bank means, and shall mean be deemed to have occurred upon, the happening first to occur of any of the following events: (a) An acquisition by any individual, entity Any Person or “group” Persons acting in concert (within the meaning of Section 13(d)(3) or 14(d)(2) other than those Persons in control of the Securities Exchange Act Company or the Bank as of 1934the Effective Date, or other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the stock Company) becomes the Beneficial Owner, directly or indirectly, of securities of the Company or the Bank representing twenty percent (a “Person”20%) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the Company's or the Bank's then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occursecurities; or (b) A change in During any period of ___(__) consecutive years (not including any period prior to the composition Effective Date), individuals who at the beginning of the Board such that the individuals who, as of the date of this Agreement, period constitute the Board (such Board shall be hereinafter referred to as of Directors of the “Incumbent Board”) Company cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any individual who becomes a member of the Board subsequent to the date of this Agreement, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Boardthereof; or (c) Consummation The stockholders of the Company approve: (i) a reorganization, merger plan of complete liquidation of the Company or consolidation the Bank; or (ii) an agreement for the sale or other disposition of all or substantially all of the assets Company's or the Bank's assets; or (iii) a merger, consolidation, or reorganization of the Company (“Corporate Transaction”); excludingor the Bank with or involving any other corporation or bank, howeverother than a merger, such a Corporate Transaction pursuant to which (1) all consolidation, or substantially all reorganization that would result in the voting securities of the individuals and entities who are the beneficial owners, respectively, Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares surviving entity) at least seventy five (75%) of common stock, and the combined voting power of the then outstanding voting securities entitled of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization. However, in no event shall a "Change in Control" be deemed to vote generally have occurred, with respect to the Executive, if the Executive is part of a purchasing group which consummates the Change-in-Control transaction. The Executive shall be deemed "part of a purchasing group" for purposes of the preceding sentence if the Executive is an equity participant in the election purchasing company or group (except for: (i) passive ownership of directors, as the case may be, of the corporation resulting from such Corporate Transaction less than one percent (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust1%) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction purchasing company; or the combined voting power (ii) ownership of the outstanding voting securities of such corporation entitled to vote generally equity participation in the election of directors except to the extent that such ownership existed purchasing company or group which is otherwise not significant, as determined prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least Change in Control by a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or a complete dissolution or liquidation of the Company shall otherwise occurnonemployee continuing Directors). (e) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

Definition of Change in Control. For purposes of this Agreement, a “"Change in Control” " shall mean the happening of any of the following events: (a) An acquisition by any individual, entity or “"group” " (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “"Person”") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3331/3% or more of either (1) the then outstanding shares of common stock of the Company (the “"Outstanding Company Common Stock”") or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “"Outstanding Company Voting Securities”"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “"Subject Person”") exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (such Board shall be hereinafter referred to as the “"Incumbent Board”") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any individual who becomes a member of the Board subsequent to the date of this Agreement, whose election, or nomination for election by the Company’s 's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“"Corporate Transaction”"); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s 's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% 33?% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur. (e) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

Definition of Change in Control. For purposes of this Trust ------------ Agreement, a “"Change in Control” shall mean the happening of any of the following events: (a) An acquisition by any individual, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control " shall be deemed to occur; orhave occurred as of the date that one or more of the following occurs: (bi) A change in the composition of the Board such that the individuals Individuals who, as of the date of this AgreementFebruary 1, 1999, constitute the entire Board (such Board shall be hereinafter referred to as the “"Incumbent Board”Directors") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any individual who becomes becoming a member of the Board director -------- ------- subsequent to the date of this Agreement, hereof whose election, or nomination for election by the Company’s stockholders's shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the then Incumbent Board (or deemed to be such pursuant to this proviso) Directors shall be considered as though such individual were a member of the was an Incumbent Board; butDirector, providedbut excluding, further, that for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to contest, as such terms are used in Rule 14a-11 under the election or removal Securities Exchange Act of directors 1934, as amended or other actual or threatened solicitation of proxies or consents by or on behalf of a any Person (as defined below) other than the Board Board; (ii) The stockholders of the Company shall not be so considered approve any merger, consolidation or recapitalization of the Company (or, if the capital stock of the Company is affected, any subsidiary of the Company), or any sale, lease, or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a member of the Incumbent Board; or (csingle plan) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate each of the foregoing being an "Acquisition