Common use of Good Reason; Other Than for Cause, Death or Disability Clause in Contracts

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) the Multiple, (2) the sum of (x) the Executive's Annual Base Salary, (y) the Highest Annual Bonus and (z) the aggregate amount of the employer contributions made with respect to the most recently completed plan year before the Date of Termination to the Executive's account(s) in the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by the Company or any of its affiliated companies in which the Executive participated and any related nonqualified plans; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Retirement Income Plan and any successor or other qualified defined benefit retirement plan sponsored by the Company or any of its affiliated companies (such plans collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Plan and any successor or other nonqualified excess or supplemental defined benefit retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for a number of years equal to the Multiple after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of such years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; (ii) for a number of years equal to the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of years after the Date of Termination equal to the Multiple and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (b)

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") ), and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) the Multiple, three and (2) the sum of (x) the Executive's Annual Base Salary, Salary and (y) the Highest Annual Bonus and (z) the aggregate amount of the employer contributions made with respect to the most recently completed plan year before the Date of Termination to the Executive's account(s) in the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by the Company or any of its affiliated companies in which the Executive participated and any related nonqualified plansBonus; and C. an amount equal to the excess of difference between (a) the actuarial equivalent of the aggregate benefit under the Company's Retirement Income Plan and any successor or other qualified defined benefit retirement plan sponsored by the Company or any of its affiliated companies plans (such plans collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Plan and any successor or other nonqualified excess or supplemental defined benefit retirement plan plans in which the Executive participates (togethercollectively, the "SERP") which the Executive would receive have accrued (whether or not vested) if the Executive's employment had continued for a number of three years equal to the Multiple after following the Date of Termination assuming (provided, that, for this purpose that all accrued benefits are fully vestedpurposes of determining the SERP benefit the Executive would have accrued, and(i) if the Executive had not attained "Early Retirement Date" under the First Security Supplemental Executive Retirement Plan (after being credited with three years of age and service), assuming the Executive shall be treated as if the Executive had remained employed through the Early Retirement Date, (ii) the SERP benefit shall be calculated as if consent had been granted under the First Security Supplemental Executive Retirement Plan and (iii) "Early Retirement Percentages" (as defined in Section 5.02 of the First Security Supplemental Executive Retirement Plan) will be treated as continuing to increase at a rate of 3% per year for each year prior to age 50) and (b) the actual vested benefit, if any, of the Executive under the Retirement Plan and the SERP, determined as of the Date of Termination (with the foregoing amounts to be computed on an actuarial present value basis, based on the assumption that the Executive's compensation in each of the three years following such years is termination would have been that required by Section 4(b)(i) and Section 4(b)(ii), over (b) and using actuarial assumptions no less favorable to the actuarial equivalent Executive than the most favorable of the Executive's actual those in effect for purposes of computing benefit (paid or payable), if any, entitlements under the Retirement Plan and the SERP as of at any time from the day before the Effective Date) through the Date of Termination; (ii) for a number of three years equal to following the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For , and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of three years after following the Date of Termination equal to the Multiple and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivesselected by the Executive in the Executive's sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (b)

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment PeriodTerm of this Supplement, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Highest Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) the Multiplelesser of (x) three and (y) the number of days after the Date of Termination and on or before the Executive's 65th birthday, divided by 365, times (2) the sum of (xA) the Executive's Annual Base Salary, (yB) the Highest Annual Bonus and (zC) the aggregate amount of the employer highest contributions made with respect to the most recently completed plan year before the Date of Termination to the Executive's account(s) in the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by the Company or any of its affiliated companies in which the Executive participated and any related nonqualified plans; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Retirement Income Employees' Profit Sharing Incentive Plan and the Company's Profit Sharing Benefits Equalization Plan or any successor or other qualified defined replacement plans thereto, for any of the three calendar years preceding the Date of Termination. Notwithstanding anything to the contrary in any employee pension benefit retirement plan sponsored by or any supplemental or excess employee pension benefit plan of the Company or any of its affiliated companies (such plans collectivelyincluding without limitation the Retirement Plan, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under SERP, the Company's Retirement Benefits Equalization Plan immediately prior to (the Effective Date), and the Retirement Income Restoration Plan and "BEP") or any successor or other nonqualified excess or supplemental defined benefit retirement replacement plan in which thereto), all benefits payable to the Executive participates under any supplemental or excess employee pension benefit plan of the Company (togetherincluding without limitation the SERP, the BEP or any successor or replacement plan thereto) shall not be reduced by any "SERP") which reduction factors" or similar formulae or otherwise because such benefits are payable prior to a specified age or because the Executive would receive if has not yet reached a specified age (including, without limitation, the Executive's employment continued for a number of years equal to the Multiple after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of such years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid earliest or payable), if any, normal retirement age under the Retirement Plan and the SERP as of the Date of Termination; (ii) for a number of years equal to the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate relevant plan). This Section 3(a)(ii) shall survive until December 31, program, practice or policy, 2005 notwithstanding any earlier termination of the Company shall continue benefits Term of this Supplement pursuant to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives proviso of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period first sentence of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of years after the Date of Termination equal to the Multiple and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (b)Section 1 hereof.