Common use of Other Benefits Clause in Contracts

Other Benefits. The Company shall also maintain in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company.

Other Benefits. The Subject to the conditions set forth in this Agreement hereof, the following benefits (subject to any applicable payroll or other taxes required to be withheld) shall be paid or provided to the Executive: (a) HEALTH/WELFARE BENEFITS (i) During the eighteen (18) months following the Termination Date (the "Continuation Period"), the Company shall also maintain continue to keep in full force and effecteffect all programs of medical, for dental, vision, accident, disability, life insurance, including optional term life insurance, and other similar health or welfare programs with respect to the continued benefit of the Employee Executive and his dependentsdependents with the same level of coverage, for a period terminating on upon the earliest of (i) a period of months after the Date of Termination equal same terms and otherwise to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan same extent as such programs shall govern; all insured and self-insured employee benefit plans have been in which the Employee is entitled to participate effect immediately prior to the Termination Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if more favorable to the Executive, immediately prior to the Change in Control), and the Company and the Executive shall share the costs of the continuation of such insurance is not available at a reasonable cost coverage in the same proportion as such costs were shared immediately prior to the CompanyTermination Date (or, if more favorable to the Executive, immediately prior to the Change in Control) or, if the terms of such programs do not permit continued participation by the Executive (or if the Company otherwise determines it advisable to amend, modify or discontinue such programs for employees generally), the Company shall otherwise provide benefits substantially similar to and no less favorable to the Employee and his dependents with equivalent Executive in terms of cost or benefits (on an after-tax basis"Equivalent Benefits") and the Employee shall not be required than he was entitled to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, receive at the end of a the period of months after coverage, for the Date duration of Termination equal the Continuation Period. (ii) All benefits which the Company is required by this Section 6(a) to provide, which will not be provided by the Measuring PeriodCompany's programs described herein, shall be provided through the Employee purchase of insurance unless the Executive is not receiving equivalent benefits from a new employeruninsurable. If the Executive is uninsurable, the Company will provide the benefits out of its general assets. (iii) If the Executive obtains other employment during the Continuation Period which provides health or welfare benefits of the type described in Section 6(a)(i) hereof ("Other Coverage"), then Executive shall arrange, at its sole cost notify the Company promptly of such other employment and expense, to enable Employee to convert Other Coverage and the Employee's Company shall thereafter not provide the Executive and his dependents' coverage dependents the benefits described in Section 6(a)(i) hereof to the extent that such benefits are provided under the Other Coverage. Under such Plans circumstances, the Executive shall make all claims first under the Other Coverage and then, only to individual policies the extent not paid or reimbursed by the Other Coverage, under the plans and programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companydescribed in Section 6(a)(i) hereof.

Other Benefits. The Company If the Executive is entitled to benefits under this Section 5, then in addition to compensation set forth in Section 5(a) hereof, subject to the provisions and limitations set forth below, the Executive shall also maintain in full force be entitled to the following benefits from the Company: (i) Commencing on the Date of Termination and effect, for the continued benefit of the Employee and his dependents, for a period terminating on of three months thereafter, the earliest Executive may exercise all stock options granted to the Executive pursuant to the Company's Omnibus Incentive Compensation Plan or any such other stock plan including any such plan of UtiliCorp. Such stock options shall be exercisable whether or not: (iA) a such options are vested; or (B) any installment exercise terms as stipulated in any award agreement issued under such Plan have been satisfied. However, in no event shall the Executive exercise any stock option after the expiration of the option period as stipulated in an award agreement issued under such Plan. (ii) Effective as of months the Date of Termination, any restrictions relating to stock awards under the Company's Omnibus Incentive Compensation Plan or Employee Stock Purchase Plan or any such plan or plans of UtiliCorp shall lapse. (iii) Effective as of the Date of Termination, the Executive may elect to have any compensation which has been deferred paid to him. (iv) Effective as of the Date of Termination, the Executive will be immediately vested in any long term incentive compensation under any long term incentive plan of the Company or UtiliCorp. Nothing herein shall be deemed to limit the provisions of any other instrument or document governing any of the above, including without limitation provisions that require or permit earlier vesting or acceleration of any rights or benefits or earlier lapse of any restrictions. (v) Effective as of the Date of Termination and continuing until two years after the Date of Termination equal Termination, the Company will provide the Executive with life, accidental death and dismemberment, long-term disability and health insurance coverage at the same cost to the Measuring Period; (ii) Executive and at materially the commencement date same level of equivalent benefits coverage for the Employee from a new employer; or (iii) Executive as the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans coverage in which the Employee is entitled to participate effect immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the CompanyThe Company shall, at its sole cost and expenseoption, shall arrange contribute amounts it is required to have issued for the benefit contribute on behalf of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans Executive pursuant to this Paragraph paragraph either to: (eA) if such participation were not barred or, if such insurance is not available at a reasonable cost to plans maintained for the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits 's employees; or (on an after-tax basisB) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company.private insurance