Transaction”); excluding, however, such a Corporate Transaction pursuant to which ") where (1) all or substantially all the shareholders of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Acquisition Transaction will would not immediately after such Acquisition Transaction beneficially own, directly or indirectly, shares or other ownership interests representing in the aggregate eighty percent (80%) or more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of (a) the then outstanding voting securities entitled to vote generally in common stock or other equity interests of the election corporation or other entity surviving or resulting from such merger, consolidation or recapitalization or acquiring such assets of directorsthe Company, as the case may be, or of its ultimate parent corporation or other entity, if any (in either case, the "Surviving Entity"), and (b) the Combined Voting Power of the corporation resulting from then outstanding Voting Securities of the Surviving Entity or (2) the Incumbent Directors at the time of the initial approval of such Corporate Acquisition Transaction (includingwould not immediately after such Acquisition Transaction constitute a majority of the Board of Directors, without limitationor similar managing group, of the Surviving Entity; provided, however, that, notwithstanding the foregoing, a corporation which Change of Control -------- ------- shall not be deemed to have occurred for purposes of this Subsection (ii) if each of the following conditions are met: (a) the Acquisition Transaction is between the Company and/or its Affiliates, on the one hand, and Millennium Chemicals Inc. ("Millennium") and/or its Affiliates, on the other hand, (b) the Company or an entity that was a wholly owned subsidiary of the Company prior to the Acquisition Transaction has a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, immediately after completion of the Acquisition Transaction, (c) Millennium or an entity that was a wholly owned subsidiary of Millennium prior to the Acquisition Transaction has a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, immediately after completion of the Acquisition Transaction, and (d) as a result of such transaction owns the Acquisition Transaction, the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiariesits Affiliates own a greater percentage equity interest in Equistar Chemicals, LP ("Equistar") in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially ownwas owned, directly or indirectly, 33 1/3% by the Company immediately prior to such Acquisition Transaction; (iii) The stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company; or (iv) Any Person shall be or become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing in the aggregate more of, respectively, than twenty percent (20%) of either (A) the then outstanding shares of common stock of the corporation resulting from such Corporate Transaction Company ("Common Shares") or (B) the combined voting power Combined Voting Power of the all then outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by the stockholders of the Company of a complete liquidation or dissolution Voting Securities of the Company; provided, or -------- however, that notwithstanding the foregoing, a complete dissolution or liquidation of the Company shall otherwise occur. (e) The term Change in Control shall not include be ------- deemed to have occurred for purposes of this Subsection (iv): (1) Solely as a sale result of assetsan acquisition of securities by the Company which, merger by reducing the number of Common Shares or other transaction effected exclusively Voting Securities outstanding, increases (a) the proportionate number of Common Shares beneficially owned by any Person to more than twenty percent (20%) of the Common Shares then outstanding, or (b) the proportionate voting power represented by the Voting Securities beneficially owned by any Person to more than twenty percent (20%) of the Combined Voting Power of all then outstanding Voting Securities; (2) Solely as a result of an acquisition of securities directly from the Company, except for any conversion of a security that was not acquired directly from the purpose Company; or (3) Solely as a result of changing a direct or indirect acquisition by Occidental Petroleum Corporation ("Occidental") or Millennium, or any Affiliate of either of them, of beneficial ownership of securities representing, (x) in the domicile case of Occidental (with its Affiliates), no more than forty percent (40%), (y) in the case of Millennium (with its Affiliates), no more than forty percent (40%), and (z) in the case of Occidental (with its Affiliates) and Millennium (with its Affiliates) in the aggregate, no more than forty-nine percent (49%), of either (A) the then outstanding Common Shares or (B) the Combined Voting Power of all then outstanding Voting Securities of the Company, pursuant to or as contemplated under any agreement between the Company and Occidental and/or Millennium or Affiliates of either of them (including any subsequent related transaction or series of related transactions or acquisitions of Voting Securities of the Company by Occidental and/or Millennium or their Affiliates or assignees approved by the Incumbent Directors prior to the consummation of such transaction or series of related transactions) where, as a result of such transaction or series of related transactions, the Company or a Surviving Entity owns, directly or indirectly, a greater percentage equity interest in Equistar than was owned, directly or indirectly, by the Company immediately prior to such transaction or series of related transactions; provided, further, that if any Person referred to in paragraph (1) or (2) of this Subsection (iv) shall thereafter become the beneficial owner of additional shares or other ownership interests representing one percent (1%) or more of the outstanding Common Shares or one percent (1%) or more of the Combined Voting Power of the Company (other than (x) pursuant to a stock split, stock dividend or similar transaction or (y) as a result of an event described in paragraph (1), (2) or (3) of this Subsection (iv)), then a Change in Control shall be deemed to have occurred for purposes of this Subsection (iv). (v) For purposes of this definition of Change in Control, the following capitalized terms have the following meanings:

Definition of Change in Control. For purposes of this Agreementhereof, a “Change in Control” shall mean be deemed to occur on the happening first to occur of any one of the following events: : (a) An acquisition by any individualthe consummation of a consolidation, entity merger, share exchange or reorganization involving the Company, unless such consolidation, merger, share exchange or reorganization is a “groupNon-Control Transaction” (as defined below); (b) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all, or substantially all, of the assets of the Company (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by the meaning Company of all, or substantially all, of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale; (c) any person (as such term is used in Section 13(d)(313(d) or and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than (1) the Company, (2) any subsidiary of the Company, (3) a “Person”trustee or other fiduciary holding securities under any employee benefit plan (or any trust forming a part thereof) maintained by the Company or any subsidiary or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock in the Company) is or becomes the beneficial ownership owner (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act Act), directly or indirectly, of 1934securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company after the date hereof pursuant to express authorization by the Board that refers to this exception) representing more than 20% of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) Stock or (2) the combined voting power of the Company’s then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”)securities; excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5d) the following individuals cease for any Change in Control triggered solely because the percentage reason to constitute a majority of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the directors then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the serving: individuals who, as of the date of this Agreementhereof, constitute the entire Board of Directors of the Company (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for and any reason to constitute at least new director (other than a majority director whose initial assumption of the Board; provided, however, for purposes of this Section II(14)(boffice is in connection with an actual or threatened election contest) that any individual who becomes a member of whose appointment or election by the Board subsequent to the date of this Agreement, whose election, or nomination for election by the Company’s stockholders, stockholders was approved or recommended by a vote of at least a majority of those individuals who are members two-thirds of the Board and directors then still in office who either were also members directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended. Notwithstanding the foregoing, no “Change in Control” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly transaction or indirectly, more than 50% of, respectively, the outstanding shares series of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur. (e) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.transactions

Definition of Change in Control. For purposes of this Agreement, a “Change in In Control” of the Company means, and shall mean the happening of be deemed to have occurred upon any of the following events: (ai) An acquisition by any individual, Any person or entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) other than those persons and/or entities in control of the Securities Exchange Act Company as of 1934the Effective Date, or other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes the beneficial owner, directly or indirectly, of securities of the Company representing thirty percent (a “Person”30%) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the Company’s then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Boardsecurities; provided, however, for purposes of this Section II(14)(bthat a change in control shall not result from (a) that any individual who becomes a member Danfoss A/S, as defined below, acquiring securities of the Board subsequent Company from the Murmann Group, as such term is defined below, either directly, or indirectly by acquiring voting control of Danfoss Murmann Holding A/S or its successor; or (b) the Murmann Group acquiring securities of the Company from Danfoss A/S either directly or indirectly by acquiring voting control of Danfoss Murmann Holding A/S or its successor; or (ii) During any period of two (2) consecutive years (not including any period prior to the date Effective Date), individuals who at the beginning of this Agreementsuch period constitute the Board (and any new Director, whose election, or nomination for election by the Company’s stockholders, stockholders was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Boardthereof; or (ciii) Consummation The stockholders of the Company approve: (A) a reorganization, merger plan of complete liquidation of the Company; or consolidation or (B) the sale or other disposition of all or substantially all of the assets Company’s assets; or (C) a merger, consolidation, or reorganization of the Company (“Corporate Transaction”); excludingwith or involving any other corporation, howeverother than a merger, such a Corporate Transaction pursuant to which (1) all consolidation, or substantially all reorganization that would result in the voting securities of the individuals and entities who are the beneficial owners, respectively, Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than surviving entity) at least fifty percent (50% of, respectively, the outstanding shares %) of common stock, and the combined voting power of the then outstanding voting securities entitled of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization. However, in no event shall a Change In Control be deemed to vote generally have occurred, with respect to the Employee, if the Employee is part of a purchasing group which consummates the Change In Control transaction. The Employee shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Employee is an equity participant in the election purchasing company or group (except for (i) passive ownership of directorsless than one percent (1%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group which is otherwise not significant, as determined prior to the case may be, Change In Control by a majority of the corporation resulting from such Corporate Transaction non-employee continuing Directors). For purposes of (includingb)(i) of this Section 2, without limitation(A) Danfoss A/S shall be deemed to mean any or more of Danfoss A/S, a corporation which as a result any of such transaction owns the Company its subsidiaries or all related or substantially all affiliated companies or joint ventures, or any successor of the Company’s assets either directly or through foregoing; and (B) the Murmann Group shall be deemed to mean any one or more subsidiariesof (i) in substantially the same proportions as their ownershipXxxxx Xxxxxxx, immediately prior to such Corporate Transaction(ii) any member of his immediate family, (iii) any entity a majority of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) voting interests of the Company or such corporation resulting from such Corporate Transaction) will beneficially ownwhich are owned, directly or indirectly, 33 1/3% by Xxxxx Xxxxxxx and/or any member or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least his immediate family, or (iv) trust, a majority of which is owned by, or a majority of the beneficiaries of which consist of, directly or indirectly, Xxxxx Xxxxxxx, and/or any member or members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or a complete dissolution or liquidation of the Company shall otherwise occurhis immediate family. (e) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