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: <PAGE 5> A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus for the full fiscal year in which the Date of Termination occurs, determined based on actual individual and corporate performance through the Date of Termination, and (II) the Recent Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, to the extent not theretofore paid and (3) any compensation previously deferred by the Executive Executive, including, without limitation, amounts credited to the "bonus bank" (together with the "Bonus Bank") pursuant to the Bonus Plan (less any accrued interest or earnings thereon) administrative credits included in the Bonus Bank), and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) the Multiple, three and (2) the sum of (x) the Executive's Annual Base Salary, (y) the Highest Annual Bonus and (z) the aggregate amount dollar value of the employer contributions made with respect annual long-term incentive awards granted to the most recently completed plan year before Executive as determined in accordance with the Company's policies and procedures for determining annual long-term incentive awards as in effect immediately prior to the Effective Date of Termination to based on the Executive's account(s) Annual Base Salary and the Executive's annual long-term incentive award percentage in effect immediately prior to the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by Effective Date for the Company or any of its affiliated companies fiscal year in which the Executive participated and any related nonqualified plansEffective Date occurs; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Retirement Income Plan and any successor or other qualified defined benefit retirement plan sponsored by the Company or any of its affiliated companies (such plans collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Unfunded Supplemental Benefit Plan and for Salaried Employees or its successor plan or any successor or other nonqualified excess or supplemental defined benefit retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for a number of three years equal to the Multiple after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of such the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; and D. an amount equal to the additional Company matching contributions that would have been made on the Executive's behalf in the Company's Thrift Plan for Salaried Employees or any successor plan (the "Thrift Plan") (assuming continued participation on the same basis as immediately prior to the Effective Date), plus the additional amount of any benefit the Executive would have accrued under the SERP as a result of contribution limitations in the Thrift Plan, which the Executive would receive if the Executive's employment continued for three years after the Date of Termination, assuming for this purpose that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii) and that the Company's matching contributions are determined pursuant to the applicable provisions of the Thrift Plan and the SERP, as in effect during the 12-month period immediately prior to the Effective Date; and (ii) for a number of three years equal to the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv4(b)(v) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, ; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of three years after the Date of Termination equal to the Multiple and to have retired on the last day of such period; and (iii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide to the Executive and/or the Executive's family fringe benefits at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(vii) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in <PAGE 6> effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; and (iv) upon the Date of Termination, the Executive shall have the right and option to purchase the automobile which the Company was providing to the Executive immediately prior to the Date of Termination in accordance with the Company's practice for retiring employees as in effect immediately prior to the Effective Date; and (v) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivesselected by the Executive in his sole discretion, provided that the aggregate cost of such services shall not exceed $50,000; and (ivvi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (b)

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within [30 days days] [for Hong Kong employees: 7 days] after the Date of Termination the aggregate of the following amounts: A. (A) the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any earned Annual Bonus in respect of the fiscal year ended immediately prior to the Date of Termination to the extent not theretofore paid, (3) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") Percentage and (y) the Executive’s Annual Base Salary and (z) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (34) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (34) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. (B) the amount equal to the product of (1) the Multiple, two and (2) the sum of (x) the Executive's ’s Annual Base Salary, Salary and (y) the Highest product of (I) the Recent Annual Bonus Percentage and (zII) the aggregate Executive’s Annual Base Salary; provided that any amount of the employer contributions made with respect payable to the most recently completed plan year before Executive pursuant to this clause (B) shall not exceed $10,000,000 (ten million dollars) (“Base and Bonus Cap”) and all rights to any amount payable under this subparagraph 6(i)(B) exceeding the Date of Termination Base and Bonus Cap shall be cancelled and the Executive shall have no further rights or entitlement to the Executive's account(samounts payable under this subparagraph 6(i)(B) in that exceed the Company's Base and Bonus Cap; and (C) [for Hong Kong employees: to the extent applicable,] the amount equal to the product of (1) two and (2) an amount equal to the sum of any Company Group contributions allocated to the Executive under (x) the Company Group tax-favored defined contribution retirement plans applicable to the Executive and (y) the State Street Corporation Management