Other Benefits. The 5.1 If the Company shall also maintain in full force and effectadopts a Company car policy, for the continued benefit then until notice of termination of the Employee Appointment is given under Clauses 2 or 12 and his dependentssubject to the Executive holding and continuing to hold a full driving licence, for a period terminating on the earliest of Remuneration Committee may decide to provide the Executive:- (ia) a period motor car of months after a type to be agreed between the Date of Termination equal to Executive and the Measuring Period; (ii) the commencement date of equivalent benefits Remuneration Committee for the Employee from a new employer; or (iii) the Employee's normal retirement date under use by him in accordance with the Company's car policy in force from time to time; or (b) with a contract hire allowance for a suitable motor car at a rate to be set by the Remuneration Committee and this allowance will include maintenance, repairs, motor tax and insurance but may exclude business mileage. 5.2 The Executive shall be entitled to participate, at the Company's expense, in any permanent health insurance scheme as the Remuneration Committee may decide to set up and provide from time to time subject to the Company's right to terminate or substitute other schemes for such schemes and subject to clause 12.1(a). 5.3 The Executive shall be entitled to participate, at the Company's expense in such medical insurance and life insurance scheme as the Remuneration Committee may decide to set up and provide from time to time subject to the rules of such scheme. 5.4 The Executive shall be entitled to become a member of the Company Pension Plan, after Scheme which the terms Remuneration Committee may decide to set up. 5.5 Any benefits which may from time to time be provided by the Company or any other Group Company to the Executive or his family which are not expressly referred to in this Agreement shall be provided at the entire discretion of the Pension Plan Company and, unless so agreed in writing, shall govern; all insured not form part of the Executive's terms and self-insured employee benefit plans conditions of employment. 5.6 Should the Executive's employment be terminated for whatever reason the Company reserves the right: (a) to make a cash allowance in lieu of the benefits to which the Employee Executive is entitled for any period of notice; or (b) to participate make provision for the continuation of such benefits for that period; or partly the one and partly the other. The provision of benefits pursuant to paragraph (b) above will cease immediately should the Executive commence new employment at any time prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees expiry of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companynotice period.

Other Benefits. The Company a. Any unvested stock options, restricted stock units and other awards ("Stock Awards") granted prior to the Change in Control under the Company's Long-Term Stock Incentive Plan (or successor or replacement plan) (the "Plan") held by the Executive shall also maintain immediately become vested and exercisable, and any restrictions thereon shall lapse, upon the Change in full force Control, and, to the extent such Stock Awards are assumed, substituted or continued, following any Involuntary Termination such Stock Awards shall be exercisable under the terms and effect, for the continued benefit conditions of the Employee Plan and his dependents, any award agreements thereunder for a period terminating on equal to the earliest lesser of (i) a period five years from the date of months after the Date of Executive's Involuntary Termination equal to the Measuring Period; or (ii) the commencement date term of equivalent benefits for such Stock Award. b. The Executive and the Employee from a new employer; or (iii) Executive's dependents shall be entitled to participate on the Employee's normal retirement date under same basis as active employees and their dependents, respectively, in the Company's Pension Plangroup health, after which dental and life insurance plans (including premium payments and credit dollars paid by the Company), or the Company shall make available comparable benefits (but not any other welfare benefit plans or any retirement plans, except as described below) for a period of 2 (two) years following a termination of employment described in Section 2.1 and provided that the coverage provided under this Agreement is subject to any limitations under the terms of any applicable contract with an insurance carrier or third party administrator, except such coverage shall expire if the Pension Plan Executive becomes eligible for comparable coverage under a plan of another employer. Nothing herein shall govern; all insured be deemed to restrict the right of the Company from amending or terminating any such plan in a manner generally applicable to similarly situated active executives employed by the Company and self-insured employee benefit plans its affiliates, in which event the Employee is Executive shall be entitled to participate immediately on the same basis (including payment of applicable contributions) as similarly situated active executives employed by the Company and its affiliates. c. The Executive shall be entitled to reimbursement for actual payments made for professional outplacement services, not to exceed $25,000. d. The Executive shall be entitled to reimbursement for all outstanding unreimbursed business expenses properly incurred by Executive prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans Involuntary Termination pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges 's policy therefor in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, effect at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under time such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyexpenses were incurred.

Other Benefits. The Company Employer shall also maintain in full force and effect, for and Employee shall be entitled to continue to participate in, all of Employer's employee benefit plans and arrangements in effect on the continued benefit date hereof in which Employee participates; or such other plans or arrangements that would provide Employee with substantially equivalent benefits thereunder (including without limitation each pension and retirement plan and arrangement, supplemental pension and retirement plan and arrangement, stock option plan, life insurance plan and arrangement, health-and-accident plan and arrangement, medical insurance plan and arrangement, disability plan and arrangement, survivor income plan and arrangement, relocation plan and vacation plan) (the "Employee Benefit Plans"); provided, however, that this Section 5 shall not apply to any of Employer's Incentive Compensation Plan(s). Employer shall not make any changes in such plans or arrangements which would adversely affect Employee's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all employees or executives of the Employer and does not result in a proportionately greater reduction in the rights of or benefits to the Employee as compared with any other employee or executive of the Employer. Employee shall be entitled to participate in and his dependentsreceive benefits under any Employee Benefit Plan or arrangement made available by Employer in the future to its employees, executives or key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Employee pursuant to Section 3.1 hereof or pursuant to an Incentive Compensation Plan as provided in Section 4 hereof. Any payments or benefits payable to the Employee hereunder with respect to any calendar year during which Employee is employed by Employer for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which he is employed; provided, however, benefits or payments payable to Employee under any life insurance plan or arrangement, health-and-accident plan or arrangement or disability plan or arrangement shall be payable on behalf of Employee by Employer for a period terminating on the earliest of six (i6) a period of months after the Date termination of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyemployment hereunder.

