Common use of Employees; Employee Benefit Plans Clause in Contracts

Employees; Employee Benefit Plans. (a) Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, (i) give those employees who are, as of the Effective Time, employed by Providian and its subsidiaries (the “Continuing Employees”) full credit for purposes of eligibility, vesting and benefit accruals under any employee benefit plans or arrangements maintained by Washington Mutual, the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectively, the “Washington Mutual Plans”), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) to the same extent recognized by Providian and its subsidiaries, and (ii) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective Time, and (iii) provide credit under any such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Plan. (b) From and after the Effective Time, and subject to the immediately following sentence, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees of Washington Mutual. As soon as practicable after the Effective Time, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, cause the Continuing Employees to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (other than those individuals identified in Section 4.11(a) of the Providian Disclosure Schedule as having an employment, change of control, severance or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated employee of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, with respect to all Paid Time Off (as such term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee his or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee as soon as practicable after the Effective Time. By no later than the date on which the Continuing Employees are placed on the Washington Mutual payroll system, the Continuing Employees shall receive a cash payment equal to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in this

Employees; Employee Benefit Plans. (a) Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, (i) give those employees who are, Effective as of the Effective TimeClosing Date, employed by Providian Buyer shall extend offers of employment to employees listed on Schedule 3.10 whom it desires to offer employment on such terms and conditions that Buyer shall determine in its subsidiaries own discretion (such employees who accept Buyer’s offer of employment hereinafter referred to as the “Continuing Transferred Employees”) full credit for purposes ). Nothing in this Agreement shall obligate Buyer to hire any such employees. Sellers shall terminate the employment of eligibility, vesting all Transferred Employees effective upon the Closing Date and benefit accruals under any employee benefit plans or arrangements maintained by Washington Mutual, the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectively, the “Washington Mutual Plans”), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) to the same extent recognized by Providian and its subsidiariesshall cooperate with, and (ii) waive use all limitations as reasonable efforts to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective Timeassist, and (iii) provide credit under any such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for not interfere with or impede Buyer in its efforts to secure satisfactory employment arrangements with the remainder Transferred Employees to whom Buyer makes offers of the coverage period during which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Planemployment. (b) From Sellers shall vest all Transferred Employees in all benefits accrued through the Closing Date under any Employee Plan. (c) Sellers shall be solely responsible for the Employee Benefit Plans and after Compensation Arrangements and all obligations and liabilities thereunder. Buyer shall not assume any of the Effective TimeEmployee Benefit Plans and Compensation Arrangements or any obligation or liability thereunder. Sellers shall be solely responsible for all obligations and liabilities associated with any employees of Sellers who are not Transferred Employees and for all obligations and liabilities associated with any Transferred Employees that arise from or relate to facts, and subject circumstances or conduct of Sellers, or any ERISA affiliate of Sellers that occurred or is deemed to occur on or prior to the immediately following sentence, Washington Mutual shall, or Closing; provided that Buyer shall cause assume the Surviving Corporation liability of paying vacation benefits and its subsidiaries to, provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated sick leave which were accrued by employees of Washington Mutual. As soon as practicable after the Effective Time, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, cause the Continuing Employees to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing Employee whose employment is terminated any Seller during the twelve-month period following year in which the Effective Time (other than those individuals identified in Section 4.11(a) Closing Date occurs, but which remain unused as of the Providian Disclosure Schedule as having an employment, change of control, severance or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated employee of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoingClosing Date, with respect to the Transferred Employees, so long as Buyer receives a downward adjustment to the Purchase Price pursuant to Section 2.3 hereof. (d) Sellers shall be responsible for all Paid Time Off (as such term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by any Continuing Employee liabilities or obligations under the Worker Adjustment and Retraining Notification Act and any state law equivalent statutes resulting from their actions contemplated by this Agreement. (e) Seller shall retain full responsibility and liability for offering and providing “continuation coverage” to any “covered employee” and any “qualified beneficiary” who is covered by a “group health plan” sponsored or contributed to by Sellers whose coverage under such group health plan was attributable to a covered employee’s employment performing services in connection with the Stations and who has experienced a qualifying event or is receiving continuation coverage on or prior to the Closing. “Continuation coverage,” “covered employee,” “qualified beneficiary, “qualifying event” and “group health plan” all shall have the meanings given such terms under Section 4980B of the Code and Section 601 et seq. of ERISA. (f) Sellers will remain responsible for (i) all benefits payable to its employees who, as of the close of business on the day immediately preceding the Closing Date, were determined to be disabled in accordance with the applicable PTO Planprovisions of the health, Washington Mutual shallaccident, sickness, salary continuation, or shall cause short-term or long-term disability benefit plans or programs of Sellers, (ii) all benefits payable to its employees, who as of the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee his or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee as soon as practicable after the Effective Time. By no later than the date on which the Continuing Employees are placed close of business on the Washington Mutual payroll systembusiness day immediately preceding the Closing Date, were receiving short-term disability benefits in accordance with the Continuing Employees shall receive a cash payment equal applicable provisions of the short term disability benefit plans or programs of Sellers; and (iii) all benefits payable to their respective sabbatical employees of Sellers who, as of the close of business on the business day immediately preceding the Closing Date, were on any type of leave accrued through the relevant payment date thereofother than vacation leave. (g) Nothing contained herein, expressed or implied, is intended to confer upon any Transferred Employee any right to continued employment for any period of time by reason of this Agreement. Notwithstanding anything set forth in thisNothing contained herein is intended to confer upon any Transferred Employee any particular term or condition of employment.

Employees; Employee Benefit Plans. (a) Washington Mutual shall, As of or shall cause the Surviving Corporation and its subsidiaries to, (i) give those employees who are, as of soon as practicable following the Effective Time, employed by Providian the employees of Seasons and its subsidiaries Subsidiaries (the “Continuing Seasons Employees”) full credit for purposes shall become employees of eligibility, vesting NBC or a Subsidiary thereof and benefit accruals under any employee benefit plans or arrangements maintained by Washington Mutual, the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectively, the “Washington Mutual Plans”), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) to the same extent recognized by Providian and its subsidiaries, and (ii) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Plan that is a welfare benefit plan that such employees may shall be eligible to participate in after the Effective Time, and (iii) provide credit under any such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the coverage period during NBC Plans in which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Plan. (b) From and after the Effective Time, and subject to the immediately following sentence, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees of Washington Mutual. As soon NBC or Cadence participate, to the same extent as practicable after the Effective Time, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, cause the Continuing Employees to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, NBC or Cadence (it being understood that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (other than those individuals identified inclusion of Seasons Employees in Section 4.11(a) of the Providian Disclosure Schedule as having an employment, change of control, severance or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated such employee of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, benefit plans may occur at different times with respect to all Paid Time Off (as such term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee his or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereofdifferent plans); provided, however, that (i) nothing contained herein shall require NBC or any of its Subsidiaries to make any grants to any Seasons Employee under the NBC Stock Option Plans, it being understood that any such converted PTO may grants are completely discretionary, (ii) nothing contained herein shall require NBC or any of its Subsidiaries to permit a Seasons Employee who is receiving severance as a result of the transactions contemplated by this Agreement pursuant to any employment, severance, consulting or other compensation agreements, plans and arrangements with Seasons or any of its Subsidiaries to participate in any severance or change in control of agreement or plan offered by NBC or any of its Subsidiaries, and (iii) nothing contained herein shall require a Seasons Employee’s participation in the NBC defined benefit pension or NBC Employee Stock Ownership Plan. (b) With respect to each NBC Plan, for purposes of determining eligibility to participate, vesting, entitlement to benefits and vacation entitlement (but not for participation or accrual of benefits under any NBC defined benefit pension plan), service with Seasons or any Subsidiary shall be treated as service with NBC; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations with respect to any NBC Plan (including those required or governed by the Health Insurance Portability and Accountability Act of 1996). Each NBC Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Seasons Plan to the extent information is provided by the employee, third-party administrator or insurance carrier. Seasons Employees shall be given full credit for amounts paid under a corresponding Seasons or any Subsidiary benefit plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the NBC Plan during the applicable plan year. (c) Concurrently with the execution of this Agreement by the parties hereto, (i) Xxxxxxx X. Xxxxxx shall enter into a Termination and Release Agreement, effective as of the Closing, substantially in the form of Exhibit A hereto. (d) Concurrently with the execution of this Agreement, Xxxxx X. Xxxxxx and Xxxx Xxxxxx shall enter into Termination and Release Agreements substantially in the forms attached as Exhibits B and C, respectively. Concurrently with the execution of this Agreement, Xxxx Xxxxxx and Xxxxx X. Xxxxxx shall into the Employment Agreements substantially in the forms attached as Exhibits D and E, respectively. (e) Immediately prior to the Effective Time, the Seasons Simple XXX Plan shall be terminated and the Seasons employees who are then participating in the Seasons Simple XXX Plan shall be eligible to become participants in the NBC Employee 401(k) Plan. (f) Any person who is serving as an employee of either Seasons or any Subsidiary thereof as of the date of this Agreement (other than those employees covered by either a written employment or severance agreement) whose employment is discontinued by NBC or any of its Subsidiaries within one year after the Effective Time (unless termination of such employment is for Cause (as defined below)) shall be entitled to a severance payment from NBC or its Subsidiary equal in amount to two week’s base pay for each full year such employee was employed by Seasons or a Seasons Subsidiary or any successor or predecessor thereto, subject to a minimum of four weeks’ severance and a maximum capof 16 weeks’ severance; provided that the benefits payable pursuant to this Section 7.7(f) shall be in lieu of, with and not in addition to, any excess PTO amounts that may have otherwise been payable pursuant to be paid Seasons’ written severance policy described in cash Section 4.11(a) of the Seasons Disclosure Schedule and subject to the Continuing Employee as soon as practicable after the Effective Time. By no later than the date on which the Continuing Employees are placed on the Washington Mutual payroll system, the Continuing Employees shall receive a cash payment equal to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything terms and conditions set forth in thistherein. For purposes of this Section 7.7(g), “Cause” shall mean termination because of the employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule, or regulation (other than traffic violations or similar offenses).