Supplemental Savings and Investment Plan and Savings and Investment Restoration Plan and or any successor or other qualified defined contribution plan sponsored by (the Company or any of its affiliated companies in which “Supplemental Savings Plan”) for the Executive participated and any related nonqualified plansmost recent full fiscal year; and C. [(D) to the extent applicable, an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's State Street Retirement Income Plan and any successor or other qualified defined benefit retirement plan sponsored by (the Company or any of its affiliated companies (such plans collectively, the "“Retirement Plan"”) (utilizing actuarial assumptions no less favorable to the 8 Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Plan and any successor or other nonqualified excess or supplemental defined benefit retirement plan pension under the State Street Corporation Management Supplemental Retirement Plan (the “MSRP”) , the State Street Corporation Executive Supplemental Retirement Plan (the “ESRP DB”) and/or the Supplemental Pension Plan of Investors Bank & Trust Company, or any successor plan(s), in which the Executive participates immediately prior to the Effective Date (togethercollectively, the "“SERP"”) which the Executive would receive under the terms thereof as in effect immediately prior to the Effective Date, if the Executive's ’s employment continued for a number of two years equal to the Multiple after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's ’s compensation in each of such the two years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided that for purposes of calculating the payment pursuant to this subparagraph 6(a)(i)(D), there shall be no additional accruals included under the respective Retirement Plan and SERP calculations to the extent that said plans are frozen and do not provide for new accruals as of the Effective Date; and] (ii) for a number of two years equal to the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies Group and their families, families in the country in which the Executive is employed on the same basis as in effect prior to the Date of Termination; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; provided further that to the extent necessary to avoid the imposition of additional taxes, penalties and interest under Section 409A of the Code, any reimbursements of expenses pursuant to this Section 6(a)(ii) shall be made on or before the last day of the calendar year next following the calendar year in which such expense was incurred. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of two years after the Date of Termination equal to the Multiple and to have retired on the last day of such period; and (iii) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services services, the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivesselected by the Executive in his sole discretion; provided, however, that such outplacement services shall not be provided to the Executive beyond the last day of the second calendar year following the calendar year which contains the Executive’s Date of Termination; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible entitled to receive as of the Date of Termination under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (b)9

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus for the full fiscal year in which the Date of Termination occurs, determined based on actual individual and corporate performance through the Date of Termination, and (II) the Recent Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, to the extent not theretofore paid and (3) any compensation previously deferred by the Executive Executive, including, without limitation, amounts credited to the "bonus bank" (together with the "Bonus Bank") pursuant to the Bonus Plan (less any accrued interest or earnings thereon) administrative credits included in the Bonus Bank), and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) the Multiple, three and (2) the sum of (x) the Executive's Annual Base Salary, (y) the Highest Annual Bonus and (z) the aggregate amount dollar value of the employer contributions made with respect annual long-term incentive awards granted to the most recently completed plan year before Executive as determined in accordance with the Company's policies and procedures for determining annual long-term incentive awards as in effect immediately prior to the Effective Date of Termination to based on the Executive's account(s) Annual Base Salary and the Executive's annual long-term incentive award percentage in effect immediately prior to the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by Effective Date for the Company or any of its affiliated companies fiscal year in which the Executive participated and any related nonqualified plansEffective Date occurs; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Retirement Income Plan and any successor or other qualified defined benefit retirement plan sponsored by the Company or any of its affiliated companies (such plans collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Unfunded Supplemental Benefit Plan and for Salaried Employees or its successor plan or any successor or other nonqualified excess or supplemental defined benefit retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for a number of three years equal to the Multiple after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of such the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; and D. an amount equal to the additional Company matching contributions that would have been made on the Executive's behalf in the Company's Thrift Plan for Salaried Employees or any successor plan (the "Thrift Plan") (assuming continued participation on the same basis as immediately prior to the Effective Date), plus the additional amount of any benefit the Executive would have accrued under the SERP as a result of contribution limitations in the Thrift Plan, which the Executive would receive if the Executive's employment continued for three years after the Date of Termination, assuming for this purpose that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii) and that the Company's matching contributions are determined pursuant to the applicable provisions of the Thrift Plan and the SERP, as in effect during the 12-month period immediately prior to the Effective Date; and (ii) for a number of three years equal to the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv4(b)(v) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, ; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of three years after the Date of Termination equal to the Multiple and to have retired on the last day of such period; and (iii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide to the Executive and/or the Executive's family fringe benefits at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(vii) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; and (iv) upon the Date of Termination, the Executive shall have the right and option to purchase the automobile which the Company was providing to the Executive immediately prior to the Date of Termination in accordance with the Company's practice for retiring employees as in effect immediately prior to the Effective Date; and (v) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivesselected by the Executive in his sole discretion, provided that the aggregate cost of such services shall not exceed $50,000; and (ivvi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (b)