Definition of Change in Control. For purposes of this Agreement, a “A "Change in Control” " shall mean the happening of be deemed to have occurred if (i) any of the following events: "person" (aas such term is used in Sections 13(d) An acquisition by any individual, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934) , as amended (a “Person”) of the "Exchange Act")), becomes, after the date hereof, the "beneficial ownership owner" (within the meaning of as defined in Rule 13d-3 promulgated under the Securities Exchange Act Act), directly or indirectly, of 1934securities of the Employer representing fifty percent (50%) of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the Employer's then outstanding voting securities of the Company entitled to vote generally in the election of directors securities; (the “Outstanding Company Voting Securities”); excluding, however, the following: (1ii) during any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, two (2) any acquisition by year period, individuals who at the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) beginning of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the individuals who, as of the date of this Agreement, period constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease of Trustees, including for this purpose any reason to constitute at least new trustee whose election resulted from a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any individual who becomes a member of vacancy on the Board subsequent to of Trustees caused by the date of this Agreementmandatory retirement, whose electiondeath, or nomination for election by the Company’s stockholders, disability of a trustee and was approved by a vote of at least two-thirds (2/3rds) of the trustees then still in office who were trustees at the beginning of the period, cease for any reason to constitute a majority thereof, (iii) notwithstanding clauses (i) or (v) of those individuals who are members this Section 6.15, the Employer consummates a merger or consolidation of the Board and who were also members Employer with or into another corporation or trust, the result of which is that the shareholders of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member Employer at the time of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member execution of the Incumbent Board; or agreement to merge or consolidate own less than eighty percent (c80%) Consummation of a reorganization, the total equity of the entity surviving or resulting from the merger or consolidation or of a entity owning, directly or indirectly, one hundred percent (100%) of the total equity of such surviving or resulting entity; (iv) the sale in one or other disposition a series of transactions of all or substantially all of the assets of the Company Employer; (“Corporate Transaction”); excludingv) any person, howeverhas commenced a tender or exchange offer, such a Corporate Transaction pursuant or entered into an agreement or received an option to which acquire beneficial ownership of fifty percent (150%) all or substantially all more of the individuals and entities who are the beneficial owners, respectively, total number of voting shares of the Outstanding Company Common Stock Employer unless the Board of Trustees has made a determination that such action does not constitute and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, not constitute a change in the outstanding shares of common stock, and the combined voting power persons in control of the then outstanding voting securities entitled to vote generally Employer; or (vi) there is a change of control in the election Employer of directors, as a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (Exchange Act other than the Company, any employee benefit plan in circumstances specifically covered by clauses (or related trusti) of the Company or such corporation resulting from such Corporate Transaction- (v) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or a complete dissolution or liquidation of the Company shall otherwise occurabove. (e) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

Definition of Change in Control. For the purposes of this Agreement, a “Change in Control” shall mean the happening of any of the following eventsCompany shall be deemed to occur in the event: (a) An acquisition by that during any individual24 consecutive months the individuals who, entity or “group” (within at the meaning beginning of Section 13(d)(3) or 14(d)(2) such period, constitute the entire Board of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3% or more of either (1) the then outstanding shares of common stock Directors of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent BoardDirectors”) cease for any reason other than death to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any individual who becomes was not a member director at the beginning of the Board subsequent to the date of this Agreement, such 24-month period whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members the then Incumbent Directors also shall be an Incumbent Director; (b) any merger, consolidation or recapitalization of the Company (each of the foregoing being an “Acquisition Transaction”) where: (i) the stockholders of the Company immediately prior to such Acquisition Transaction would not immediately after such Acquisition Transaction beneficially own, directly or indirectly, shares representing in the aggregate more than 50% of (A) the then outstanding common stock of the corporation surviving or resulting from such merger, consolidation or recapitalization, as the case may be, or of its ultimate parent corporation, if any (the “Surviving Corporation”) and (B) the Combined Voting Power (as defined below) of the then outstanding Voting Securities (as defined below) of the Surviving Corporation, or (ii) the Incumbent Directors at the time of the initial approval of such Acquisition Transaction would not immediately after such Acquisition Transaction constitute a majority of the Board and who were also members of Directors