Employees; Employee Benefit Plans. (a) Washington Mutual shall, On or shall cause the Surviving Corporation and its subsidiaries to, (i) give those employees who are, as of soon as practicable following the Effective Time, employed by Providian and its subsidiaries (the “Continuing Employees”) full credit for purposes Company Employees who are employees of eligibility, vesting and benefit accruals under any the Company or a Subsidiary of the Company at the Effective Time shall become eligible to participate in the employee benefit plans sponsored or arrangements maintained by Washington MutualAcquiror or People's United Bank, as applicable (the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectively, the “Washington Mutual "Acquiror Plans”"), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) to the same extent recognized by Providian and its subsidiarieson the same terms (or, and (iion more favorable terms) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective Time, and (iii) provide credit under any such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Plan. (b) From and after the Effective Time, and subject to the immediately following sentence, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees of Washington MutualPeople's United Bank (it being understood that inclusion of Company Employees in such Acquiror Plans may occur at different times with respect to different plans). As soon Until such time, such Company Employees shall continue to participate in the Plans (excluding equity-based Plans and any Company Common Stock fund feature of the Company's 401(k) Plan) in which each such Company Employee participated before the Effective Time on the same (or more favorable) terms as practicable after in effect immediately prior to the Effective Time, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, cause the Continuing Employees to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (other than those individuals identified in Section 4.11(a) of the Providian Disclosure Schedule as having an employment, change of control, severance or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated employee of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, with respect to all Paid Time Off (as such term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee his or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that (i) nothing contained herein shall require Acquiror or any of its Subsidiaries to make any grants to any Company Employee under any equity-based Acquiror Plans, it being understood that any such converted PTO may grants are completely discretionary and (ii) nothing contained herein shall require a Company Employee's participation in any Acquiror Plan that is a defined benefit pension plan. (b) With respect to each Acquiror Plan, for purposes of determining eligibility to participate, vesting, entitlement to benefits and vacation entitlement (but not for accrual of benefits under any post-retirement welfare benefit Acquiror Plan), service with the Company or any Subsidiary shall be subject treated as service with Acquiror; provided, however, that such service shall not be recognized to the extent that such recognition would result in a maximum capduplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations with respect to any excess PTO Acquiror Plan. Each Acquiror Plan shall waive pre- existing condition limitations to the same extent waived under the applicable Plan. The Company Employees shall be given credit for amounts paid under a corresponding Company or any Subsidiary benefit plan during the same period for purposes of applying deductibles, co-payments, out-of- pocket maximums and similar payments as though such amounts had been paid in cash accordance with the terms and conditions of the Acquiror Plan during the applicable plan year. (c) The Company and Acquiror acknowledge and agree that all provisions contained herein with respect to employees, officers, directors, consultants and independent contractors are included for the Continuing Employee as soon as practicable after sole benefit of the Effective Time. By no later than the date on which the Continuing Employees are placed on the Washington Mutual payroll systemCompany and Acquiror and shall not create any right (i) in any other person, the Continuing Employees shall receive a cash payment equal including Plans or any beneficiary thereof or (ii) to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in thiscontinued employment with Acquiror or any of its affiliates.

Employees; Employee Benefit Plans. (a) Washington Mutual The Companies and Sellers will use their commercially reasonable efforts to cause each employee of a Company to continue in employment with the applicable Company through the Closing Date and to encourage each such employee to remain in employment with such Company thereafter. (b) Subject to Section 6.3(c) below, Buyer shall, or shall cause the Surviving Corporation and its subsidiaries Subsidiaries to, (i) give those employees who are, as of the Effective TimeClosing Date, employed by Providian and its subsidiaries any Company (the “Continuing Employees”) full credit for purposes of eligibility, eligibility and vesting and benefit accruals under any employee benefit plans or arrangements maintained by Washington Mutual, the Surviving Corporation Buyer or any subsidiary Subsidiary of Washington Mutual or the Surviving Corporation Buyer (collectively, the “Washington Mutual Buyer Plans”), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), ) for such Continuing Employees’ service with Providian or any subsidiary of Providian the applicable Company (or any predecessor entity) to the same extent recognized by Providian and its subsidiariessuch Company, and (ii) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Buyer Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective TimeClosing Date, and (iii) provide credit under any such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. Buyer shall also recognize service with the applicable Company for benefit accrual purposes under any of Buyer’s vacation, sick, personnel leave and severance policies. (c) In general, the Continuing Employees will begin to be covered under the Buyer Plans effective January 1, 2008. The Companies shall, at Buyer’s sole cost and expense, take all steps necessary to permit the Continuing Employees to continue to receive the health and welfare plan coverage under Company Benefit Plans that are in effect as of the date hereof for the period beginning on the Closing Date and ending on December 31, 2007. The Buyer intends, subject to reevaluation following completion of the due diligence process to its satisfaction, to merge the Code section 401(k) plan maintained by one or more of the Companies (“Company 401(k) Plan”) into the Buyer’s Code section 401(k) plan, effective not later than January 1, 2008. Toward this end, the Companies shall act in all respects in ways that can reasonably be expected to facilitate this goal. Notwithstanding the foregoing preceding provisions of this Section 6(c), the Buyer reserves the right to require one or more of the Companies that maintain the Company 401(k) Plan to terminate such plan prior to the Closing Date. In this case, (i) the Buyer shall provide the Companies with written notice of its decision as soon as practicable after Buyer completes its due diligence with respect to the Company 401(k) Plan, (ii) the Companies agree to follow such reasonable direction as the Buyer may provide with respect to the termination of the Company 401(k) Plan, (iii) the Continuing Employees shall be eligible for the Buyer’s 401(k) plan, subject to its usual terms and conditions, as soon as reasonably practicable following the Closing Date, and (iv) Buyer’s 401(k) plan shall permit (to the extent permitted under the Company 401(k) Plan) the rollover of amounts distributed from the Company 401(k) Plan, including participant loans, if any. (d) From and after the Closing Date, and subject to Section 6.3(c) and the immediately following sentence, for purposes of the Excluded Plans, Washington Mutual Buyer shall, or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Plan. (b) From and after the Effective Time, and subject to the immediately following sentence, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries Subsidiaries to, provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees of Washington MutualBuyer. As Subject to Section 6.3(c), as soon as practicable after the Effective TimeClosing Date, Washington Mutual Buyer shall, or shall cause the Surviving Corporation and its subsidiaries Subsidiaries to, cause the Continuing Employees to commence participation in such Washington Mutual Buyer Plans as are provided to similarly situated employees of Washington MutualBuyer. Buyer shall, and providedor shall cause its Subsidiaries to, furtherpay or provide, that as applicable, to each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time Closing Date (other than those individuals identified in Section 4.11(a2.10(a) of the Providian Company Disclosure Schedule as having an employment, change of control, severance or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated employee of Washington Mutual Buyer would receive under the applicable Washington Mutual Buyer Plan that is a severance plan. In addition . (e) The provisions of this Section 6.3 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any Person (including for the foregoingavoidance of doubt any Continuing Employees, present or former employees or directors, consultants or independent contractors of any Company, Buyer or any of its Subsidiaries or, on or after the Closing Date, any of its Subsidiaries), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (with respect to all Paid Time Off (as such term is defined the matters provided for in this Section 6.3) under or by reason of any provision of this Agreement. Nothing contained in this Section 6.3 or elsewhere in this Agreement shall be construed to include vacationprevent, volunteer timefrom and after the Closing Date, funeral timethe termination of employment of any individual Continuing Employee or, school conferencessubject to the provisions of Section 6.3(a), sick time and personal time, but not including sabbatical leave) that has been accrued through any change in the Effective Time (“PTO”) by employee benefits available to any Continuing Employee under or the applicable PTO Plan, Washington Mutual shall, amendment or shall cause the Surviving Corporation and termination of any particular Buyer Plan in accordance with its subsidiaries to, at its discretion, either pay the Continuing Employee his or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee as soon as practicable after the Effective Time. By no later than the date on which the Continuing Employees are placed on the Washington Mutual payroll system, the Continuing Employees shall receive a cash payment equal to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in thisterms.