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent highest Annual Bonus paid to the Executive for the last three full fiscal years prior to the Effective Date and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Bonus”) and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Base Salary Bonus described in clause (1) above, then for all purposes of this Section 6 (including, without limitation, Sections 6(b) through 6(d)), such deferral election, and the terms of the applicable plan, agreement, or other arrangement shall apply to the same portion of the amount described in such clause (1), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and B. the amount equal to the product of (1) the Multiple, Termination Multiple (as defined below) and (2) the sum of (x) the Executive's ’s Annual Base Salary, Salary and (y) the Highest Annual Bonus and (z) the aggregate amount of the employer contributions made with respect to the most recently completed plan year before the Date of Termination to the Executive's account(s) in the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by the Company or any of its affiliated companies in which the Executive participated and any related nonqualified plansBonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Retirement Income Plan and any successor or other qualified defined benefit retirement plan sponsored by the Company or any of its affiliated companies (such plans collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Plan and any successor or other nonqualified excess or supplemental defined benefit retirement plan in which the Executive participates (together, the "“SERP"”) which the Executive would receive if the Executive's ’s employment continued for a number of years equal to the Multiple after the Date of Termination equal to the Termination Multiple, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's ’s compensation in each of such years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of TerminationTermination (the “Additional SERP Payment”); (ii) for a number of years after the Executive’s Date of Termination equal to the Multiple after the Executive's Date of TerminationTermination Multiple, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policypolicy (the “Benefits Continuation Period”), the Company shall continue health care and life insurance benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; provided, however, that, the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of years after the Date of Termination equal to the Termination Multiple and to have retired on the last day of such periodperiod and the Company shall take such actions as are necessary to cause the Executive to commence in the applicable retiree benefit plans as of the applicable benefit commencement date; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivesselected by the Executive in his sole discretion; provided, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). Notwithstanding the foregoing provisions of Section 6(a)(i), and except as otherwise provided in Section 12(h) with respect to an Anticipatory Termination, in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (bas determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee”), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and that would otherwise be payable under this Section 6(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), or provided on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A of the Code (the “Delayed Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") ), and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) the Multiple, three and (2) the sum of (x) the Executive's Annual Base Salary, Salary and (y) the Highest Annual Bonus and (z) the aggregate amount of the employer contributions made with respect to the most recently completed plan year before the Date of Termination to the Executive's account(s) in the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by the Company or any of its affiliated companies in which the Executive participated and any related nonqualified plansBonus; and C. an amount equal to the excess of difference between (a) the actuarial equivalent of the aggregate benefit under the Company's Retirement Income Plan and any successor or other qualified defined benefit retirement plan sponsored by the Company or any of its affiliated companies plans (such plans collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Plan and any successor or other nonqualified excess or supplemental defined benefit retirement plan plans in which the Executive participates (togethercollectively, the "SERP") which the Executive would receive have accrued (whether or not vested) if the Executive's employment had continued for a number of three years equal to the Multiple after following the Date of Termination assuming (provided, that, for this purpose that all accrued benefits are fully vestedpurposes of determining the SERP benefit the Executive would have accrued, and(i) if the Executive had not attained "Early Retirement Date" under the First Security Supplemental Executive Retirement Plan (after being credited with three years of age and service), assuming the Executive shall be treated as if the Executive had remained employed through the Early Retirement Date, (ii) the SERP benefit shall be calculated as if consent had been granted under the First Security Supplemental Executive Retirement Plan and (iii) "Early Retirement Percentages" (as defined in Section 5.02 of the First Security Supplemental Executive Retirement Plan) will be treated as continuing to increase at a rate of 3% per year for each year prior to age 50) and (b) the actual vested benefit, if any, of the Executive under the Retirement Plan and the SERP, determined as of the Date of Termination (with the foregoing amounts to be computed on an actuarial present value basis, based on the assumption that the Executive's compensation in each of the three years following such years is termination would have been that required by Section 4(b)(i) and Section 4(b)(ii), over (b) and using actuarial assumptions no less favorable to the actuarial equivalent Executive than the most favorable of the Executive's actual those in effect for purposes of computing benefit (paid or payable), if any, entitlements under the Retirement Plan and the SERP as of at any time from the day before the Effective Date) through the Date of Termination; (ii) for a number of three years equal to following the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For , and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of three years after following the Date of Termination equal to the Multiple and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivesselected by the Executive in the Executive's sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (b).