Other Benefits. The Employee shall be reimbursed by the Company for all reasonable and customary travel and other business expenses incurred by him in the performance of his duties hereunder in accordance with the Company’s standard policy regarding expense verification practices. The Employee shall also maintain in full force and effect, for the continued benefit be entitled to that number of weeks paid vacation per year that is available to other Employees of the Company, and shall be eligible to participate in such pension, life insurance, health insurance, disability insurance and other employee benefits plans, if any, which the Company may from time to time make available to its Employees generally. On and after a Change of Control, the Employee and his dependents, for a period terminating on the earliest of shall be included: (i) a period of months after the Date of Termination equal to the Measuring Period; extent eligible thereunder (ii) the commencement date which eligibility shall not be conditioned on Employee’s salary grade or on any other requirement which excludes persons of comparable status to Employee unless such exclusion was in effect for such plan or an equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate plan immediately prior to the Date Change of TerminationControl), in any and all plans providing benefits for the Company’s salaried employees in general (including but not limited to group life insurance, hospitalization, medical, dental, and long-term disability plans) and (ii) in plans provided to executives of the Company of comparable status and position to Employee (including but not limited to deferred compensation, split-dollar life insurance, supplemental retirement, stock option, stock appreciation, stock bonus, cash bonus and similar or comparable plans); provided that in no event shall the Employee's continued participation is possible aggregate level of benefits under the general terms and provisions of such Plans plans described in clause (and any applicable funding mediai) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation plans described in any such Plan is barredclause (ii), the Companyrespectively, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those in which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent included be less than the aggregate level of benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees plans of the Company may apply for until of the type referred to in such clause, respectively, in which Employee is able was participating immediately prior to receive equivalent benefits from a source other than the CompanyChange of Control.

Other Benefits. The Employee shall be reimbursed by the Company for all reasonable and customary travel and other business expenses incurred by him in the performance of his duties hereunder in accordance with the Company’s standard policy regarding expense verification practices. The Employee shall also maintain be entitled to that number of weeks paid vacation per year that is available to other Employees of the Company, and shall be eligible to participate in full force such pension, life insurance, health insurance, disability insurance and effectother employee benefits plans, if any, which the Company may from time to time make available to its employees generally on such terms as are available to such employees; provided, however, that premiums for the continued benefit Employee’s and his spouse’s health insurance (i.e., medical, dental and vision coverage) shall be paid by the Company. On and after a Change of Control, the Employee and his dependents, for a period terminating on the earliest of shall be included: (i) a period of months after the Date of Termination equal to the Measuring Period; extent eligible thereunder (ii) the commencement date which eligibility shall not be conditioned on Employee’s salary grade or on any other requirement which excludes persons of comparable status to Employee unless such exclusion was in effect for such plan or an equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate plan immediately prior to the Date Change of TerminationControl), in any and all plans providing benefits for the Company’s salaried employees in general (including but not limited to group life insurance, hospitalization, medical, dental, and long-term disability plans) and (ii) in plans provided to executives of the Company of comparable status and position to Employee (including but not limited to deferred compensation, split-dollar life insurance, supplemental retirement, stock option, stock appreciation, stock bonus, cash bonus and similar or comparable plans); provided that in no event shall the Employee's continued participation is possible aggregate level of benefits under the general terms and provisions of such Plans plans described in clause (and any applicable funding mediai) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation plans described in any such Plan is barredclause (ii), the Companyrespectively, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those in which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent included be less than the aggregate level of benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees plans of the Company may apply for until of the type referred to in such clause, respectively, in which Employee is able was participating immediately prior to receive equivalent benefits from a source other than the CompanyChange of Control.