Employees; Employee Benefit Plans. (a) Washington Mutual Buyer shall, or shall cause the Surviving Corporation and its subsidiaries an Affiliate of Buyer to, offer employment effective on the Closing Date, to all Employees, provided that such employment will be subject to Buyer’s standard personnel practices and policies (the Employees who accept such employment and commence employment on the Closing Date, the “Transferred Employees”). Notwithstanding the foregoing, the effective hire date for any Transferred Employee who, on the Closing Date, is absent from work due to short-term disability, long-term disability, circumstances covered by workers’ compensation, military leave, Family and Medical Leave Act leave or other authorized leave of absence shall be the date on which the individual is able to return to active employment within the time required under Seller’s applicable leave of absence policy but not more than within five (5) months after the Closing Date (the “Deferred Hire Date”). At its expense until the Deferred Hire Date, Seller will continue to provide the applicable leave and related leave benefits to any Transferred Employee who has accepted Xxxxx’s offer of employment and is on leave in accordance with the original terms and conditions applicable to such leave and any applicable legal requirement. Buyer may rescind any offer of employment to a Transferred Employee who is unable to return to work by the Deferred Hire Date. (b) For at least twelve (12) months following the Closing Date, Buyer shall provide or cause an Affiliate of Buyer to provide to all Transferred Employees with (i) give those employees who are, as a rate of the Effective Time, employed by Providian and its subsidiaries (the “Continuing Employees”) full credit for purposes of eligibility, vesting and benefit accruals under any employee benefit plans base salary or arrangements maintained by Washington Mutual, the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectively, the “Washington Mutual Plans”), other wages that is not less than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental rate of base salary or wages provided to such Transferred Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) by Seller immediately prior to the same extent recognized by Providian and its subsidiaries, date hereof; and (ii) target bonus opportunities (excluding equity and equity-based compensation and change in control or similar type transaction bonuses), if any, which are substantially similar to target bonus opportunities (excluding equity-based compensation) provided by Seller immediately prior to the Closing. (c) With respect to any employee benefit plan maintained by Buyer or an Affiliate of Buyer (collectively, “Buyer Plans”) for the benefit of any Transferred Employee, effective as of the Closing, Buyer shall, or shall cause its Affiliate to, recognize all service of the Transferred Employees with Seller, as if such service were with Buyer, for vesting and eligibility purposes; provided, however, such service shall not be recognized to the extent that (i) such recognition would result in a duplication of benefits or (ii) such service was not recognized under the corresponding Benefit Plan. Buyer shall use reasonable best efforts to cause each applicable Buyer Plan to waive all limitations eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations. (d) Buyer shall credit each of the Transferred Employees with an amount of paid vacation and sick leave days following the Closing Date equal to the amount of vacation time and sick leave days each such Transferred Employee has accrued but not yet used or cashed out as of the Closing Date under Seller’s vacation and sick leave policies applicable to preexisting conditionssuch Transferred Employee as in effect immediately prior to the Closing Date subject to a maximum of twenty (20) Business Days and subject to Buyer’s standard practices and policies. (e) Notwithstanding Sections 7.1(a) – (d) hereof, exclusions the participation of the Transferred Employees in the Buyer Plans shall be subject to the provisions of the Buyer Plans, and waiting periods commencement of participation will be delayed for such reasonable period of time (but in no event later than 11:59PM on December 31, 2023) as Buyer determines to be necessary to arrange for the transition of the Transferred Employees from Seller’s payroll and benefit programs to Buyer’s payroll and benefit programs, during which period of time (the “PBE Transition Period”) Seller and Buyer covenant and agree to comply with the terms and conditions of the Transition Services Agreement. (f) Except as otherwise provided in this Section 7.1, Xxxxx and Seller intend that the transactions contemplated by this Agreement should not constitute a separation, termination or severance of employment of any Employee who accepts an employment offer by Buyer that is consistent with the requirements of Section 7.1(b), including for purposes of any Benefit Plan that provides for separation, termination or severance benefits, and that each such Employee will have continuous employment immediately before and immediately after the Closing. Buyer shall be liable and hold Seller harmless for (i) any statutory, common law, contractual or other severance with respect to participation the employment of any Transferred Employee following the Closing; and coverage requirements applicable (ii) any claims relating to the Continuing Employees employment of any Transferred Employee arising in connection with or following the Closing. (g) This Section 7.1 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 7.1, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.1. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any Washington Mutual Plan benefit plan, program, agreement or arrangement. The parties hereto acknowledge and agree that is a welfare benefit plan the terms set forth in this Section 7.1 shall not create any right in any Transferred Employee or any other Person to any continued employment with Buyer or any of its Affiliates or compensation or benefits of any nature or kind whatsoever. (h) The following procedures apply to the Seller Plans subject to Section 409A set forth on Schedule 7.1(h) (“Section 409A Plans”) so that such employees may be eligible to who participate in after them (“409A Participants”) will not incur unanticipated taxable distributions due to termination of employment from Seller’s controlled group. As permitted by regulations issued under Section 409A of the Effective TimeCode, the Parties specify that the Transaction will not be considered a separation from service as defined in Section 409A of the Code and other applicable laws, Treasury regulations, guidelines or policies imposed by any Governmental Authority (a “Separation from Service”) and that Separation from Service for purposes of Seller’s Section 409A Plans will only occur when the Separation from Service is from Buyer (and its controlled group, if any). Seller will retain sole responsibility for paying accrued benefits and administering such Section 409A Plans in accordance with their terms and will amend the Section 409A Plans as necessary to provide or clarify that the Transaction will not cause a Separation from Service, which amendment will be subject to Buyer’s review and approval (which shall not be unreasonably withheld). Schedule 7.1(h) includes a list of such 409A Participants. In order to prevent a failure to comply with the terms of the Section 409A Plans due to the occurrence of a Separation from Service (a “409A Failure”), (A) Buyer will be responsible to promptly notify Seller (and in any event within thirty (30) days) if any 409A Participant experiences a Separation from Service from its employment with Buyer or its Affiliates, dies or has a change in employment status that constitutes, or could reasonably be construed as, a Separation from Service, and (iiiB) provide credit under Seller will be responsible to request from Buyer each calendar year following the Closing Date (with such request to occur no earlier than October 1 and no later than November 15 of such year) a list of any such welfare plan 409A Participants who, in that calendar year, experienced (or are expected to experience) a Separation from Service from their employment with Buyer or its Affiliates, died or had a change in employment status (or are expected to have a change in employment status) that constitutes, or could reasonably be construed as, a Separation from Service and Buyer shall notify Seller within ten (10) Business Days of Seller’s request if it has not already done so. If Buyer does not make timely notifications of Separation from Service or death, and a material 409A Failure occurs that could reasonably be deemed to be the fault of Buyer, Buyer will reimburse (with a tax “gross up”) any 409A Participant for the taxes and interest charges the 409A Participant incurs as a direct result of the 409A Failure and will reimburse Seller for any co-payments, deductibles penalties and out-of-pocket expenditures interest charges it incurs for not reporting the remainder of the coverage period during which any transfer of coverage occurs409A Failure on a timely basis; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan Seller and the Washington Mutual Pension Plan. (b) From 409A Participant at all times take all reasonable steps to work with Buyer to avoid a 409A Failure and after the Effective Timeto mitigate or correct any 409A Failures in accordance with applicable laws, and subject to the immediately following sentenceTreasury regulations, Washington Mutual shall, guidelines or shall cause the Surviving Corporation and its subsidiaries to, provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees of Washington Mutual. As soon as practicable after the Effective Time, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, cause the Continuing Employees to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (other than those individuals identified in Section 4.11(a) of the Providian Disclosure Schedule as having an employment, change of control, severance or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated employee of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, with respect to all Paid Time Off (as such term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal timepolicies imposed by any Governmental Authority including, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries limited to, at its discretionSeller providing the annual notification described above and amending the Section 409A Plans as appropriate to avoid, either pay the Continuing Employee his mitigate or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that correct any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee as soon as practicable after the Effective Time. By no later than the date on which the Continuing Employees are placed on the Washington Mutual payroll system, the Continuing Employees shall receive a cash payment equal to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in this409A Failures.

Employees; Employee Benefit Plans. (a) Washington Mutual shallWithout the consultation and approval of WMI (which shall not be unreasonably withheld, delayed or shall cause the Surviving Corporation and its subsidiaries to, (i) give those employees who are, as of the Effective Time, employed by Providian and its subsidiaries (the “Continuing Employees”) full credit for purposes of eligibility, vesting and benefit accruals under any employee benefit plans or arrangements maintained by Washington Mutual, the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectively, the “Washington Mutual Plans”conditioned), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare American Savings Bank shall not establish any Benefit Plan and shall not amend or terminate any “final average pay” defined benefit pension plan Benefit Plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) to the same extent recognized by Providian and its subsidiaries, and (ii) waive all limitations except as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Plan that is a welfare benefit plan that such employees may be eligible required by law) or make any contribution to participate any Benefit Plan except in after the Effective Time, such amount and (iii) provide credit under any at such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs; provided, however, that no such service shall times as may be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, required by law or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Planas are consistent with past practices. (b) From American Savings Bank shall not disseminate or make available any memoranda, notices, plan summaries, or other communications regarding the terms and after conditions of employment or benefits payable as a result of employment or the Benefit Plans (other than materials customarily furnished by American Savings Bank to new employees or as required by law or the applicable Plan) without the consultation and approval of WMI or the Plan Administration Committee of WMI (which shall not be unreasonably withheld, delayed or conditioned). (c) All necessary action shall be taken to initiate termination of the American Savings Bank Phantom Share Plan (the "Phantom Share Plan"), the American Savings Bank Executive Short-Term Incentive Plan (the "Short-Term Incentive Plan") and the American Savings Bank Executive Long-Term Incentive Plan (the "Long-Term Incentive Plan"), in each case in accordance with its terms so that termination can occur within 120 days following Closing. All amounts due and owing to participants in any of such plans shall be accrued as a liability of American Savings Bank prior to Closing and thereafter paid in accordance with their terms. (d) Other than in the ordinary course of business consistent with past practice or except as required by agreements disclosed on Disclosure Schedule 4.14(a)(i), American Savings Bank shall not grant any severance or termination pay to or enter into or amend any employment agreement with, or increase the amount of payments or fees to, any of its employees, officers or directors; provided that American Savings Bank may, with the prior written consent of WMI, pay or agree to pay reasonable amounts to induce officers and other employees to remain in the employ of American Savings Bank. (e) No amendments will be made to the Change of Control Agreements listed on Disclosure Schedule 4.14(f) except for a First Amendment to Change of Control Agreement with respect to each such agreement, the form of which was approved by the Compensation Committee of the board of directors of American Savings Bank and a copy of which has been provided to WMI. (f) Prior to Closing American Savings Bank shall make all contributions required by the terms of that certain Grantor Trust/Trust Agreement between American Savings Bank and Security Pacific National Bank dated June 25, 1991. In addition, American Savings Bank shall, prior to Closing, cause the trust to eliminate corporate owned life insurance from the trust assets. (g) The Keystone Entities shall not make any changes to the Phantom Share Plan, the Long-Term Incentive Plan, the Change of Control Agreements and the Short-Term Incentive Plan without the prior written consent of WMI. The total payments, net of accrual, to be made to employees under such plans and agreements shall not exceed $27 million, assuming that the applicable price per share of WMI Common Stock is less than or equal to $28.00 and without giving effect to any increase if such per share amount is greater than $28.00. (h) Prior to the Effective Time, KH Partners, the Keystone Entities and subject the Keystone Entity Subsidiaries shall take all action necessary to insure that no individual will receive an "excess parachute payment," as defined in Section 280G(b)(1) of the immediately following sentenceCode, Washington Mutual shall, as a result of the Closing or shall cause any change described in Section 280G(b)(2)(A)(i) of the Surviving Corporation and its subsidiaries to, provide Code. (i) During the period from the date of this Agreement to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees of Washington Mutual. As soon as practicable after the Effective Time, Washington Mutual shallAmerican Savings Bank shall not authorize, designate or shall cause permit any additional employee of American Savings Bank to participate in the Surviving Corporation and its subsidiaries to, cause the Continuing Employees American Savings Bank Executive Compensation Program's Life Insurance Plan. (j) The Keystone Entities agree to commence participation in such Washington Mutual Plans as amend their 401(k) plan prior to Closing so that participant loans are provided to similarly situated employees of Washington Mutualno longer available, and provided, further, that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (other than those individuals identified in Section 4.11(amay amend their 401(k) plan to allow partial repayments of the Providian Disclosure Schedule as having an employment, change of control, severance or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated employee of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, with respect to all Paid Time Off (as such term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee his or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee as soon as practicable after the Effective Time. By no later than the date on which the Continuing Employees are placed on the Washington Mutual payroll system, the Continuing Employees shall receive a cash payment equal to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in thisexisting loans thereunder.