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within [30 days days] [for Hong Kong employees: 7 days] after the Date of Termination the aggregate of the following amounts: A. (A) the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any earned Annual Bonus in respect of the fiscal year ended immediately prior to the Date of Termination to the extent not theretofore paid, (3) the product of (x) the higher of (I) the Recent Annual Target Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") Amount and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (34) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (34) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. (B) the amount equal to the product of (1) the Multiple, two and (2) the sum of (x) the Executive's ’s Annual Base Salary, Salary and (y) the Highest Annual Target Bonus Amount; provided that any amount payable to the Executive pursuant to this clause (B) shall not exceed $10,000,000 (ten million dollars) (“Base and Bonus Cap”) and all rights to any amount payable under this subparagraph 7(i)(B) exceeding the Base and Bonus Cap shall be cancelled and the Executive shall have no further rights or entitlement to the amounts payable under this subparagraph 7(i)(B) that exceed the Base and Bonus Cap; and (zC) the aggregate amount of the employer contributions made with respect equal to the most recently completed plan year before the Date product of Termination to the Executive's account(s(1) in the Company's Savings two and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by the Company or any of its affiliated companies in which the Executive participated and any related nonqualified plans; and C. (2) an amount equal to the excess sum of (a) the actuarial equivalent of the benefit under the Company's Retirement Income Plan and any successor or other qualified defined benefit retirement plan sponsored by the Company or any of its affiliated companies (such plans collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable Group contributions allocated to the Executive than those in effect under (x) the Company's Retirement Plan immediately prior Company Group tax-favored defined contribution retirement plans applicable to the Effective Date), Executive and (y) the Retirement Income Restoration State Street Corporation Management Supplemental Savings Plan and or any successor or other nonqualified excess or supplemental defined benefit retirement plan in which (the Executive participates “Supplemental Savings Plan”) for the most recent full fiscal year; and (together, the "SERP"D) which the Executive would receive if the Executive's employment continued for a number of years an amount equal to the Multiple after product of (1) two and (2) an amount equal to the Date sum of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that any Company Group credits and the Executive's compensation in each value of such years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) any share award allocated to the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, Executive under the State Street Corporation Executive Supplemental Retirement Plan or any successor plan (the “ESRP”) for the most recent full fiscal year; and the SERP as of the Date of Termination; (ii) for a number of two years equal to the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies Group and their families, families in the country in which the Executive is employed on the same basis as in effect prior to the Date of Termination; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of years after the Date of Termination equal to the Multiple and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (b)to

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") ), and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) the Multiple, three and (2) the sum of (x) the Executive's Annual Base Salary, Salary and (y) the Highest Annual Bonus and (z) the aggregate amount of the employer contributions made with respect to the most recently completed plan year before the Date of Termination to the Executive's account(s) in the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by the Company or any of its affiliated companies in which the Executive participated and any related nonqualified plansBonus; and C. an amount equal to the excess of difference between (a) the actuarial equivalent of the aggregate benefit under the Company's Retirement Income Plan and any successor or other qualified defined benefit retirement plan sponsored by the Company or any of its affiliated companies plans (such plans collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Plan and any successor or other nonqualified excess or supplemental defined benefit retirement plan plans in which the Executive participates (togethercollectively, the "SERP") which the Executive would receive have accrued (whether or not vested) if the Executive's employment had continued for a number of three years equal to the Multiple after following the Date of Termination assuming (provided, that, for this purpose that all accrued benefits are fully vestedpurposes of determining the SERP benefit the Executive would have accrued, and(i) if the Executive had not attained "Early Retirement Date" under the First Security Supplemental Executive Retirement Plan (after being credited with three years of age and service), assuming the Executive shall be treated as if the Executive had remained employed through the Early Retirement Date, (ii) the SERP benefit shall be calculated as if consent had been granted under the First Security Supplemental Executive Retirement Plan, (iii) "Early Retirement Percentages" (as defined in Section 5.02 of the First Security Supplemental Executive Retirement Plan) will be treated as continuing to increase at a rate of 3% per year for each year prior to age 50) and (iv) the SERP benefit shall be calculated as if the Executive had six additional years of credited service (in addition to the three years of credited service above) following the Date of Termination for purposes of the First Security Supplemental Executive Retirement Plan and (b) the actual vested benefit, if any, of the Executive under the Retirement Plan and the SERP, determined as of the Date of Termination (with the foregoing amounts to be computed on an actuarial present value basis, based on the assumption that the Executive's compensation in each of the three years following such years is termination would have been that required by Section 4(b)(i) and Section 4(b)(ii), over (b) and using actuarial assumptions no less favorable to the actuarial equivalent Executive than the most favorable of the Executive's actual those in effect for purposes of computing benefit (paid or payable), if any, entitlements under the Retirement Plan and the SERP as of at any time from the day before the Effective Date) through the Date of Termination; (ii) for a number of three years equal to following the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For , and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of three years after following the Date of Termination equal to the Multiple and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivesselected by the Executive in the Executive's sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (b)