Other Benefits. The Subject to the conditions set forth in this Agreement hereof, the following benefits (subject to any applicable payroll or other taxes required to be withheld) shall be paid or provided to the Executive: (a) HEALTH/WELFARE BENEFITS (i) During the eighteen (18) months following the Termination Date (the "CONTINUATION PERIOD"), the Company shall also maintain continue to keep in full force and effecteffect all programs of medical, for the continued benefit of the Employee dental, vision, accident, disability, life insurance, including optional term life insurance, and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal other similar health or welfare programs with respect to the Measuring Period; (ii) Executive and her dependents with the commencement date same level of equivalent benefits for coverage, upon the Employee from a new employer; or (iii) same terms and otherwise to the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan same extent as such programs shall govern; all insured and self-insured employee benefit plans have been in which the Employee is entitled to participate effect immediately prior to the Termination Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if more favorable to the Executive, immediately prior to the Change in Control), and the Company and the Executive shall share the costs of the continuation of such insurance is not available at a reasonable cost coverage in the same proportion as such costs were shared immediately prior to the CompanyTermination Date (or, if more favorable to the Executive, immediately prior to the Change in Control) or, if the terms of such programs do not permit continued participation by the Executive (or if the Company otherwise determines it advisable to amend, modify or discontinue such programs for employees generally), the Company shall otherwise provide benefits substantially similar to and no less favorable to the Employee and his dependents with equivalent Executive in terms of cost or benefits (on an after-tax basis"EQUIVALENT BENEFITS") and the Employee shall not be required than she was entitled to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, receive at the end of a the period of months after coverage, for the Date duration of Termination equal the Continuation Period. (ii) All benefits which the Company is required by this Section 6(a) to provide, which will not be provided by the Measuring PeriodCompany's programs described herein, shall be provided through the Employee purchase of insurance unless the Executive is not receiving equivalent benefits from a new employeruninsurable. If the Executive is uninsurable, the Company shall arrange, at will provide the benefits out of its sole cost and expense, to enable Employee to convert general assets. (iii) If the Employee's and his dependents' coverage under such Plans to individual policies Executive obtains other employment during the Continuation Period which provides health or programs upon the same terms as employees welfare benefits of the type described in Section 6(a)(i) hereof ("OTHER COVERAGE"), then Executive shall notify the Company may apply for until promptly of such other employment and Other Coverage and the Employee is able Company shall thereafter not provide the Executive and her dependents the benefits described in Section 6(a)(i) hereof to receive equivalent the extent that such benefits from a source other than are provided under the CompanyOther Coverage. Under such circumstances, the Executive shall make all claims first under the Other Coverage and then, only to the extent not paid or reimbursed by the Other Coverage, under the plans and programs described in Section 6(a)(i) hereof.

Other Benefits. The Employee shall be reimbursed by the Company for all reasonable and customary travel and other business expenses incurred by her in the performance of her duties hereunder in accordance with the Company’s standard policy regarding expense verification practices. The Employee shall also maintain in full force and effect, for the continued benefit be entitled to that number of weeks paid vacation per year that is available to other Employees of the Company, and shall be eligible to participate in such pension, life insurance, health insurance, disability insurance and other employee benefits plans, if any, which the Company may from time to time make available to its employees generally on such terms as are available to such employees. On and after a Change of Control, the Employee and his dependents, for a period terminating on the earliest of shall be included: (i) a period of months after the Date of Termination equal to the Measuring Period; extent eligible thereunder (ii) the commencement date which eligibility shall not be conditioned on Employee’s salary grade or on any other requirement which excludes persons of comparable status to Employee unless such exclusion was in effect for such plan or an equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate plan immediately prior to the Date Change of TerminationControl), in any and all plans providing benefits for the Company’s salaried employees in general (including but not limited to group life insurance, hospitalization, medical, dental, and long-term disability plans) and (ii) in plans provided to executives of the Company of comparable status and position to Employee (including but not limited to deferred compensation, split-dollar life insurance, supplemental retirement, stock option, stock appreciation, stock bonus, cash bonus and similar or comparable plans); provided that in no event shall the Employee's continued participation is possible aggregate level of benefits under the general terms and provisions of such Plans plans described in clause (and any applicable funding mediai) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation plans described in any such Plan is barredclause (ii), the Companyrespectively, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those in which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent included be less than the aggregate level of benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees plans of the Company may apply for until of the type referred to in such clause, respectively, in which Employee is able was participating immediately prior to receive equivalent benefits from a source other than the CompanyChange of Control.