Employees; Employee Benefit Plans. (a) Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, (i) give those employees who are, as of the Effective Time, employed by Providian and its subsidiaries (the “Continuing Employees”) full credit for purposes of eligibility, vesting and benefit accruals under any employee benefit plans or arrangements maintained by Washington Mutual, the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectively, the “Washington Mutual Plans”), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) to the same extent recognized by Providian and its subsidiaries, and (ii) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective Time, and (iii) provide credit under any such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Plan. (b) From and after the Effective Time, and subject the benefits to the immediately following sentence, Washington Mutual shall, or shall cause the Surviving Corporation be provided to employees of Bank United Corp. and its subsidiaries to, provide to Subsidiaries as of the Continuing Employees with compensation Effective Time ("Covered Employees") shall be the benefit plans and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are programs provided to similarly situated employees of Washington Mutual. As soon Washington Mutual shall, from and after the Effective Time, (i) comply with the Plans and other contractual commitments of Bank United Corp. to its current and former employees in accordance with their terms and honor all employee benefit obligations to current and former employees of Bank United Corp. and its Subsidiaries under the Plans or the applicable contractual commitment, (ii) provide Covered Employees credit for the most recent period of uninterrupted service (including any bridging or prior service credit, without regard to whether there has been an interruption in service, solely to the extent provided by Bank United Corp. and its Subsidiaries as practicable of the date hereof) with Bank United Corp. or any of its Subsidiaries (and their predecessors) prior to the Effective Time for all purposes under employee benefit plans of Washington Mutual or its Subsidiaries (other than Washington Mutual's noncontributory cash balance defined benefit pension plan), (iii) permit each Covered Employee which was a participant in the Bank United Corp. 401(k) plan (the "401(k) Plan") immediately prior to the Closing Date to commence participation in the Washington Mutual, Inc. 401(k) plan on the Closing Date, (iv) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Plans) and eligibility waiting periods under group health plans of Washington Mutual to be waived with respect to Covered Employees (and their eligible dependents) who become participants in such group health plans and (v) use reasonable efforts to give credit for or otherwise take into account the out-of-pocket expenses and annual expense limitations paid by each Covered Employee under the comparable Plans for the year in which the Effective Time occurs. From and after the Effective Time, Washington Mutual shallshall honor all vacation and paid time off of the Covered Employees accrued as of the Effective Time, or shall cause in accordance with the Surviving Corporation Bank United Corp. policy as in effect on the date hereof. From and its subsidiaries toafter the Effective Time, cause the Continuing Employees to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing a Covered Employee whose employment who is terminated (as defined in the applicable Bank United Corp. severance plan or policy as in effect immediately prior to the Effective Time) during the twelve-month period following commencing at the Effective Time (other than those individuals identified in Section 4.11(a) of and ending on the Providian Disclosure Schedule as having an employment, change of control, severance or similar type of agreement) 12-month anniversary thereof shall be entitled to receive the severance pay payments and benefits that a similarly situated employee of Washington Mutual would receive under the applicable Bank United Corp. severance plan or policy as in effect on the date hereof (without amendment on or after the Effective Time). Except as otherwise prohibited under this Section 7.7, nothing in this Section 7.7 shall be interpreted as preventing Washington Mutual or its Subsidiaries from amending, modifying or terminating any Plans or other contracts, arrangements, commitments or understandings, in a manner consistent with their terms and applicable law. (b) Subject to applicable law and the amendment provisions of the 401(k) Plan, Bank United Corp. agrees to amend the 401(k) Plan that is a severance plan. In addition prior to the foregoing, with respect to all Paid Time Off (as such term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time so that (“PTO”i) by any Continuing Employee under participant loans are no longer available as of the applicable PTO PlanEffective Time, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee his or her PTO as soon as practicable (ii) discretionary matching contributions on participant contributions made after the Effective Time or allow shall not exceed 100% of such Continuing Employee to convert such PTO into vacation or sick leave participant's contributions not in excess of three percent of each participant's considered compensation, (or a combination thereof); provided, however, that any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee as soon as practicable iii) on and after the Effective Time. By no later than , employees shall first become participants in the date on which 401(k) Plan only after completing one year of active service with the Continuing Employees are placed on plan sponsor and its related entities, and (iv) effective as of the Washington Mutual payroll systemEffective Time, the Continuing Employees vesting schedule shall receive be revised to conform to the following: (A) less than two years vesting service = 0% vested; (B) two years vesting service = 25% vested; (C) three years vesting service = 50% vested; (D) four years vesting service = 75% vested; and (E) five or more years vesting service = 100% vested. Bank United Corp. agrees that the plan does not currently provide, and will not be amended to provide, benefit distribution options other than lump sum distributions with respect to any portion of a cash payment equal participant's account attributable to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in thisservice with Bank United Corp.

Employees; Employee Benefit Plans. (a) Washington Mutual shallParent shall use its reasonable good faith efforts to minimize the impact of the Merger and the Bank Merger on employees of Seller and Seller Bank, or shall cause consistent with Parent’s and Parent Bank’s plans for the Surviving Corporation and its subsidiaries to, (i) give those employees who are, as operations of the business of the combined entities following the Effective Time; provided, employed by Providian however, that this Agreement shall not be construed to limit the ability of Parent or Parent Bank to close a branch or terminate the employment of any employee. Parent and its subsidiaries Parent Bank will offer Seller Bank employees whose jobs are eliminated as a result of the Bank Merger priority in applying for open positions within Parent and Parent Bank. (the “Continuing Employees”b) full credit for purposes of eligibility, vesting and benefit accruals under With respect to any employee benefit plans of Parent or arrangements maintained by Washington Mutual, its Subsidiaries in which any employees of Seller or its Subsidiaries become eligible to participate on or after the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation Effective Time (collectively, the “Washington Mutual New Plans”), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan Parent shall: (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) to the same extent recognized by Providian and its subsidiaries, and (iii) waive all limitations as to preexisting pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees such employees and their eligible dependents under any Washington Mutual New Plans, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under the analogous Seller Benefit Plan, (ii) to the extent permitted by the New Plans and commercially practicable, provide each such employee and their eligible dependents with credit for any co-payments or co-insurance and deductibles paid prior to the Effective Time under a Seller Benefit Plan (to the same extent that such credit was given under the analogous Seller Benefit Plan prior to the Effective Time) in satisfying any applicable deductible, co-payment, co-insurance or maximum out-of-pocket requirements under any New Plans, and (iii) recognize all service of such employees with Seller and its Subsidiaries for all purposes in any New Plan to the same extent that such service was taken into account under the analogous Seller Benefit Plan prior to the Effective Time; provided that the foregoing service recognition shall not apply (A) to the extent it would result in duplication of benefits for the same period of services, (B) for purposes of any defined benefit pension plan or benefit plan that provides retiree welfare benefits, or (C) to any benefit plan that is a welfare benefit frozen plan or provides grandfathered benefits. (c) With regard to the employment, change in control or other severance agreements that are identified in Seller Disclosure Schedule 6.6(c), Parent will pay to each employee identified on Seller Disclosure Schedule 6.6(c) the amount set forth beside his or her name thereon in a single lump sum at the Effective Time in exchange for the termination of such employees may agreement, without regard to any such employee’s continued employment by Parent following the Effective Time. The estimated amounts payable under the employment and change in control severance agreements are stated in Seller Disclosure Schedule 6.6(c). Despite anything in this Agreement to the contrary, however, the Surviving Corporation is not required to make and the Surviving Corporation will not make a payment that would constitute a “parachute payment” (as that term is defined in Internal Revenue Code Section 280G and Internal Revenue Service implementing regulations). If a payment would constitute a parachute payment, the payment will be eligible reduced to participate one dollar less than the amount beyond which the payment would be considered a parachute payment. (d) Excluding any employee of Seller or its Subsidiaries who is a party to an employment, change-in-control, or other agreement identified in Seller Disclosure Schedule 6.6(c) that provides for severance payments, all of whom will receive payments at the Effective Time pursuant to Section 6.6(c), Parent will cause the Surviving Corporation to pay severance as provided in this Section 6.6(d) to any person who is an employee of Seller or its Subsidiaries at the Effective Time but whose employment does not continue with the Surviving Corporation or its Subsidiaries after the Effective Time or whose employment is terminated within one year after the Effective Time, excluding any employee terminated for cause. As a condition to entitlement to severance pay, employees must execute appropriate release of claims and confidentiality documents. For purposes of this provision, cause means termination because of material neglect of or material refusal to perform any duty or responsibility as an employee other than as a result of sickness, accident, or similar cause beyond an employee’s reasonable control, dishonesty, commission of a crime (iiiother than minor traffic violations), or misconduct. Severance under this Section 6.6(d) provide credit under is two (2) week of base pay for each full year of service (including service with Seller, Parent, or a Subsidiary of either), with a minimum of eight (8) weeks and a maximum of twenty-six (26) weeks of base pay. For purposes of this provision, base pay means base salary before pre-tax deductions for a salaried employee, and for an hourly employee the employee’s total scheduled hours (prorated, as appropriate) before any such welfare plan for any copre-payments, deductibles and out-of-pocket expenditures tax deductions for the remainder of 12 full calendar months preceding the coverage period during month in which any transfer of coverage the Effective Time occurs; provided, however, that no such service . Severance payments pursuant to this Section 6.6 shall be recognized made as promptly as practicable, and in no event later than fifteen (15) days after the later to occur of (a) employee’s termination or (b) the extent such recognition would result in the duplication of benefitsdate employee has executed Parent’s standard severance and release agreement. Notwithstanding the foregoing sentenceIn addition to severance under this Section 6.6(d), for purposes of the Excluded Plans, Washington Mutual shall, or shall cause the Surviving Corporation and may pay retention or other incentive bonuses to employees of Seller or its subsidiaries Subsidiaries identified by Parent after consulting with Seller, as critical to give the Continuing Employees credit data processing or other transition tasks or who are otherwise determined by Parent to be key officers or employees. Retention bonuses may have a vesting term of up to one year, with bonus forfeiture occurring for eligibility and vesting termination before vesting. Retention bonuses, if any, would be in addition to any bonus for purposes which any former officer or employee or Seller or its Subsidiaries may be eligible as an employee of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension PlanSurviving Corporation or Parent Bank. (be) From Seller shall either continue Seller’s 401(k) plan(s) or if, and after only if, requested by Parent in writing not later than thirty (30) days prior to the Effective Time, and subject Seller shall take all actions as are necessary, including the adoption of Board of Directors or compensation committee resolutions or consents, to the immediately following sentenceterminate Seller’s 401(k) plan(s), Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, provide to the Continuing Employees with compensation and benefit arrangements that are effective no less favorable in the aggregate later than the compensation and benefit arrangements that are provided day immediately prior to similarly situated employees of Washington Mutual. As soon as practicable after the Effective Time, Washington Mutual shallwith such termination to be subject to the occurrence of the Effective Time. Prior to taking any such action, Seller shall provide Parent with a copy of such resolutions or consent in connection with such plan termination, and shall consider any comments provided by Parent in good faith. Parent shall cause the Surviving Corporation and 401(k) plans of Parent or its subsidiaries to, cause the Continuing Employees Affiliates to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (other than those individuals identified in Section 4.11(a) of the Providian Disclosure Schedule as having an employment, change of control, severance or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated employee of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, with respect to all Paid Time Off (as such term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee his or her PTO accept as soon as practicable after the Effective Time or allow rollover distributions from current and former employees of Seller and its Subsidiaries with respect to such Continuing Employee to convert such PTO into vacation or sick leave individuals’ account balances (or a combination thereofincluding loans); provided, however, that if elected by any such converted PTO may be subject individuals. (f) Nothing in this Agreement shall confer upon any employee, officer, director or consultant of Seller or any of its Subsidiaries or affiliates any right to a maximum capcontinue in the employ or service of the Surviving Corporation, Seller, or any Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of the Surviving Corporation, Seller, Parent or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller or any of its Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to (i) establish, amend, or modify any excess PTO Seller Benefit Plan, New Plan or any other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of the Surviving Corporation or any of its Subsidiaries or affiliates to be paid in cash to the Continuing Employee as soon as practicable amend, modify or terminate any particular Seller Benefit Plan, New Plan or any other benefit or employment plan, program, agreement or arrangement after the Effective Time. By no later than Without limiting the date on which generality of the Continuing Employees are placed on the Washington Mutual payroll systemfinal sentence of Section 9.11, the Continuing Employees nothing in this Section 6.6, express or implied, is intended to or shall receive a cash payment equal to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in thisconfer upon any person, including any current or former employee, officer, director or consultant of Seller or any of its Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Employees; Employee Benefit Plans. (a) Washington Mutual shall, All employees of American Savings Bank or shall cause the Surviving Corporation and its subsidiaries to, Keystone Entity Subsidiaries who have worked for such entities for (i) give those at least one year (a minimum of 1,000 hours in a calendar year) who continue as employees of an WM Entity or any WMI Subsidiary or (ii) less than one year but who arecontinue as employees of an WM Entity or any WMI Subsidiary for the balance of one year (a minimum of an aggregate of 1,000 hours in a calendar year) shall receive service credit for employment at any Keystone Entity and any Keystone Entity Subsidiary of one year for purposes of meeting all eligibility and vesting requirements for participation in the WMI Retirement Savings and Investment Plan (the "WMI RSIP"). (b) At the Effective Time or as soon thereafter as is operationally reasonable for WMI, the Keystone Entities' 401(k) plan shall be merged into the WMI RSIP. On the Effective Date, deferrals and contributions to the Keystone Entities' 401(k) shall cease and such plan will be frozen. As soon as practical following the Effective Date, the American Savings Bank employees will be enrolled in the WMI RSIP. The profit sharing contribution for Keystone Entity employees made for the period following the Effective Time shall be prorated for the period of time that the Keystone Entity employee is a participant in the merged plan. (c) Effective as of the Effective Time, employed by Providian all employees of American Savings Bank or the Keystone Entity Subsidiaries shall, at the option of WMI, either continue to participate in the Benefit Plans that are employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) or "cafeteria plans" (within the meaning of Section 125 of the Code) and its subsidiaries are in effect immediately prior to the Effective Time or become participants in similar WMI employee benefit plans, practices and policies (the “Continuing Employees”"WMI Welfare Benefit Plans") full credit for purposes on the same terms and conditions as similarly situated WMI employees. If any of eligibility, vesting and benefit accruals under any employee benefit plans or arrangements maintained by Washington Mutual, the Surviving Corporation or any subsidiary employees of Washington Mutual American Savings Bank or the Surviving Corporation (collectively, the “Washington Mutual Plans”), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) to the same extent recognized by Providian and its subsidiaries, and (ii) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Plan that is a welfare benefit plan that such employees may be Keystone Entity Subsidiaries shall become eligible to participate in any WMI Welfare Benefit Plans that provide medical, hospitalization or dental benefits, WMI shall waive any pre-existing condition exclusions and actively at work requirements (to the extent that a waiver of the actively at work requirement would be available to an employee of WMI or its subsidiaries under similar circumstances, (but shall not waive general requirements of formal employment with WMI or its subsidiaries). (d) All vacation accrued and not used by employees of American Savings Bank and the Keystone Entity Subsidiaries prior to the Effective Time shall be maintained by WMI after the Effective Time, and (iii) provide credit under any such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs; provided, however, that no following the Closing, such vacation shall accrue at the same rate as for similarly situated WMI employees (counting service shall be recognized credit earned prior to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Plan. (b) From and after the Effective Time, and subject to the immediately following sentence, Washington Mutual shall, ). All sick leave or shall cause the Surviving Corporation and its subsidiaries to, provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated short-term disability accrued by employees of Washington Mutual. As soon as practicable after American Savings Bank and the Effective Time, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, cause the Continuing Employees Keystone Entity Subsidiaries prior to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (other than those individuals identified in Section 4.11(a) of the Providian Disclosure Schedule as having an employment, change of control, severance or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated employee of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, with respect to all Paid Time Off (as such term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) maintained by any Continuing Employee under the applicable PTO Plan, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee his or her PTO as soon as practicable WMI after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that any following the Closing, such converted PTO may be subject sick leave and short-term disability shall accrue at the same rate as for similarly situated WMI employees (counting service credit earned prior to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee as soon as practicable after the Effective Time). By Promptly following Closing, to the extent not inconsistent with specific employment agreements employees of American Savings Bank and the Keystone Entity Subsidiaries shall be paid for any vacation or sick leave accrued prior to the Effective Time to which such employees will no later than longer be entitled as WMI employees. (e) The American Savings Bank Grantor Trust which is intended to provide the date on which funding for the Continuing Employees are placed on American Savings Bank Executive Compensation Program's Supplemental Executive Retirement Plan I for both Senior Vice Presidents and for the Washington Mutual payroll systemExecutive Vice Presidents and above (collectively the "American Savings Bank SERP") and for the American Savings Bank Executive Compensation Program's Deferred Compensation Plan (as restated as of January 1, 1995) (the "American Savings Bank Deferred Compensation Plan"), the Continuing Employees shall receive American Savings Bank SERP and the Deferred Compensation Plan will be maintained for the benefit of all persons with a cash payment equal to their respective sabbatical leave accrued through vested interest in the relevant payment date thereof. Notwithstanding anything set forth in thisAmerican Savings Bank SERP and/or the American Savings Bank Deferred Compensation Plan at Closing.