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ExecutiveOs employment other than for Cause or Disability or the Executive shall terminate his employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's 1)Ethe ExecutiveOs Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (2) the 2)Ethe product of (x) the x)Ethe higher of (I) the I)Ethe Recent Annual Bonus and (II) the II)Ethe Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being hereinafter referred to as the "Highest OHighest Annual Bonus"BonusO) and multiplied by (y) a y)Ea fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and plus (3) any 3)Eany compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1clausesE(1), (2), ) and (3) shall be are hereinafter referred to as the "Accrued Obligations"OAccrued ObligationsO); and B. the amount equal to the product of (1) the Multiple, three multiplied by (2) the 2)Ethe sum of (xx)Ethe ExecutiveOs Annual Base Salary plus (y)Ethe Highest Annual Bonus; (ii) the Executive's Annual Base Salary, (y) the Highest Annual Bonus and (z) the aggregate amount Company shall credit as of the employer contributions made with respect to the most recently completed plan year before the Date of Termination to the Executive's account(s) in the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by the Company or any Account of its affiliated companies in which the Executive participated and any related nonqualified plans; and C. under the Littelfuse, Inc. Supplemental Executive Retirement Plan (hereinafter referred to as the OSERPO) with an amount equal to the excess of (a) the actuarial equivalent sum of the benefit three respective amounts which would be credited to the Account of the Executive under the Company's Retirement Income Plan and any successor or other qualified SERP on the three Valuation Dates (as such term is defined benefit retirement plan sponsored by in the Company or any of its affiliated companies (such plans collectively, the "Retirement Plan"SERP) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Plan and any successor or other nonqualified excess or supplemental defined benefit retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for a number of years equal to the Multiple after next succeeding the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that (A) the Executive's compensation in each Executive would continue to be employed by the Company up to and including said third Valuation Date (hereinafter said period from the Date of such years Termination until said third Valuation Date is that required by Section 4(b)(i) and Section 4(b)(iireferred to as the OAssumed Employment PeriodO), over (bB) the actuarial equivalent Compensation (as such term is defined in the SERP) of the Executive's actual benefit Executive during each fiscal year during the Assumed Employment Period would be equal to the amount of the Compensation of the Executive during the most recently ended Plan Year (paid or payable), if any, under as such term is defined in the Retirement Plan and the SERP as of SERP) prior to the Date of Termination, and (C) the Company would continue the SERP up to and including said third Valuation Date; provided, however, that if the Executive would reach the age of 62 prior to the expiration of the Assumed Employment Period, no amounts shall be credited to the Account of the Executive under the SERP for any Valuation Date occurring after the date that the Executive reaches age 62; (iiiii) for a number until the Executive attains the age of years equal to the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy62, the Company shall continue to provide medical insurance benefits to the Executive and/or the Executive's ExecutiveOs family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies medical insurance benefits described in Section 4(b)(ivSectionE4(b)(iv) of this Agreement hereof if the Executive's ExecutiveOs employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare insurance benefits under another employer employer-provided plan, the medical and other welfare insurance benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of years after the Date of Termination equal to the Multiple and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall hereinafter be hereinafter referred to collectively as the "Other Benefits"OOther BenefitsO). (b).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") ), and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) the Multiple, three and (2) the sum of (x) the Executive's Annual Base Salary, Salary and (y) the Highest Annual Bonus and (z) the aggregate amount of the employer contributions made with respect to the most recently completed plan year before the Date of Termination to the Executive's account(s) in the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by the Company or any of its affiliated companies in which the Executive participated and any related nonqualified plansBonus; and C. an amount equal to the excess of difference between (a) the actuarial equivalent of the aggregate benefit under the Company's Retirement Income Plan and any successor or other qualified defined benefit retirement plan sponsored by the Company or any of its affiliated companies plans (such plans collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Plan and any successor or other nonqualified excess or supplemental defined benefit retirement plan plans in which the Executive participates (togethercollectively, the "SERP") which the Executive would receive have accrued (whether or not vested) if the Executive's employment had continued for a number of three years equal to the Multiple after following the Date of Termination assuming (provided, that, for this purpose that all accrued benefits are fully vestedpurposes of determining the SERP benefit the Executive would have accrued, and(i) if the Executive had not attained "Early Retirement Date" under the First Security Supplemental Executive Retirement Plan (after being credited with three years of age and service), assuming the Executive shall be treated as if the Executive had remained employed through the Early Retirement Date, (ii) the SERP benefit shall be calculated as if consent had been granted under the First Security Supplemental Executive Retirement Plan and (iii) "Early Retirement Percentages" (as defined in Section 5.02 of the First Security Supplemental Retirement Plan) will be treated as continuing to increase at a rate of 3% per year for each year prior to age 50) and (b) the actual vested benefit, if any, of the Executive under the Retirement Plan and the SERP, determined as of the Date of Termination (with the foregoing amounts to be computed on an actuarial present value basis, based on the assumption that the Executive's compensation in each of the three years following such years is termination would have been that required by Section 4(b)(i) and Section 4(b)(ii), over (b) and using actuarial assumptions no less favorable to the actuarial equivalent Executive than the most favorable of the Executive's actual those in effect for purposes of computing benefit (paid or payable), if any, entitlements under the Retirement Plan and the SERP as of at any time from the day before the Effective Date) through the Date of Termination; (ii) for a number of three years equal to following the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For , and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of three years after following the Date of Termination equal to the Multiple and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivesselected by the Executive in the Executive's sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (b)