of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; orSurviving Corporation; (c) Consummation of a reorganizationany sale, merger or consolidation or sale lease, exchange or other disposition transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly liquidation or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all dissolution of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by any Person (as defined below) shall become the stockholders beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate 30% or more of a complete liquidation or dissolution either (i) the then outstanding shares of the Company, ’s Common Stock or a complete dissolution or liquidation (ii) the Combined Voting Power of all then outstanding Voting Securities of the Company shall otherwise occur. (e) The term Company; provided that, notwithstanding the foregoing, a Change in Control shall not include be deemed to have occurred solely as the result of an acquisition of securities directly from the Company (not including any conversion of a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of security that was not acquired directly from the Company.). For purposes of this Paragraph 2:

Definition of Change in Control. For purposes of this Agreementhereof, a “Change in Control” shall mean be deemed to occur on the happening first to occur of any one of the following events: : (a) An acquisition by any individualthe consummation of a consolidation, entity merger, share exchange or reorganization involving the Company, unless such consolidation, merger, share exchange or reorganization is a “groupNon-Control Transaction” (as defined below); (b) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all, or substantially all, of the assets of the Company (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by the meaning Company of all, or substantially all, of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale; (c) any person (as such term is used in Section 13(d)(313(d) or and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than (1) the Company, (2) any subsidiary of the Company, (3) a “Person”trustee or other fiduciary holding securities under any employee benefit plan (or any trust forming a part thereof) maintained by the Company or any subsidiary or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock in the Company) is or becomes the beneficial ownership owner (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act Act), directly or indirectly, of 1934securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company after the date hereof pursuant to express authorization by the Board that refers to this exception) representing more than 20% of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) Stock or (2) the combined voting power of the Company’s then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”)securities; excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5d) the following individuals cease for any Change in Control triggered solely because the percentage reason to constitute a majority of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the directors then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the serving: individuals who, as of the date of this Agreementhereof, constitute the entire Board and any new director (such Board shall be hereinafter referred to as the “Incumbent Board”other than a director whose initial assumption of office is in connection with an actual or threatened election contest) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any individual who becomes a member of whose appointment or election by the Board subsequent to the date of this Agreement, whose election, or nomination for election by the Company’s stockholders, stockholders was approved or recommended by a vote of at least a majority of those individuals who are members two-thirds of the Board and directors then still in office who either were also members directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended. Notwithstanding the foregoing, no “Change in Control” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Incumbent Board (Common Stock immediately prior to such transaction or deemed series of transactions continue to be such pursuant to this proviso) shall be considered as though such individual were a member of have substantially the Incumbent Board; but, provided, further, same proportionate ownership in an entity that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of owns all or substantially all of the assets or voting securities of the Company (immediately following such transaction or series of transactions. A “Corporate Non-Control Transaction”); excluding” shall mean a consolidation, howevermerger, such a Corporate Transaction pursuant to which (1) all share exchange or substantially all reorganization of the individuals and entities who are the beneficial owners, respectively, Company in which each of the Outstanding events described in the following clauses (a), (b), and (c) occur: (a) the stockholders of the Company Common Stock and Outstanding Company Voting Securities immediately prior to before such Corporate Transaction will consolidation, merger, share exchange or reorganization beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or and the combined voting power of the outstanding voting securities of the corporation resulting from such corporation entitled to vote generally in consolidation, merger, share exchange or reorganization (the election of directors except to “Surviving Corporation”); (b) the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will immediately prior to the execution of the agreement providing for such consolidation, merger, share exchange or reorganization constitute at least a majority 50% of the members of the board of directors of the corporation resulting from such Corporate TransactionSurviving Corporation; or and (dc) The approval by no person (other than (1) the stockholders Company, (2) any subsidiary of the Company of or (3) any employee benefit plan (or any trust forming a complete liquidation or dissolution of part thereof) maintained by the Company, the Surviving Corporation or a complete dissolution any subsidiary) is or liquidation becomes the beneficial owner, directly or indirectly, of securities of the Company shall otherwise occur. (enot including in the securities beneficially owned by such person any securities acquired directly from the Company after the date hereof pursuant to express authorization by the Board that refers to this exception) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile representing more than 20% of the Companythen outstanding shares of the common stock of the Surviving Corporation or the combined voting power of the Surviving Corporation’s then outstanding voting securities.