Employees; Employee Benefit Plans. CBS, GTC and GCI agree to the following matters with regard to employees of GTC, GCI, the Limited Partnership, or the Station after the Effective Time: (a) Washington Mutual shallCBS, GTC and GCI will continue the employment of all actively employed (including employees on short term disability leave of absence) Station Employees as of the Effective Time. Following the Effective Time, CBS shall maintain, or shall cause the Surviving Corporation and its subsidiaries toLimited Partnership to maintain, (i) give those employees who are, as on behalf of the Station Employees base compensation at the same level as in effect immediately prior to the Effective Time, employed by Providian Time and its subsidiaries (the “Continuing Employees”) full credit for purposes of eligibility, vesting and benefit accruals under any employee benefit plans or and arrangements maintained by Washington Mutualthat are, in the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectivelyaggregate, the “Washington Mutual Plans”), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) comparable to the same extent recognized by Providian employee benefit plans and its subsidiaries, and (ii) waive all limitations as arrangements in effect from time to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Plan that is a welfare benefit plan that such employees may be eligible to participate in time after the Effective Time, and (iii) provide credit under any such welfare plan Time for any co-payments, deductibles and out-of-pocket expenditures for the remainder similarly situated employees of the coverage period during which any transfer of coverage occursCBS in its broadcasting businesses; provided, however, that no such service Station Employee shall be recognized entitled to the extent such recognition would result participate in the duplication of benefitsCBS's and its Affiliates' tax-qualified or non-qualified defined benefit pension or excess plans, including any cash balance component thereof. Notwithstanding the foregoing sentenceforegoing, for purposes of not less than six months following the Excluded PlansEffective Time, Washington Mutual shallCBS shall provide, or shall cause the Surviving Corporation Limited Partnership to provide, severance pay and severance benefits to each Station Employee that are no less favorable than under the Benefit Plans or Gaylord's existing employment policies (except where otherwise provided in existing employment or personal services agreements). Notwithstanding the foregoing, except where existing employment or personal services agreements provide otherwise, CBS shall have the right to make changes or cause changes to be made in compensation, benefits and other terms of employment and to terminate the employment of any employee as CBS determines in its subsidiaries sole discretion. Nothing in this Agreement shall be construed as granting to give the Continuing Employees credit for eligibility and vesting for purposes any employee any rights of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Plancontinuing employment. (b) From and after For purposes of providing health insurance coverage to Station Employees, CBS shall waive (or obtain a waiver of) all preexisting condition limitations for all such employees who are covered by the Effective Time, and subject to the immediately following sentence, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees Station's existing health care plan as of Washington Mutual. As soon as practicable after the Effective Time, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, cause the Continuing Employees to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (other than those individuals identified in Section 4.11(aknown preexisting conditions that were excluded by the Station's health care plan) and shall provide such health care coverage effective as of the Providian Disclosure Effective Time without the application of any eligibility period for coverage (unless a waiting period applied under the Station's plan). In addition, CBS shall credit all payments made by such employees and their dependents (pursuant to the Station's existing health care plan as of the Effective Time) toward deductible, co-payment, out-of-pocket and lifetime limits under CBS's health care and dental care plans for the plan year that includes the Effective Time. (c) As of the Effective Time, CBS, GTC and GCI will provide all Station Employees with credit for years of service at the Station or Gaylxxx xx its Affiliates for eligibility and vesting purposes (but not for benefit accrual purposes or where it would result in a duplication of benefits) under CBS' applicable benefit plans, including severance arrangements (excluding, for this purpose, any Station Employee who is a key employee listed in Schedule as having 5.2(e) and any other Station Employee with an employmentemployment or personal services agreement which would provide otherwise in respect of severance payable thereunder), change of controlbut only to the extent credited under the applicable Benefit Plan or other applicable Gaylxxx xxxn. Without limiting the foregoing, severance or similar type of agreement) all Station Employees shall be entitled to receive severance pay and benefits that a similarly situated employee full credit for years of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, service with respect to their right (if any) to receive stock options under CBS's Fund the Future Program. (d) CBS shall indemnify and hold harmless Gaylxxx xxx its Affiliates from and against any liabilities or obligations in connection with the Workers Adjustment and Retraining Notification Act (or any similar state or local law) in connection with this transaction, other than any liabilities or obligations relating to a violation by Gaylxxx xx such act (or such similar state or local law) prior to the Effective Time. (e) The parties agree to those provisions set forth in Schedule 5.2(e). (f) Except as specifically provided in this Section 5.2, Gaylxxx xxxll retain responsibility for (i) sponsorship of all Paid Time Off of the Benefit Plans, all other applicable Gaylxxx xxxefit and compensation plans, and any other benefit or compensation plans formerly made available to employees, and (ii) all liabilities and obligations for employee benefits (including Gaylxxx xxxloyee stock options) and for claims relating to employment (or termination of employment) which are in respect of (y) retirees and other former employees of GTC, GCI, the Limited Partnership and the Station (regardless of whether such liabilities accrued before, on or following the Closing) and (z) Station Employees to the extent the event or events giving rise to the liability or obligation occurred predominantly on or prior to the Closing. (g) Effective as such term is defined to include vacationof the Effective Time, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through each Station Employee participating in the Gaylxxx Xxxsion Plan as of the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee become fully vested in his or her PTO accrued benefit under the Gaylxxx Xxxsion Plan. (h) Effective as soon as practicable after of the Effective Time Time, CBS shall have in effect a profit-sharing plan that includes a qualified cash or allow such Continuing Employee deferred arrangement within the meaning of Section 401(k) of the Code (the "CBS 401(k) Plan") that will provide benefits to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee Station Employees as soon as practicable after of the Effective Time. By no later than Each Station Employee participating in the date on which Gaylxxx 401(k) Plan as of the Continuing Employees are placed on Effective Time shall become a participant in CBS' 401(k) Plan as of the Washington Mutual payroll systemEffective Time. Effective as of the Effective Time, each Station Employee participating in the Continuing Employees Gaylxxx 000(k) Plan as of the Effective Time shall receive a cash payment equal to their respective sabbatical leave accrued through become fully vested in his or her account balance under the relevant payment date thereof. Notwithstanding anything set forth in thisGaylxxx 000(k) Plan.