Other Benefits. The Company (i) Subject to the provisions of clause (ii) below, during the Employment Period, the Employee shall also maintain be entitled to participate in full force all of the employee benefit plans and effectarrangements made available by the Corporation to similarly situated employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, and shall be entitled to all perquisites and special benefits provided to similarly situated employees of the Corporation. Credit shall be given to the Employee for the Employee's service with Xxxxxxx, as if such service had been performed for the Corporation, for all relevant purposes under all such Corporation plans and arrangements. (ii) As of the continued Effective Date the Employee shall be designated a participant in the NationsBank Corporation and Designated Subsidiaries Supplemental Executive Retirement Plan ("SERP I") which shall provide the Employee with a target annual retirement benefit equal to sixty percent (60%) of the Employee's final five-year average earnings, offset by the Employee's annual retirement benefits from the Corporation's tax-qualified defined benefit plan, the Corporation's ERISA restoration plan, Xxxxxxx'x tax-qualified defined benefit plan, the Supplemental Executive Retirement Plan of Xxxxxxx Xxxxx, Inc. and its Affiliates (the "Xxxxxxx SERP"), any plan maintained by any previous employer of the Employee and his dependents, for a period terminating (which previous employer plan offset will be calculated in accordance with Section 3.1(b)(1)(B) of the Xxxxxxx SERP as in effect on the earliest date hereof) and social security. The Employee shall be credited with the Employee's service with, and compensation from, Xxxxxxx prior to the Effective Date for purposes of (i) a period of months determining the Employee's SERP I target benefit. In no event shall the annual retirement benefit payable to the Employee from SERP I after the offsets listed above (the "Net SERP I Benefit") be less than $250,000, and the Employee shall be eligible to commence the Employee's Net SERP I Benefit on the fifth (5th) anniversary of the Effective Date. Upon the Employee's death, the Employee's beneficiary shall be entitled to receive until such beneficiary's death an annual benefit equal to seventy-five percent (75%) of the Employee's Net SERP I Benefit. Notwithstanding the foregoing provisions of this clause, the Employee shall be entitled to receive the lump sum value of the Employee's Net SERP I Benefit within thirty (30) days following the Employee's Date of Termination equal to (as defined in Section 8(b) below) calculated using a discount rate of five percent (5%) and the Measuring Period; (ii) the commencement date of equivalent benefits for 1983 Group Annuity Mortality Table and assuming a three year age difference between the Employee from a new employer; or (iii) and the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee spouse. Any such election to receive a lump sum benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that may be made by the Employee's continued participation is possible delivery of a written election to the Corporation on, or at any time after, the Effective Date. Such election may be made by the Employee without the consent of the Corporation or any administrative committee under SERP I, and no financial penalty or other reduction in the general terms and provisions lump sum value calculated above shall be imposed as the result of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participationlump sum election. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit elects a lump sum payment of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's Net SERP I Benefit and his dependents' coverage under dies prior to receiving such Plans to individual policies or programs upon payment, the same terms as employees lump sum value of the Company may apply for until Employee's Net SERP I Benefit (calculated as if the Employee is able had terminated employment on the date prior to receive equivalent benefits from a source his death) shall be paid to the Employee's estate or other than designated beneficiary. See Section 14(d) for special provisions related to an income tax gross-up related to the CompanyEmployee's Net SERP I Benefit.

Other Benefits. a. The Executive shall be entitled to participate on the same basis as similarly situated active executives in the Company's group health, dental and vision plans, or the Company shall also maintain in full force and effectmake available comparable benefits, for the continued (but not any other welfare benefit of the Employee and his dependentsplans or any retirement plans, except as described below) for a period terminating on of two (2) years following a termination of employment described in Section 2.1 (provided that the earliest of (i) a period of months after the Date of Termination equal coverage provided under this Section 2.4a is subject to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date any limitations under the Company's Pension Plan, after which the terms of any applicable contract with an insurance carrier or third party administrator), except that such coverage shall expire if the Pension Plan Executive becomes eligible for coverage under a plan of another employer. Nothing herein shall govern; all insured be deemed to restrict the right of the Company to amend or terminate any such plan in a manner generally applicable to similarly situated active executives of the Company and self-insured employee benefit plans its affiliates, in which event the Employee is Executive shall be entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms basis (including payment of applicable contributions) as employees similarly situated active executives of the Company may apply and its affiliates. b. The Executive shall be entitled to reimbursement for until actual payments made for professional outplacement services, not to exceed 15% of base salary at the Employee date of termination of employment. c. In determining the Executive's pension benefit under this provision, the Executive will be deemed to have accrued additional continuous service, benefit service and final average pay up through the date he/she would have satisfied the rule of 75 (the "CIC Accrued Benefit"). The CIC Accrued Benefit will be payable from the Hughes Salaried Employees Excess Benefit Plan (the "Xxxxss Plan") and will be present valued to his/her actual date of termination of employment using a rate of 6.5% or the GATT interest rate whichever is able to receive equivalent greater. In addition, the CIC Accrued Benefit shall be deemed eligible for "COLA" benefits from a source other than under the CompanyExcess Plan.