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ExecutiveOs employment other than for Cause or Disability or the Executive shall terminate his employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's 1)Ethe ExecutiveOs Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (2) the 2)Ethe product of (x) the x)Ethe higher of (I) the I)Ethe Recent Annual Bonus and (II) the II)Ethe Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being hereinafter referred to as the "Highest OHighest Annual Bonus"BonusO) and multiplied by (y) a y)Ea fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and plus (3) any 3)Eany compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1clausesE(1), (2), ) and (3) shall be are hereinafter referred to as the "Accrued Obligations"OAccrued ObligationsO); and B. the amount equal to the product of (1) the Multiple, two multiplied by (2) the 2)Ethe sum of (xx)Ethe ExecutiveOs Annual Base Salary plus (y)Ethe Highest Annual Bonus; (ii) the Executive's Annual Base Salary, (y) the Highest Annual Bonus and (z) the aggregate amount Company shall credit as of the employer contributions made with respect to the most recently completed plan year before the Date of Termination to the Executive's account(s) in the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by the Company or any Account of its affiliated companies in which the Executive participated and any related nonqualified plans; and C. under the Littelfuse, Inc. Supplemental Executive Retirement Plan (hereinafter referred to as the OSERPO) with an amount equal to the excess of (a) the actuarial equivalent sum of the benefit two respective amounts which would be credited to the Account of the Executive under the Company's Retirement Income Plan and any successor or other qualified SERP on the two Valuation Dates (as such term is defined benefit retirement plan sponsored by in the Company or any of its affiliated companies (such plans collectively, the "Retirement Plan"SERP) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Plan and any successor or other nonqualified excess or supplemental defined benefit retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for a number of years equal to the Multiple after next succeeding the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that (A) the Executive's compensation in each Executive would continue to be employed by the Company up to and including said second Valuation Date (hereinafter said period from the Date of such years Termination until said second Valuation Date is that required by Section 4(b)(i) and Section 4(b)(iireferred to as the OAssumed Employment PeriodO), over (bB) the actuarial equivalent Compensation (as such term is defined in the SERP) of the Executive's actual benefit Executive during each fiscal year during the Assumed Employment Period would be equal to the amount of the Compensation of the Executive during the most recently ended Plan Year (paid or payable), if any, under as such term is defined in the Retirement Plan and the SERP as of SERP) prior to the Date of Termination, and (C) the Company would continue the SERP up to and including said second Valuation Date; provided, however, that if the Executive would reach the age of 62 prior to the expiration of the Assumed Employment Period, no amounts shall be credited to the Account of the Executive under the SERP for any Valuation Date occurring after the date that the Executive reaches age 62; (iiiii) for a number of during the two years equal to following the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide medical insurance benefits to the Executive and/or the Executive's ExecutiveOs family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies medical insurance benefits described in Section 4(b)(ivSectionE4(b)(iv) of this Agreement hereof if the Executive's ExecutiveOs employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare insurance benefits under another employer employer-provided plan, the medical and other welfare insurance benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of years after the Date of Termination equal to the Multiple and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall hereinafter be hereinafter referred to collectively as the "Other Benefits"OOther BenefitsO). ; and (b)v) notwithstanding anything to the contrary contained in any employment agreement, benefit plan or other document, in the event the ExecutiveOs employment shall be terminated during the Employment Period by the Executive for Good Reason or by the Company other than for Cause or Disability, on and after the Date of Termination the Executive shall not be bound or prejudiced by any non- competition agreement benefitting the Company or its subsidiaries, and any provisions contained in the SERP which would penalize the Executive for being employed by a competitor, including, without limitation, Section 3.6(c) thereof, shall not apply in any respect to the Executive and, effective as of the Date of Termination, the Company waives any right to enforce any such provisions against the Executive.