Employees; Employee Benefit Plans. (a) Washington Mutual shall, As of or shall cause the Surviving Corporation and its subsidiaries to, (i) give those employees who are, as of soon as practicable following the Effective Time, employed by Providian the employees of Seasons and its subsidiaries Subsidiaries (the “Continuing Seasons Employees”) full credit for purposes shall become employees of eligibility, vesting NBC or a Subsidiary thereof and benefit accruals under any employee benefit plans or arrangements maintained by Washington Mutual, the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectively, the “Washington Mutual Plans”), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) to the same extent recognized by Providian and its subsidiaries, and (ii) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Plan that is a welfare benefit plan that such employees may shall be eligible to participate in after the Effective Time, and (iii) provide credit under any such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the coverage period during NBC Plans in which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Plan. (b) From and after the Effective Time, and subject to the immediately following sentence, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees of Washington Mutual. As soon NBC or Cadence participate, to the same extent as practicable after the Effective Time, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, cause the Continuing Employees to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, NBC or Cadence (it being understood that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (other than those individuals identified inclusion of Seasons Employees in Section 4.11(a) of the Providian Disclosure Schedule as having an employment, change of control, severance or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated such employee of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, benefit plans may occur at different times with respect to all Paid Time Off (as such term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee his or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereofdifferent plans); provided, however, that (i) nothing contained herein shall require NBC or any of its Subsidiaries to make any grants to any Seasons Employee under the NBC Stock Option Plans, it being understood that any such converted PTO may grants are completely discretionary, (ii) nothing contained herein shall require NBC or any of its Subsidiaries to permit a Seasons Employee who is receiving severance as a result of the transactions contemplated by this Agreement pursuant to any employment, severance, consulting or other compensation agreements, plans and arrangements with Seasons or any of its Subsidiaries to participate in any severance or change in control of agreement or plan offered by NBC or any of its Subsidiaries, and (iii) nothing contained herein shall require a Seasons Employee’s participation in the NBC defined benefit pension or NBC Employee Stock Ownership Plan. (b) With respect to each NBC Plan, for purposes of determining eligibility to participate, vesting, entitlement to benefits and vacation entitlement (but not for participation or accrual of benefits under any NBC defined benefit pension plan), service with Seasons or any Subsidiary shall be subject treated as service with NBC; provided, however, that such service shall not be recognized to the extent that such recognition would result in a maximum capduplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations with respect to any excess PTO NBC Plan (including those required or governed by the Health Insurance Portability and Accountability Act of 1996). Each NBC Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Seasons Plan to the extent information is provided by the employee, third-party administrator or insurance carrier. Seasons Employees shall be given full credit for amounts paid under a corresponding Seasons or any Subsidiary benefit plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in cash accordance with the terms and conditions of the NBC Plan during the applicable plan year. (c) Concurrently with the execution of this Agreement by the parties hereto, (i) Xxxxxxx X. Xxxxxx shall enter into a Termination and Release Agreement, effective as of the Closing, substantially in the form of Exhibit A hereto. (d) Concurrently with the execution of this Agreement, Xxxxx X. Xxxxxx and Xxxx Xxxxxx shall enter into Termination and Release Agreements substantially in the forms attached as Exhibits B and C, respectively. Concurrently with the execution of this Agreement, Xxxx Xxxxxx and Xxxxx X. Xxxxxx shall into the Employment Agreements substantially in the forms attached as Exhibits D and E, respectively. (e) Immediately prior to the Continuing Effective Time, the Seasons Simple XXX Plan shall be terminated and the Seasons employees who are then participating in the Seasons Simple XXX Plan shall be eligible to become participants in the NBC Employee 401(k) Plan. (f) Any person who is serving as soon an employee of either Seasons or any Subsidiary thereof as practicable of the date of this Agreement (other than those employees covered by either a written employment or severance agreement) whose employment is discontinued by NBC or any of its Subsidiaries within one year after the Effective Time. By no later than the date on which the Continuing Employees are placed on the Washington Mutual payroll system, the Continuing Employees Time (unless termination of such employment is for Cause (as defined below)) shall receive a cash payment equal to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in thisbe entitled

Employees; Employee Benefit Plans. (a) Washington Mutual shallWithout the consultation and approval of WMI (which shall not be unreasonably withheld, delayed or shall cause the Surviving Corporation and its subsidiaries to, (i) give those employees who are, as of the Effective Time, employed by Providian and its subsidiaries (the “Continuing Employees”) full credit for purposes of eligibility, vesting and benefit accruals under any employee benefit plans or arrangements maintained by Washington Mutual, the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectively, the “Washington Mutual Plans”conditioned), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare American Savings Bank shall not establish any Benefit Plan and shall not amend or terminate any “final average pay” defined benefit pension plan Benefit Plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) to the same extent recognized by Providian and its subsidiaries, and (ii) waive all limitations except as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Plan that is a welfare benefit plan that such employees may be eligible required by law) or make any contribution to participate any Benefit Plan except in after the Effective Time, such amount and (iii) provide credit under any at such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs; provided, however, that no such service shall times as may be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, required by law or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Planas are consistent with past practices. (b) From American Savings Bank shall not disseminate or make available any memoranda, notices, plan summaries, or other communications regarding the terms and after conditions of employment or benefits payable as a result of employment or the Benefit Plans (other than materials customarily furnished by American Savings Bank to new employees or as required by law or the applicable Plan) without the consultation and approval of WMI or the Plan Administration Committee of WMI (which shall not be unreasonably withheld, delayed or conditioned). (c) All necessary action shall be taken to initiate termination of the American Savings Bank Phantom Share Plan (the "Phantom Share Plan"), the American Savings Bank Executive Short- Term Incentive Plan (the "Short-Term Incentive Plan") and the American Savings Bank Executive Long-Term Incentive Plan (the "Long-Term Incentive Plan"), in each case in accordance with its terms so that termination can occur within 120 days following Closing. All amounts due and owing to participants in any of such plans shall be accrued as a liability of American Savings Bank prior to Closing and thereafter paid in accordance with their terms. (d) Other than in the ordinary course of business consistent with past practice or except as required by agreements disclosed on Disclosure Schedule 4.14(a)(i), American Savings Bank shall not grant any severance or termination pay to or enter into or amend any employment agreement with, or increase the amount of payments or fees to, any of its employees, officers or directors; provided that American Savings Bank may, with the prior written consent of WMI, pay or agree to pay reasonable amounts to induce officers and other employees to remain in the employ of American Savings Bank. (e) No amendments will be made to the Change of Control Agreements listed on Disclosure Schedule 4.14(f) except for a First Amendment to Change of Control Agreement with respect to each such agreement, the form of which was approved by the Compensation Committee of the board of directors of American Savings Bank and a copy of which has been provided to WMI. (f) Prior to Closing American Savings Bank shall make all contributions required by the terms of that certain Grantor Trust/Trust Agreement between American Savings Bank and Security Pacific National Bank dated June 25, 1991. In addition, American Savings Bank shall, prior to Closing, cause the trust to eliminate corporate owned life insurance from the trust assets. (g) The Keystone Entities shall not make any changes to the Phantom Share Plan, the Long-Term Incentive Plan, the Change of Control Agreements and the Short-Term Incentive Plan without the prior written consent of WMI. The total payments, net of accrual, to be made to employees under such plans and agreements shall not exceed $27 million, assuming that the applicable price per share of WMI Common Stock is less than or equal to $28.00 and without giving effect to any increase if such per share amount is greater than $28.00. (h) Prior to the Effective Time, KH Partners, the Keystone Entities and subject the Keystone Entity Subsidiaries shall take all action necessary to insure that no individual will receive an "excess parachute payment," as defined in Section 280G(b)(1) of the immediately following sentenceCode, Washington Mutual shall, as a result of the Closing or shall cause any change described in Section 280G(b)(2)(A)(i) of the Surviving Corporation and its subsidiaries to, provide Code. (i) During the period from the date of this Agreement to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees of Washington Mutual. As soon as practicable after the Effective Time, Washington Mutual shallAmerican Savings Bank shall not authorize, designate or shall cause permit any additional employee of American Savings Bank to participate in the Surviving Corporation and its subsidiaries to, cause the Continuing Employees American Savings Bank Executive Compensation Program's Life Insurance Plan. (j) The Keystone Entities agree to commence participation in such Washington Mutual Plans as amend their 401(k) plan prior to Closing so that participant loans are provided to similarly situated employees of Washington Mutualno longer available, and provided, further, that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (other than those individuals identified in Section 4.11(amay amend their 401(k) plan to allow partial repayments of the Providian Disclosure Schedule as having an employment, change of control, severance or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated employee of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, with respect to all Paid Time Off (as such term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee his or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee as soon as practicable after the Effective Time. By no later than the date on which the Continuing Employees are placed on the Washington Mutual payroll system, the Continuing Employees shall receive a cash payment equal to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in thisexisting loans thereunder.

Employees; Employee Benefit Plans. (a) Washington Mutual shallDuring the period from the Effective Time until the first anniversary thereof, Parent shall or shall cause the Surviving Corporation Company to provide to the Company Employees who are employees of the Company or a Subsidiary of the Company at the Effective Time (such Company Employees, “Continuing Employees”), compensation and its subsidiaries tobenefits that are substantially comparable, in the aggregate, to those provided to the Continuing Employees immediately prior to the date hereof (i) give those employees who areother than with respect to any equity-based compensation, as retiree welfare benefits or defined benefit pension plan benefits), while such Continuing Employees remain employed by the Company or a Subsidiary prior to the first anniversary of the Effective Time, employed . (b) With respect to each applicable employee welfare and retirement benefit plan sponsored or maintained by Providian and its subsidiaries Parent or the Surviving Company (the “Continuing Employees”) full credit for purposes of eligibility, vesting and benefit accruals under any employee benefit plans or arrangements maintained by Washington Mutual, the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectively, the “Washington Mutual Parent Plans”), other than the Washington Mutual Pension Planif any, Washington Mutual Supplemental Executive Retirement Accumulation Planfor purposes of determining eligibility to participate, Supplemental Employee Retirement Planvesting, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or entitlement to benefits and vacation entitlement (but not for accrual of benefits under any “final average pay” defined benefit pension plan, post-retirement welfare benefit plan (collectively, the or “Excluded Plans”core contributions” under a U.S. tax qualified defined contribution Parent Plan), for such Continuing Employees’ service with Providian the Company or any subsidiary Subsidiary shall be treated as service with Parent; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of Providian (benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any predecessor entity) pre-existing condition limitations with respect to any Parent Plan. Parent shall use commercially reasonable efforts to cause to be waived pre-existing condition limitations to the same extent recognized by Providian and its subsidiaries, and (ii) waive all limitations as waived under the applicable Plan. Parent shall use commercially reasonable efforts to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the cause Continuing Employees to be given credit for amounts paid under a corresponding Plan of the Company or any Washington Mutual Plan that is a welfare benefit plan that such employees may be eligible to participate in after Subsidiary during the Effective Timesame period for purposes of applying deductibles, and (iii) provide credit under any such welfare plan for any co-payments, deductibles payments and out-of-pocket expenditures for maximums as though such amounts had been paid in accordance with the remainder terms and conditions of the coverage period Parent Plan during which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Planapplicable plan year. (bc) From The Company, Parent and Merger Sub acknowledge and agree that all provisions contained in this Section 5.6 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any person (including, for the avoidance of doubt, any current or former employees, officers or directors of the Company or any of its Subsidiaries, Parent or any of its Subsidiaries, or on or after the Effective Time, and subject to the immediately following sentence, Washington Mutual shall, or shall cause the Surviving Corporation and Company or any of its subsidiaries toSubsidiaries), provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate other than the compensation and benefit arrangements that are provided to similarly situated employees of Washington Mutual. As soon as practicable after the Effective Timeparties hereto, Washington Mutual shall, any legal or shall cause the Surviving Corporation and its subsidiaries to, cause the Continuing Employees to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (equitable or other than those individuals identified in Section 4.11(a) of the Providian Disclosure Schedule as having an employment, change of control, severance rights or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated employee of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, remedies with respect to all Paid Time Off (matters provided for in this Section 5.6. Nothing in this Agreement shall be construed as such term is defined requiring Parent or the Surviving Company or any of its affiliates to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shallprovide employment, or any continued compensation, employee benefits or other rights, to any Company Employee, or to continue any specific Plan. Nothing contained herein, whether express or implied, shall cause the Surviving Corporation and its subsidiaries tobe construed as an amendment or modification of any employee benefit plan, at its discretionprogram, either pay the Continuing Employee his arrangement or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee as soon as practicable after the Effective Time. By no later than the date on which the Continuing Employees are placed on the Washington Mutual payroll system, the Continuing Employees shall receive a cash payment equal to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in thisagreement.