Other Benefits. The Company shall also maintain in full force and effect(a) If the Executive becomes entitled to payment under paragraph 4(a), the Executive will receive 12 months service credit under all Olin Pension Plans for which the continued benefit Executive was eligible at the time of the Employee and his dependentsTermination (i.e., for a period terminating on the earliest of (i) a period of months after the Date of Termination equal under Olin's qualified Pension Plans to the Measuring Period; (ii) extent permitted under then applicable law, otherwise such credit will be reflected in a supplementary pension payment from Olin to be due at the commencement times and in the manner payments are due the Executive under such qualified pension plans), and for 12 months from the date of equivalent benefits for the Employee from a new employer; or Termination the Executive (iiiincluding covered dependents) will continue to enjoy coverage under all Olin medical, dental, and life insurance plans to the Employee's normal retirement date under extent the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate Executive was enjoying such coverage immediately prior to the Date Termination. The Executive's entitlement to insurance coverage under the Consolidated Omnibus Budget Reconciliation Act would commence at the end of the period during which insurance coverage is provided under this Agreement. The Executive shall accrue no vacation during the 12 months following the date of Termination but shall be entitled to payment for accrued and unused vacation for the then current year. If the Executive receives the Executive Severance (including the amount referred to in paragraph 1(d)(ii)), the Executive shall not be entitled to an ICP award for the calendar year of Termination if Termination occurs during the first calendar quarter. Even if the Executive receives the Executive Severance (including the amount referred to in paragraph 1(d)(ii)) and if Termination occurs during or after the second calendar quarter, the Executive shall be entitled to a prorated ICP award for the calendar year of Termination which shall be determined by multiplying his or her then current ICP standard by a fraction the numerator of which is the number of weeks in the calendar year prior to the Termination and the denominator of which is 52. The Executive shall accrue no ICP award following the date of Termination; . The accrued vacation pay and ICP award, if any, shall be paid in a lump sum when the Executive Severance is paid. (b) If the Executive becomes entitled to payment under paragraph 4(b), the pension credit and insurance coverage provided for in paragraph 5(a) will be for an additional 24-month period beyond the period provided in paragraph 5(a). (c) Notwithstanding the foregoing paragraphs 5(a) and 5(b), no such service credit or insurance coverage will be afforded by this Agreement with respect to any period after the Executive's sixty-fifth birthday. (d) In the event of a Termination, the Executive will be entitled at Olin's expense to outplacement counseling and associated services in accordance with Olin's customary practice at the time (or, if a Change in Control shall have occurred, in accordance with such practice immediately prior thereto) with respect to its senior executives who have been terminated other than for cause. It is understood that the Employee's continued participation counseling and services contemplated by this paragraph 5(d) are intended to facilitate the obtaining by the Executive of other employment following a Termination, and payments or benefits by Olin in lieu thereof will not be available to the Executive. (e) Notwithstanding the provisions of Section 10 of the Olin Senior Executive Pension Plan (the "Senior Plan"), if the Executive is possible in active employment with Olin at the date of a Change in Control but has not attained age 55 at such date, the Executive shall (if then a Participant in the Senior Plan) nevertheless automatically be paid the lump sum amount called for by such Section 10, except that such lump sum amount will be calculated first, by calculating the sum equal to the annual benefit which would otherwise be payable to the Executive at age 65 under all Olin pension plans assuming the Executive had terminated his or her employment with Olin on the date of the Change in Control, second, by multiplying such sum by 72%, which is the current percentage applicable in the calculation of benefits paid to employees retiring from active service with Olin at age 55 under the general terms and early retirement provisions of the Olin Employees Pension Plan, third, by determining the then lump sum actuarial value of the product resulting from the second step, and fourth, by deducting from such Plans lump sum actuarial value the then lump sum actuarial value of the Executive's accrued annual benefits under all other Olin pension plans. The actuarial value shall be determined as the amount needed to purchase a fixed annuity through Metropolitan Life Insurance Company (and any applicable funding media"Metropolitan") and immediately prior to the Employee continues to pay an amount equal to Employee's regular contribution for such participationChange in Control. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance annuity is not available at a reasonable cost through Metropolitan, then Prudential Insurance Company or an insurance company with comparable rating by A.M. Best & Company shall be substituted for Metropolitan. A lump sum payment under this paragraph 5(e) will be used to reduce any payments under the Senior Plan which may become due to the CompanyExecutive thereafter. The purpose of this paragraph 5(e) is to ensure that an Executive who is less than age 55 at the time of the Change in Control receives a lump sum payment which when combined with the value of the Executive's pension benefits from all other Olin pension plans preserves the 72% age 55, subsidized early retirement factor, rather than the Company actuarial reduction. Such lump sum payment shall otherwise be discounted by the same interest rate used by the insurance company to determine the actuarial value to provide for the Employee and his dependents with equivalent benefits deferral of the benefit until the Executive reaches age 55. (on an after-tax basisf) and If the Employee shall not be required Executive becomes entitled to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. Ifpayment under paragraph 4(b), at the end of a the period of months after for insurance coverage provided in accordance with paragraph 5(b), the Date of Termination equal Executive shall be entitled to continue in Olin's medical and dental coverage (including dependent coverage) on terms and conditions no less favorable to the Measuring PeriodExecutive as in effect prior to the Change in Control for the Executive until the Executive reaches age 65; provided that if the Executive obtains other employment which offers medical or dental coverage to the Executive and his or her dependents, the Employee Executive shall enroll in such medical or dental coverage, as the case may be, and the corresponding coverage provided to the Executive hereunder shall be secondary coverage to the coverage provided by the Executive's new employer so long as such employer provides the Executive with such coverage. (g) If there is a Change in Control, Olin shall not receiving equivalent reduce or diminish the insurance coverage or benefits from which are provided to the Executive under paragraph 5(a), 5(b) or 5(f) during the period the Executive is entitled to such coverage; provided the Executive makes the premium payments required by active employees generally for such coverage, if any, under the terms and conditions of coverage applicable to the Executive. Following a new employerChange in Control, incentive compensation plans in which the Company Executive participates shall arrange, at its sole cost contain reasonable financial performance measures and expense, shall be consistent with practice prior to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the CompanyChange in Control.