Definition of Change in Control. For purposes of this Trust ------------ Agreement, a “"Change in Control” shall mean the happening of any of the following events: (a) An acquisition by any individual, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control " shall be deemed to occur; or (b) A change in the composition have occurred as of the Board such date that one or more of the individuals following occurs: A. Individuals who, as of the date of this Agreementhereof, constitute the entire Board of Directors of the Company (such Board shall be hereinafter referred to as the “"Incumbent Board”Directors") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any -------- ------- individual who becomes becoming a member of the Board director subsequent to the date of this Agreement, hereof whose election, or nomination for election by the Company’s stockholders's shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the then Incumbent Board (or deemed to be such pursuant to this proviso) Directors shall be considered as though such individual were a member of the was an Incumbent Board; butDirector, providedbut excluding, further, that for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to contest, as such terms are used in Rule 14a-11 under the election or removal of directors Exchange Act or other actual or threatened solicitation of proxies or consents by or on behalf of a any Person (as defined below) other than the Board; provided, -------- further, that in the event ARCO at any time determines to achieve minority ------- representation on the Company's Board of Directors approximately equal to its then ownership percentage of the Company's common stock, its implementation of such determination through the election of ARCO employees as directors of the Company shall not be so considered deemed to be a Change in Control and such ARCO employees shall constitute Incumbent Directors; B. The stockholders of the Company shall approve (1) any merger, consolidation or recapitalization of the Company (or, if the capital stock of the Company is affected, any subsidiary of the Company), or any sale, lease, or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a member of the Incumbent Board; or (csingle plan) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all each of the individuals and entities who are foregoing being an "Acquisition Transaction") where (i) the beneficial owners, respectively, shareholders of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Acquisition Transaction will would not immediately after such Acquisition Transaction beneficially own, directly or indirectly, shares or other ownership interests representing in the aggregate eighty percent (80%) or more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of (a) the then outstanding voting securities entitled to vote generally in common stock or other equity interests of the election corporation or other entity surviving or resulting from such merger, consolidation or recapitalization or acquiring such assets of directorsthe Company, as the case may bebe (the "Surviving Entity") (or of its ultimate parent corporation or other entity, if any), and (b) the Combined Voting Power of the then outstanding Voting Securities of the Surviving Entity (or of its ultimate parent corporation or other entity, if any) or (ii) the Incumbent Directors at the time of the initial approval of such Acquisition Transaction would not immediately after such Acquisition Transaction constitute a majority of the Board of Directors, or similar managing group, of the Surviving Entity (or of its ultimate parent corporation resulting from such Corporate Transaction or other entity, if any), or (including, without limitation, a corporation which as a result of such transaction owns 2) any plan or proposal for the Company liquidation or all or substantially all dissolution of the Company’s assets either directly ; C. Any Person except for ARCO shall be or through one or more subsidiaries) become the beneficial owner (as defined in substantially Rules 13d-3 and 13d-5 under the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially ownExchange Act), directly or indirectly, 33 1/3% or of securities of the Company representing in the aggregate more of, respectively, than twenty percent (20%) of either (1) the then outstanding shares of common stock of the corporation resulting from such Corporate Transaction Company ("Common Shares") or (2) the combined Combined Voting Power of all then outstanding Voting Securities of the Company; provided, -------- however, that notwithstanding the foregoing, a "Change of Control" shall ------- not be deemed to have occurred for purposes of this Subsection (C): (i) Solely as a result of an acquisition of securities by the Company which, by reducing the number of Common Shares or other Voting Securities outstanding, increases (a) the proportionate number of Common Shares beneficially owned by any Person to more than twenty percent (20%) of the Common Shares then outstanding, or (b) the proportionate voting power represented by the Voting Securities beneficially owned by any Person to more than twenty percent (20%) of the Combined Voting Power of all then outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate TransactionVoting Securities; or (dii) The approval by Solely as a result of an acquisition of securities directly from the stockholders Company except for any conversion of a security that was not acquired directly from the Company, Proided further, that if any Person referred to in paragraph (i) or (ii) of ------- ------- this Subsection (C) shall thereafter become the beneficial owner of any additional Common Shares or other Voting Securities of the Company (other than pursuant to a stock split, stock dividend or similar transaction), then a "Change of a complete liquidation Control" shall be deemed to have occurred for purposes of this Subsection (C); or D. ARCO shall become the owner, directly or dissolution