Employees; Employee Benefit Plans. (a) Washington Mutual shallDuring the period from the Effective Time until the first anniversary thereof, Parent shall or shall cause the Surviving Corporation and its subsidiaries to, (i) give those Company to provide to the Company Employees who are employees who are, as of the Company or a Subsidiary of the Company at the Effective TimeTime (such Company Employees, employed by Providian and its subsidiaries (the “Continuing Employees”), compensation and benefits that are no less favorable, in the aggregate, to those provided to the Continuing Employees immediately prior to the Closing (excluding equity, equity-based and long-term incentive compensation and excluding defined benefit pension plan benefits), while such Continuing Employees remain employed by the Company or a Subsidiary. During the period from the Effective Time until the first anniversary thereof, Parent shall or shall cause the Surviving Company to provide the severance payments and benefits set forth in the MoneyGram International, Inc. Severance Plan, as it is in effect as of the signing of this Agreement (the “Severance Plan”) full credit for purposes of eligibility, vesting Continuing Employees who are terminated during such period. (b) With respect to each applicable employee welfare and retirement benefit accruals under any employee benefit plans plan sponsored or arrangements maintained by Washington Mutual, the Surviving Corporation or any subsidiary of Washington Mutual Parent or the Surviving Corporation Company (collectively, the “Washington Mutual Parent Plans”), other than the Washington Mutual Pension Planif any, Washington Mutual Supplemental Executive Retirement Accumulation Planfor purposes of determining eligibility to participate, Supplemental Employee Retirement Planvesting, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or entitlement to benefits and vacation entitlement (but not for accrual of benefits under any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”or post-retirement welfare benefit plan), for such Continuing Employees’ service with Providian the Company or any subsidiary of Providian Subsidiary (or any predecessor entityentity thereto) shall be treated as service with Parent to the same extent recognized by Providian and its subsidiariesthe Company under an comparable Plan; provided, and (ii) waive all however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations as to preexisting conditions, exclusions and waiting periods with respect to participation any Parent Plan. Each Parent Plan shall waive pre-existing condition limitations and coverage requirements applicable eligibility waiting periods to the same extent waived under the applicable Plan. The Continuing Employees shall be given credit for amounts paid under a corresponding Plan of the Company or any Washington Mutual Plan that is a welfare benefit plan that such employees may be eligible to participate in after Subsidiary during the Effective Timesame period for purposes of applying deductibles, and (iii) provide credit under any such welfare plan for any co-payments, deductibles payments and out-of-pocket expenditures for maximums as though such amounts had been paid in accordance with the remainder terms and conditions of the coverage period Parent Plan during which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Planapplicable plan year. (bc) From The Company and Parent acknowledge and agree that all provisions contained in this Section 5.6 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any person (including, for the avoidance of doubt, any current or former employees, officers or directors of the Company or any of its Subsidiaries, Parent or any of its Subsidiaries, or on or after the Effective Time, and subject to the immediately following sentence, Washington Mutual shall, or shall cause the Surviving Corporation and Company or any of its subsidiaries toSubsidiaries), provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate other than the compensation and benefit arrangements that are provided to similarly situated employees of Washington Mutual. As soon as practicable after the Effective Timeparties hereto, Washington Mutual shall, any legal or shall cause the Surviving Corporation and its subsidiaries to, cause the Continuing Employees to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (equitable or other than those individuals identified in Section 4.11(a) of the Providian Disclosure Schedule as having an employment, change of control, severance rights or similar type of agreement) shall be entitled to receive severance pay and benefits that a similarly situated employee of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, remedies with respect to all Paid Time Off (matters provided for in this Section 5.6. Nothing in this Agreement shall be construed as such term is defined requiring Parent or the Surviving Company or any of its affiliates to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shallprovide employment, or to guarantee or any continued compensation, employee benefits or other rights, to any Company Employee, or to continue any specific Plan. Nothing contained herein, whether express or implied, shall cause the Surviving Corporation and its subsidiaries tobe construed as an amendment or modification of any employee benefit plan, at its discretionprogram, either pay the Continuing Employee his arrangement or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee as soon as practicable after the Effective Time. By no later than the date on which the Continuing Employees are placed on the Washington Mutual payroll system, the Continuing Employees shall receive a cash payment equal to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in thisagreement.

Employees; Employee Benefit Plans. (a) Washington Mutual Parent shall, or shall cause the Surviving Corporation and its subsidiaries Subsidiaries to, use commercially reasonable efforts to (i) give those employees who are, as of the Effective Time, employed by Providian the Company and its subsidiaries Subsidiaries (the “Continuing Employees”) full credit for purposes of eligibility, eligibility and vesting and benefit accruals under any employee benefit plans or arrangements maintained by Washington MutualParent, the Surviving Corporation or any subsidiary Subsidiary of Washington Mutual Parent or the Surviving Corporation (collectively, the “Washington Mutual Parent Plans”), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), ) for such Continuing Employees’ ' service with Providian the Company or any subsidiary of Providian its Subsidiaries (or any predecessor entity) to the same extent recognized by Providian and its subsidiaries, and under the analogous Company Benefit Plan immediately prior to the Effective Time; (ii) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Parent Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective Time, except to the extent the employee was subject to such limitations, conditions, exclusions and waiting period prior to the Effective Time; and (iii) provide credit under any such welfare plan for any co-payments, payments and deductibles and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding . (b) From and after the foregoing sentenceEffective Time until December 31, for purposes of the Excluded Plans2011, Washington Mutual Parent shall, or shall cause the Surviving Corporation and its subsidiaries Subsidiaries to, provide to give each Continuing Employee compensation and benefit arrangements (excluding equity-based compensation) that are substantially similar in the aggregate to the compensation and benefit arrangements (excluding equity-based compensation) that were provided to such Continuing Employees credit immediately prior to the Effective Time; provided, however, that Parent shall cause the Surviving Corporation in any event to provide cash compensation for 2011 to the Company's key management as provided in the Company's 2011 budget for salaries, bonuses and commissions as set forth on Exhibit B to the Side Letter. Nothing herein shall be construed to require Parent to extend eligibility and vesting for purposes to participate to any Continuing Employee in any particular Parent Plan. Nothing herein or in Section 5.08(a) above shall be construed to require Parent or any of its Subsidiaries to extend to any Continuing Employee eligibility to participate in any Parent Plan existing prior to the Washington Mutual Retiree Welfare Plan and Effective Time or in any other particular Parent Plan. Notwithstanding the Washington Mutual Pension Plan. foregoing, (bi) From from and after the Effective TimeTime until December 31, and subject to the immediately following sentence2012, Washington Mutual Parent shall, or shall cause the Surviving Corporation and its subsidiaries Subsidiaries to, provide to the each Continuing Employees with compensation Employee vacation and holiday benefit arrangements that are no less favorable in the aggregate than the compensation vacation and holiday benefit arrangements that are were provided to similarly situated employees of Washington Mutual. As soon as practicable after such Continuing Employees immediately prior to the Effective TimeTime and (ii) during each year after December 31, Washington Mutual 2012, Parent shall, or shall cause the Surviving Corporation and its subsidiaries Subsidiaries to, cause the Continuing Employees provide to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing Employee whose employment is terminated during vacation and holiday benefit arrangements that are no less favorable than the twelve-month period following vacation and holiday benefit arrangements provided to the Effective Time (other than those individuals identified in Section 4.11(a) U.S. employees of any U.S. based Subsidiary of the Providian Disclosure Schedule as having an employmentCompany during such year. (c) The provisions of this Section 5.08 are for the sole benefit of the parties to this Agreement and nothing herein, change of controlexpressed or implied, severance is intended or similar type of agreement) shall be entitled construed to receive severance pay and benefits that a similarly situated employee confer upon or give to any Person (including for the avoidance of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, with respect to all Paid Time Off (as such term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by doubt any Continuing Employee under Employees, present or former employees or directors, consultants or independent contractors of the applicable PTO PlanCompany or any of its Subsidiaries, Washington Mutual shallParent or any of its Subsidiaries, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee his on or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee as soon as practicable after the Effective Time. By no later , the Surviving Corporation or any of its Subsidiaries), other than the date on which parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (with respect to the Continuing Employees are placed on matters provided for in this Section 5.08) under or by reason of any provision of this Agreement. Nothing contained in this Section 5.08 or elsewhere in the Washington Mutual payroll systemAgreement shall be construed to prevent, from and after the Effective Time, the termination of employment of any individual Continuing Employees Employee or, subject to the provisions of Section 5.08(a), any change in the employee benefits available to any Continuing Employee or the amendment or termination of any particular plan in accordance with its terms. Nothing contained in this Section 5.08 or elsewhere in the Agreement shall receive a cash payment equal to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in thisbe treated as an amendment of any Company Benefit Plan.