Other Benefits. The Company During the term hereof, the Executive shall also maintain be entitled to participate in full force any and effect, all employee benefit plans from time to time in effect for the continued benefit employees of the Employee and his dependentsCompany generally, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal except to the Measuring Period; extent any such employee benefit plan is in a category of benefit otherwise provided to the Executive (ii) the commencement date of equivalent benefits for the Employee from e.g., a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which severance pay plan). Such participation shall be subject to the terms of the Pension Plan shall govern; all insured applicable plan documents and self-insured generally applicable Company policies. Except as otherwise provided in any plan or agreement or as prohibited by law, the Company may alter, modify, add to or terminate its employee benefit plans at any time as it, in its sole judgment, determines to be appropriate, without recourse by the Executive. Business Expenses and In-Kind Benefits. The Company shall pay or reimburse the Executive for all reasonable business expenses incurred or paid by the Executive in the performance of his duties and responsibilities hereunder, subject to any maximum annual limit and other restrictions on such expenses set by the Board and to such reasonable substantiation and documentation as may be specified by the Company from time to time. Additionally, the Company agreed to reimburse reasonable attorneys’ fees, up to a maximum of $10,000, incurred by the Executive in connection with the review and negotiation of the Original Employment Agreement prior to the Original Effective Date. Any reimbursement of expenses or the provision of any in-kind benefits that would constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (along with the rules and regulations thereunder, “Section 409A”) shall be subject to the following additional rules: (A) no reimbursement of any such expense, or the provision of any in-kind benefit, shall affect the Executive’s right to reimbursement of any other such expense, or the provision of any in-kind benefit, in any other taxable year; (B) reimbursement of the expense shall be made, if at all, not later than the end of the calendar year following the calendar year in which the Employee is entitled expense was incurred; and (C) the right to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing reimbursement or in-kind benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required subject to pay liquidation or exchange for any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companybenefit.

Other Benefits. The Company If the Executive is entitled to benefits under this Section 5, then in addition to compensation set forth in Section 5(a) hereof, subject to the provisions and limitations set forth below, the Executive shall also maintain in full force be entitled to the following benefits from the Company: (i) Commencing on the Date of Termination and effect, for the continued benefit of the Employee and his dependents, for a period terminating on of three months thereafter, the earliest Executive may exercise all stock options granted to the Executive pursuant to the Company's Omnibus Incentive Compensation Plan or any such other stock plan including any such plan of UtiliCorp. Such stock options shall be exercisable whether or not: (iA) a such options are vested; or (B) any installment exercise terms as stipulated in any award agreement issued under such Plan have been satisfied. However, in no event shall the Executive exercise any stock option after the expiration of the option period as stipulated in an award agreement issued under such Plan. (ii) Effective as of months the Date of Termination, any restrictions relating to stock awards under the Company's Omnibus Incentive Compensation Plan or Employee Stock Purchase Plan or any such plan or plans of UtiliCorp shall lapse. (iii) Effective as of the Date of Termination, the Executive may elect to have any compensation which has been deferred paid to him. (iv) Effective as of the Date of Termination, the Executive will be immediately vested in any long term incentive compensation under any long term incentive plan of the Company or UtiliCorp. Nothing herein shall be deemed to limit the provisions of any other instrument or document governing any of the above, including without limitation provisions that require or permit earlier vesting or acceleration of any rights or benefits or earlier lapse of any restrictions. (v) Effective as of the Date of Termination and continuing until three years after the Date of Termination equal Termination, the Company will provide the Executive with life, accidental death and dismemberment, long-term disability and health insurance coverage at the same cost to the Measuring Period; (ii) Executive and at materially the commencement date same level of equivalent benefits coverage for the Employee from a new employer; or (iii) Executive as the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans coverage in which the Employee is entitled to participate effect immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the CompanyThe Company shall, at its sole cost and expenseoption, shall arrange contribute amounts it is required to have issued for the benefit contribute on behalf of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans Executive pursuant to this Paragraph paragraph either to: (eA) if such participation were not barred or, if such insurance is not available at a reasonable cost to plans maintained for the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits 's employees; or (on an after-tax basisB) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company.private insurance