indirectly, of the Company, or a complete dissolution or liquidation securities of the Company representing in the aggregate more than fifty percent (50%) of either (1) the then outstanding Common Shares or (2) the Combined Voting Power of all then outstanding Voting Securities of the Company except as the result of an acquisition of securities by the Company which, by reducing the number of Common Shares or other Voting Securities outstanding, increases (x) the proportionate number of Common Shares beneficially owned by ARCO to more than fifty percent (50%) of the Common Shares then outstanding, or (y) the proportionate voting power represented by the Voting Securities beneficially owned by ARCO to more than fifty percent (50%) of the Combined Voting Power of all then outstanding Voting Securities; provided, however, that if thereafter ARCO becomes the -------- ------- beneficial owner of any additional Common Shares or other Voting Securities of the Company (other than pursuant to a stock split, stock dividend or similar transaction) the exception provided above shall otherwise occur. no longer apply; provided, further, that for purposes of this Subsection (eD), neither record -------- ------- ownership of common stock of the Company by the Trustee for ARCO's 401(a) The term qualified plans nor beneficial ownership of common stock of the Company by any of ARCO's directors for their personal account shall be deemed to constitute "indirect" ownership of common stock of the Company by ARCO; provided, further, that notwithstanding any contrary provision of this -------- ------- Trust Agreement, no Change in Control shall not include be deemed to have occurred pursuant to this Subsection (D) if as a result of an inadvertent act ARCO becomes the owner, directly or indirectly, of additional Common Shares or Voting Securities and such securities are sold or otherwise disposed of by ARCO within 30 days after ARCO discovers, or is notified by the Company as to, the potential Change of Control resulting from such ownership, so that, as a result of such subsequent sale of assets, merger or other transaction effected exclusively for disposition by ARCO, no Change in Control would otherwise be deemed to have occurred pursuant to the purpose terms (excluding this proviso) of changing the domicile this Subsection (D). Notwithstanding any of the Companyforegoing, no Change in Control shall be deemed to have occurred as a result solely of (1) the registration by ARCO of the Exchangeable Notes pursuant to the Registration Statement, (2) the issuance and sale by ARCO of the Exchangeable Notes to the underwriters in accordance with the Registration Statement, or (3) prior to the maturity of the Exchangeable Notes, purchases and sales of the Exchangeable Notes.

Definition of Change in Control. For the purposes of this Agreement, a “Change in Control” shall mean the happening of any of the following events: (a) An acquisition by any individual, entity or “group” (within the meaning following: i. a change-in-control of Section 13(d)(3) or 14(d)(2a nature that would be required to be reported in response to Item 6(e) of the Securities Exchange Act Schedule 14A of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 Regulation 14A promulgated under the Securities Exchange Act of 1934) of 33 1/3% or more of either (1) the then outstanding shares of common stock of the Company , as amended (the “Outstanding Exchange Act”), whether or not the Holding Company Common Stock”is then subject to such reporting requirement; or ii. the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Holding Company or any “person” (2as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that such person has become the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Holding Company (i) representing 30% or more, but not more than 50%, of the combined voting power of the Holding Company’s then outstanding voting securities of unless the Company entitled to vote generally transaction resulting in such ownership has been approved in advance by the election of directors Continuing Directors (the “Outstanding Company Voting Securities”as hereinafter defined); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section II(14), or (5ii) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; or (b) A change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) that any individual who becomes a member of the Board subsequent to the date of this Agreement, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, representing more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the Holding Company’s then outstanding voting securities entitled (regardless of any approval by the Continuing Directors); provided, however, that notwithstanding the foregoing, no Change-in-Control shall be deemed to vote generally in the election have occurred for purposes of directors, as the case may be, this Agreement by reason of the corporation resulting from such Corporate Transaction (includingownership of 30% or more of the total voting capital stock of the Holding Company then issued and outstanding by the Holding Company, without limitation, a corporation which as a result any subsidiary of such transaction owns the Holding Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Holding Company or such corporation resulting from such Corporate Transaction) will beneficially ownof any subsidiary of the Holding Company or any entity holding shares of the Common Stock organized, directly appointed or indirectlyestablished for, 33 1/3% or more pursuant to the terms of, respectivelyany such plan (any such person or entity described in this clause is referred to herein as a “Company Entity”); or iii. the Continuing Directors (as hereinafter defined), the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled cease to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members Holding Company’s Board of Directors; or iv. the shareholders of the board of directors Holding Company approve (i) any consolidation or merger of the corporation resulting from such Corporate Transaction; or (d) The approval by Holding Company in which the stockholders Holding Company is not the continuing or surviving company or pursuant to which shares of Holding Company stock would be converted into cash, securities or other property, other than a merger of the Holding Company of a complete liquidation or dissolution of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur. (e) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.which shareholders