Employees; Employee Benefit Plans. (a) Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, (i) give those employees who are, Effective as of the Effective TimeClosing Date, employed by Providian Buyer shall extend offers of employment to employees listed on Schedule 3.15 whom it desires to offer employment on such terms and conditions that Buyer shall determine in its subsidiaries own discretion (such employees who accept Buyer's offer of employment hereinafter referred to as the “Continuing "Transferred Employees”) full credit for purposes "). Nothing in this Agreement shall obligate Buyer to hire any such employees. SBS Licensee and/or SBS-San Francisco shall terminate the employment of eligibility, vesting all employees who become employees of Buyer effective upon the Closing Date and benefit accruals under any employee benefit plans or arrangements maintained by Washington Mutual, the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectively, the “Washington Mutual Plans”), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) to the same extent recognized by Providian and its subsidiariesshall cooperate with, and (ii) waive use all limitations as reasonable efforts to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective Timeassist, and (iii) provide credit under any such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for not interfere with or impede Buyer in its efforts to secure satisfactory employment arrangements with the remainder Transferred Employees to whom Buyer makes offers of the coverage period during which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. Notwithstanding the foregoing sentence, for purposes of the Excluded Plans, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to give the Continuing Employees credit for eligibility and vesting for purposes of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Planemployment. (b) From and after The SBS Entities shall vest all Transferred Employees in all benefits accrued through the Effective Time, and subject Closing Date under any Employee Plan that is intended to the immediately following sentence, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees of Washington Mutual. As soon as practicable after the Effective Time, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, cause the Continuing Employees to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (other than those individuals identified in be qualified under Section 4.11(a401(a) of the Providian Disclosure Schedule Code. (c) The SBS Entities shall be solely responsible for the Employee Plans or workers compensation arrangements and all obligations and liabilities thereunder. Buyer shall not assume any of the Employee Plans or any obligation or liability thereunder. The SBS Entities shall be solely responsible for all obligations and liabilities associated with any employees of the SBS Entities who are not Transferred Employees and for all obligations and liabilities associated with any Transferred Employees that arise from or relate to facts, circumstances or conduct of the SBS Entities, any of their subsidiaries, any ERISA Affiliate of any of their Subsidiaries that occurred or is deemed to occur on or prior to the Closing. (d) The SBS Entities shall be responsible for all liabilities or obligations under the Worker Adjustment and Retraining Notification Act and any state law equivalent statutes resulting from their actions contemplated by this Agreement. (e) The SBS Entities shall retain full responsibility and liability for offering and providing "continuation coverage" to any "covered employee" and any "qualified beneficiary" who is covered by a "group health plan" sponsored or contributed to by any of the SBS Entities whose coverage under such group health plan was attributable to a covered employee's employment performing services in connection with the Station and who has experienced a qualifying event or is receiving continuation coverage on or prior to the Closing. "Continuation coverage," "covered employee," "qualified beneficiary, "qualifying event" and "group health plan" all shall have the meanings given such terms under Section 4980B of the Code and Section 601 et seq. of ERISA. (f) Each SBS Entity will remain responsible for (i) all benefits payable to its employees who, as having an employmentof the close of business on the day immediately preceding the Closing Date, change were determined to be disabled in accordance with the applicable provisions of controlthe health, severance accident, sickness, salary continuation, or similar short-term or long-term disability benefit plans or programs of such SBS Entity, (ii) all benefits payable to its employees, who as of the close of business on the business day immediately preceding the Closing Date, were receiving short-term disability benefits in accordance with the applicable provisions of the short term disability benefit plans or programs of such SBS Entity; and (iii) all benefits payable to employees of any SBS Entity who, as of the close of business on the business day immediately preceding the Closing Date, were on any type of agreementleave other than vacation leave. (g) shall be entitled Nothing contained herein, expressed or implied, is intended to receive severance pay and benefits that a similarly situated employee confer upon any Transferred Employee any right to continued employment for any period of Washington Mutual would receive under the applicable Washington Mutual Plan that time by reason of this Agreement. Nothing contained herein is a severance plan. In addition intended to the foregoing, with respect to all Paid Time Off (as such confer upon any Transferred Employee any particular term is defined to include vacation, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee his or her PTO as soon as practicable after the Effective Time or allow such Continuing Employee to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee as soon as practicable after the Effective Time. By no later than the date on which the Continuing Employees are placed on the Washington Mutual payroll system, the Continuing Employees shall receive a cash payment equal to their respective sabbatical leave accrued through the relevant payment date thereof. Notwithstanding anything set forth in thiscondition of employment.

Employees; Employee Benefit Plans. CBS, GTC and GCI agree to the following matters with regard to employees of GTC, GCI, the Limited Partnership, or the Station after the Effective Time: (a) Washington Mutual shallCBS, GTC and GCI will continue the employment of all actively employed (including employees on short term disability leave of absence) Station Employees as of the Effective Time. Following the Effective Time, CBS shall maintain, or shall cause the Surviving Corporation and its subsidiaries toLimited Partnership to maintain, (i) give those employees who are, as on behalf of the Station Employees base compensation at the same level as in effect immediately prior to the Effective Time, employed by Providian Time and its subsidiaries (the “Continuing Employees”) full credit for purposes of eligibility, vesting and benefit accruals under any employee benefit plans or and arrangements maintained by Washington Mutualthat are, in the Surviving Corporation or any subsidiary of Washington Mutual or the Surviving Corporation (collectivelyaggregate, the “Washington Mutual Plans”), other than the Washington Mutual Pension Plan, Washington Mutual Supplemental Executive Retirement Accumulation Plan, Supplemental Employee Retirement Plan, the Washington Mutual Executive Target Retirement Income Plan, the Washington Mutual Retiree Welfare Plan or any “final average pay” defined benefit pension plan (collectively, the “Excluded Plans”), for such Continuing Employees’ service with Providian or any subsidiary of Providian (or any predecessor entity) comparable to the same extent recognized by Providian employee benefit plans and its subsidiaries, and (ii) waive all limitations as arrangements in effect from time to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Washington Mutual Plan that is a welfare benefit plan that such employees may be eligible to participate in time after the Effective Time, and (iii) provide credit under any such welfare plan Time for any co-payments, deductibles and out-of-pocket expenditures for the remainder similarly situated employees of the coverage period during which any transfer of coverage occursCBS in its broadcasting businesses; provided, however, that no such service Station Employee shall be recognized entitled to the extent such recognition would result participate in the duplication of benefitsCBS's and its Affiliates' tax-qualified or non-qualified defined benefit pension or excess plans, including any cash balance component thereof. Notwithstanding the foregoing sentenceforegoing, for purposes of not less than six months following the Excluded PlansEffective Time, Washington Mutual shallCBS shall provide, or shall cause the Surviving Corporation Limited Partnership to provide, severance pay and severance benefits to each Station Employee that are no less favorable than under the Benefit Plans or Gaylord's existing employment policies (except where otherwise provided in existing employment or personal services agreements). Notwithstanding the foregoing, except where existing employment or personal services agreements provide otherwise, CBS shall have the right to make changes or cause changes to be made in compensation, benefits and other terms of employment and to terminate the employment of any employee as CBS determines in its subsidiaries sole discretion. Nothing in this Agreement shall be construed as granting to give the Continuing Employees credit for eligibility and vesting for purposes any employee any rights of the Washington Mutual Retiree Welfare Plan and the Washington Mutual Pension Plancontinuing employment. (b) From and after For purposes of providing health insurance coverage to Station Employees, CBS shall waive (or obtain a waiver of) all preexisting condition limitations for all such employees who are covered by the Effective Time, and subject to the immediately following sentence, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, provide to the Continuing Employees with compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees Station's existing health care plan as of Washington Mutual. As soon as practicable after the Effective Time, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, cause the Continuing Employees to commence participation in such Washington Mutual Plans as are provided to similarly situated employees of Washington Mutual, and provided, further, that each Continuing Employee whose employment is terminated during the twelve-month period following the Effective Time (other than those individuals identified in Section 4.11(aknown preexisting conditions that were excluded by the Station's health care plan) and shall provide such health care coverage effective as of the Providian Disclosure Effective Time without the application of any eligibility period for coverage (unless a waiting period applied under the Station's plan). In addition, CBS shall credit all payments made by such employees and their dependents (pursuant to the Station's existing health care plan as of the Effective Time) toward deductible, co-payment, out-of-pocket and lifetime limits under CBS's health care and dental care plans for the plan year that includes the Effective Time. (c) As of the Effective Time, CBS, GTC and GCI will provide all Station Employees with credit for years of service at the Station or Xxxxxxx or its Affiliates for eligibility and vesting purposes (but not for benefit accrual purposes or where it would result in a duplication of benefits) under CBS' applicable benefit plans, including severance arrangements (excluding, for this purpose, any Station Employee who is a key employee listed in Schedule as having 5.2(e) and any other Station Employee with an employmentemployment or personal services agreement which would provide otherwise in respect of severance payable thereunder), change of controlbut only to the extent credited under the applicable Benefit Plan or other applicable Xxxxxxx plan. Without limiting the foregoing, severance or similar type of agreement) all Station Employees shall be entitled to receive severance pay and benefits that a similarly situated employee full credit for years of Washington Mutual would receive under the applicable Washington Mutual Plan that is a severance plan. In addition to the foregoing, service with respect to their right (if any) to receive stock options under CBS's Fund the Future Program. (d) CBS shall indemnify and hold harmless Xxxxxxx and its Affiliates from and against any liabilities or obligations in connection with the Workers Adjustment and Retraining Notification Act (or any similar state or local law) in connection with this transaction, other than any liabilities or obligations relating to a violation by Xxxxxxx of such act (or such similar state or local law) prior to the Effective Time. (e) The parties agree to those provisions set forth in Schedule 5.2(e). (f) Except as specifically provided in this Section 5.2, Xxxxxxx shall retain responsibility for (i) sponsorship of all Paid Time Off of the Benefit Plans, all other applicable Xxxxxxx benefit and compensation plans, and any other benefit or compensation plans formerly made available to employees, and (ii) all liabilities and obligations for employee benefits (including Xxxxxxx employee stock options) and for claims relating to employment (or termination of employment) which are in respect of (y) retirees and other former employees of GTC, GCI, the Limited Partnership and the Station (regardless of whether such liabilities accrued before, on or following the Closing) and (z) Station Employees to the extent the event or events giving rise to the liability or obligation occurred predominantly on or prior to the Closing. (g) Effective as such term is defined to include vacationof the Effective Time, volunteer time, funeral time, school conferences, sick time and personal time, but not including sabbatical leave) that has been accrued through each Station Employee participating in the Xxxxxxx Pension Plan as of the Effective Time (“PTO”) by any Continuing Employee under the applicable PTO Plan, Washington Mutual shall, or shall cause the Surviving Corporation and its subsidiaries to, at its discretion, either pay the Continuing Employee become fully vested in his or her PTO accrued benefit under the Xxxxxxx Pension Plan. (h) Effective as soon as practicable after of the Effective Time Time, CBS shall have in effect a profit-sharing plan that includes a qualified cash or allow such Continuing Employee deferred arrangement within the meaning of Section 401(k) of the Code (the "CBS 401(k) Plan") that will provide benefits to convert such PTO into vacation or sick leave (or a combination thereof); provided, however, that any such converted PTO may be subject to a maximum cap, with any excess PTO to be paid in cash to the Continuing Employee Station Employees as soon as practicable after of the Effective Time. By no later than Each Station Employee participating in the date on which Xxxxxxx 401(k) Plan as of the Continuing Employees are placed on Effective Time shall become a participant in CBS' 401(k) Plan as of the Washington Mutual payroll systemEffective Time. Effective as of the Effective Time, each Station Employee participating in the Continuing Employees Xxxxxxx 401(k) Plan as of the Effective Time shall receive a cash payment equal to their respective sabbatical leave accrued through become fully vested in his or her account balance under the relevant payment date thereof. Notwithstanding anything set forth in thisXxxxxxx 401(k) Plan.