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus for the full fiscal year in which the Date of Termination occurs, determined based on actual individual and corporate performance through the Date of Termination, and (II) the Recent Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, to the extent not theretofore paid and (3) any compensation previously deferred by the Executive Executive, including, without limitation, amounts credited to the "bonus bank" (together with the "Bonus Bank") pursuant to the Bonus Plan (less any accrued interest or earnings thereon) administrative credits included in the Bonus Bank), and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) the Multiple, three and (2) the sum of (x) the Executive's Annual Base Salary, (y) the Highest Annual Bonus and (z) the aggregate amount dollar value of the employer contributions made with respect annual long-term incentive awards granted to the most recently completed plan year before Executive as determined in accordance with the Company's policies and procedures for determining annual long-term incentive awards as in effect immediately prior to the Effective Date of Termination to based on the Executive's account(s) Annual Base Salary and the Executive's annual long-term incentive award percentage in effect immediately prior to the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by Effective Date for the Company or any of its affiliated companies fiscal year in which the Executive participated and any related nonqualified plansEffective Date occurs; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Retirement Income Plan and any successor or other qualified defined benefit retirement plan sponsored by the Company or any of its affiliated companies (such plans collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Unfunded Supplemental Benefit Plan and for Salaried Employees or its successor plan or any successor or other nonqualified excess or supplemental defined benefit retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for a number of three years equal to the Multiple after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of such the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; and <PAGE 8> D. an amount equal to the additional Company matching contributions that would have been made on the Executive's behalf in the Company's Thrift Plan for Salaried Employees or any successor plan (the "Thrift Plan") (assuming continued participation on the same basis as immediately prior to the Effective Date), plus the additional amount of any benefit the Executive would have accrued under the SERP as a result of contribution limitations in the Thrift Plan, which the Executive would receive if the Executive's employment continued for three years after the Date of Termination, assuming for this purpose that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii) and that the Company's matching contributions are determined pursuant to the applicable provisions of the Thrift Plan and the SERP, as in effect during the 12-month period immediately prior to the Effective Date; and (ii) for a number of three years equal to the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv4(b)(v) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, ; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of three years after the Date of Termination equal to the Multiple and to have retired on the last day of such period; and (iii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide to the Executive and/or the Executive's family fringe benefits at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(vii) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; and (iv) upon the Date of Termination, the Executive shall have the right and option to purchase the automobile which the Company was providing to the Executive immediately prior to the Date of Termination in accordance with the Company's practice for retiring employees as in effect immediately prior to the Effective Date; and (v) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivesselected by the Executive in his sole discretion, provided that the aggregate cost of such services shall not exceed $50,000; and <PAGE 9> (ivvi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (b)

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's terminates your employment other than for Cause (as defined below) and other than by reason of your death or Disability Disability, or the Executive shall terminate you resign your employment for with Good Reason: Reason (i) as defined below), the Company shall pay or provide to you the Executive in a lump sum in cash within 30 days after following: (1) as soon as reasonably practicable following the Date of Termination the aggregate (as defined below) and in no event later than 30 days thereafter, (A) a lump sum cash payment consisting of the following amounts: A. the sum of any (1i) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidSalary, (2ii) any annual cash incentive award earned by you and awarded by the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized Compensation Committee for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently a completed fiscal year during (with any portion of such incentive award that was previously deferred to be paid in accordance with the Employment Periodapplicable deferral arrangement and any election thereunder), if any (such higher amount being referred to as the "Highest Annual Bonus"iii) and (y) a fraction, the numerator of which is the number of days in the current fiscal year unused vacation accrued through the Date of Termination, and the denominator of which is 365 and (3iv) any compensation previously deferred by unreimbursed expenses incurred through the Executive (together with any accrued interest or earnings thereon) and any accrued vacation payDate of Termination that are subject to reimbursement pursuant to the Company’s policies, in each case to the extent not theretofore paid unpaid (the sum of the amounts described in clauses (1), (2“Accrued Obligations”), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) the Multiple, (2) the sum of (x) the Executive's Annual Base Salary, (y) the Highest Annual Bonus and (z) the aggregate amount of the employer contributions made with respect to the most recently completed plan year before the Date of Termination to the Executive's account(s) in the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by the Company or any of its affiliated companies in which the Executive participated and any related nonqualified plans; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Retirement Income Plan and any successor or other qualified defined benefit retirement plan sponsored by the Company or any of its affiliated companies (such plans collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Retirement Income Restoration Plan and any successor or other nonqualified excess or supplemental defined benefit retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for a number of years equal to the Multiple after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of such years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; (ii) for a number of years equal to the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the expiration of a number of years after the Date of Termination equal to the Multiple and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (ivB) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is you are eligible to receive under any plan, program, policy or practice or contract policy, practice, contract, or agreement of the Company and its affiliated companies through the Date of Termination, with any amounts or benefits that constitute non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (such other amounts and benefits shall the “Code”), including the applicable regulations thereunder (“Section 409A”) to be hereinafter referred to as paid or settled at the "earliest permissible date for purposes of Section 409A (collectively, the “Other Benefits"”). (b);