Definition of Change in Control. For purposes of this Agreement, a “"Change in Control” " shall mean the happening be deemed to have occurred as of any of date if, after the following eventsEffective Date: (a1) An acquisition by any Any individual, entity or “group” group (within the meaning of Section 13(d)(3) or 14(d)(214(d)(7) of the Securities Exchange Act of 1934) , as amended (the '34 Act"), except Executive, his affiliates and associates, the Company, or any corporation, partnership, trust or other entity controlled by the Company (a “"Subsidiary"), or any employee benefit plan of the Company or of any Subsidiary (each individual, entity or group shall hereinafter be referred to as a "Person”") of becomes the beneficial ownership owner (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934'34 Act) of 33 1/315% or more of either (1i) the then outstanding shares of common stock of the Company (the “"Outstanding Company Common Stock”") or (2ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding "Company Voting Securities”"); excluding, however, in either case unless the following: (1) any Board in office immediately prior to such acquisition directly from the Company, other than an acquisition by virtue determines in writing within five business days of the exercise receipt of a conversion privilege unless actual notice of such acquisition that the security being so converted was itself acquired directly from circumstances do not warrant the Company, (2) any acquisition by implementation of the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) provisions of this Section II(14), or (5) any Change in Control triggered solely because the percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities held by any Person (the “Subject Person”) exceeds the designated percentage threshold thereof as a result of a repurchase or other acquisition of securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occurAgreement; or (b2) A change in the composition of the Board such that the individuals Individuals who, as of the date beginning of this Agreementany twenty-four month period, constitute the Board (such Board shall be hereinafter referred to as the “"Incumbent Board”") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section II(14)(b) provided that any individual who becomes becoming a member of the Board director subsequent to the date beginning of this Agreement, such period whose election, election or nomination for election by the Company’s stockholders, 's stockholders was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of directors then comprising the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that but excluding for this purpose any such individual whose initial assumption of office occurs as a result of is in connection with an actual or threatened election contest with respect relating to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Boarddirectors of the Company (as such terms are used in Rule 14a11 of Regulation 14A promulgated under the '34 Act); or (c3) Consummation There is a consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”a "Business Combination"); excluding, howeverin each case, such a Corporate Transaction pursuant with respect to which (1) all or substantially all of the individuals and entities who are were the respective beneficial owners, respectively, owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will Business Combination do not, immediately following such Business Combination, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock, stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Company Voting Securities, as the case may be; or (including, without limitation, 4) There is a corporation which as (i) consummation of a result complete liquidation or dissolution of such transaction owns the Company or (ii) sale or other disposition of all or substantially all of the Company’s assets either of the Company other than to a corporation with respect to which, following such sale or disposition, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or through one indirectly, by all or more subsidiaries) in substantially all of the same proportions as their ownershipindividuals and entities who were the beneficial owners, immediately prior to such Corporate Transactionrespectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, immediately prior to such sale or disposition. (25) no Person (Notwithstanding any other provision of this Agreement, unless otherwise agreed to by the parties in an amendment to this Agreement, if more than one event occurs after the Company, any employee benefit plan (or related trust) Effective Date that constitutes a Change in Control for purposes of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 33 1/3% or more of, respectivelythis Agreement, the outstanding shares Term of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally this Agreement shall not be extended as provided in the election first paragraph of directors except to this Section 7 beyond the extent that such ownership existed prior to the Corporate Transaction, and date which is three (3) individuals who were members years from the date of the Incumbent Board will constitute at least first such event that constitutes a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (d) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur. (e) The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the CompanyControl.