Other Benefits. The Company shall also maintain in full force and effect(a) If the Executive becomes entitled to payment under paragraph 4(a), the Executive will receive 12 months service credit under all Arch Chemicals Pension Plans for which the continued benefit Executive was eligible at the time of the Employee Termination (i.e., under Arch Chemicals' qualified Pension Plans to the extent permitted under then applicable law, otherwise such credit will be reflected in a supplementary pension payment from Arch Chemicals to be due at the times and his in the manner payments are due the Executive under such qualified pension plans), and for 12 months from the date of the Termination the Executive (including covered dependents, for a period terminating ) will continue to enjoy coverage on the earliest of (i) same basis as a period of months after the Date of Termination equal similarly situated active employee under all Arch Chemicals medical, dental, and life insurance plans to the Measuring Period; (ii) extent the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate Executive was enjoying such coverage immediately prior to the Date Termination. The Executive's entitlement to insurance coverage under the Consolidated Omnibus Budget Reconciliation Act would commence at the end of the period during which insurance coverage is provided under this Agreement without offset for coverage provided hereunder. The Executive shall accrue no vacation during the 12 months following the date of Termination but shall be entitled to payment for accrued and unused vacation for the calendar year in which the Termination occurs. If the Executive receives the Executive Severance (including the amount referred to in paragraph 1(d)(ii)), the Executive shall not be entitled to an ICP award for the calendar year of Termination if Termination occurs during the first calendar quarter. Even if the Executive receives the Executive Severance (including the amount referred to in paragraph 1(d)(ii)) and if Termination occurs during or after the second calendar quarter, the Executive shall be entitled to a prorated ICP award for the calendar year of Termination which shall be determined by multiplying his or her then current ICP standard by a fraction the numerator of which is the number of weeks in the calendar year prior to the Termination and the denominator of which is 52. The Executive shall accrue no ICP award following the date of Termination; . The accrued vacation pay and ICP award, if any, shall be paid in a lump sum when the Executive Severance is paid. (b) If the Executive becomes entitled to payment under paragraph 4(b), the pension credit and insurance coverage provided for in paragraph 5(a) will be for an additional 24-month period beyond the period provided in paragraph 5(a). (c) Notwithstanding the foregoing paragraphs 5(a) and 5(b), no such service credit or insurance coverage will be afforded by this Agreement with respect to any period after the Executive's sixty-fifth birthday. (d) In the event of a Termination, the Executive will be entitled at Arch Chemicals' expense to outplacement counseling and associated services in accordance with Arch Chemicals' customary practice at the time (or, if a Change in Control shall have occurred, in accordance with such practice immediately prior thereto) with respect to its senior executives who have been terminated other than for Cause. It is understood that the Employee's continued participation counseling and services contemplated by this paragraph 5(d) are intended to facilitate the obtaining by the Executive of other employment following a Termination, and payments or benefits by Arch Chemicals in lieu thereof will not be available to the Executive. (e) Notwithstanding the provisions of Section 10 of the Arch Chemicals Senior Executive Pension Plan (the "Senior Plan"), if the Executive is possible in active employment with Arch Chemicals at the date of a Change in Control but has not attained age 55 at such date, the Executive shall (if then a Participant in the Senior Plan) nevertheless automatically be paid the lump-sum amount called for by such Section 10, except that such lump-sum amount will be calculated first, by calculating the sum equal to the annual benefit which would otherwise be payable to the Executive at age 65 under all Arch Chemicals pension plans assuming the Executive had terminated his or her employment with Arch Chemicals on the date of the Change in Control, second, by multiplying such sum by 72%, which is the current percentage applicable in the calculation of benefits paid to employees retiring from active service with Arch Chemicals at age 55 under the general terms and early retirement provisions of the Arch Chemicals Employees Pension Plan, third, by determining the then lump-sum actuarial value of the product resulting from the second step, and fourth, by deducting from such Plans lump-sum actuarial value the then lump-sum actuarial value of the Executive's accrued annual benefits under all other Arch Chemicals pension plans. The actuarial value shall be determined as the amount needed to purchase a fixed annuity through Metropolitan Life Insurance Company (and any applicable funding media"Metropolitan") and or its successor immediately prior to the Employee continues to pay an amount equal to Employee's regular contribution for such participationChange in Control. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance annuity is not available at a reasonable cost through Metropolitan, then Prudential Insurance Company or an insurance company with comparable rating by A.M. Best & Company shall be substituted for Metropolitan. A lump-sum payment under this paragraph 5(e) will be used to reduce any payments under the Senior Plan which may become due to the CompanyExecutive thereafter. The purpose of this paragraph 5(e) is to ensure that an Executive who is less than age 55 at the time of the Change in Control receives a lump-sum payment which when combined with the value of the Executive's pension benefits from all other Arch Chemicals pension plans preserves the 72% age 55, subsidized early retirement factor, rather than the Company actuarial reduction. Such lump-sum payment shall otherwise be discounted by the same interest rate used by the insurance company to determine the actuarial value to provide for the Employee and his dependents with equivalent benefits deferral of the benefit until the Executive reaches age 55. (on an after-tax basisf) and If the Employee shall not be required Executive becomes entitled to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. Ifpayment under paragraph 4(b), at the end of a the period of months after for insurance coverage provided in accordance with paragraph 5(b), the Date of Termination equal Executive shall be entitled to continue in Arch Chemicals' medical and dental coverage (including dependent coverage) on terms and conditions no less favorable to the Measuring PeriodExecutive as in effect prior to the Change in Control for the Executive until the Executive reaches age 65; provided that if the Executive obtains other employment which offers medical or dental coverage to the Executive and his or her dependents, the Employee Executive shall enroll in such medical or dental coverage, as the case may be, and the corresponding coverage provided to the Executive hereunder shall be secondary coverage to the coverage provided by the Executive's new employer so long as such employer provides the Executive with such coverage. (g) If there is a Change in Control, Arch Chemicals shall not receiving equivalent reduce or diminish the insurance coverage or benefits from which are provided to the Executive under paragraph 5(a), 5(b) or 5(f) during the period the Executive is entitled to such coverage; provided the Executive makes the premium payments required by active employees generally for such coverage, if any, under the terms and conditions of coverage applicable to the Executive. Following a new employerChange in Control, incentive compensation plans in which the Company Executive participates shall arrange, at its sole cost contain reasonable financial performance measures and expense, shall be consistent with practice prior to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the CompanyChange in Control.

Other Benefits. 7.1 The Executive is entitled to membership of the following schemes (each referred to below as an “insurance scheme”): 7.1.1 a medical expenses insurance scheme providing such cover for the Executive as the Company may from time to time notify to him; 7.1.2 a salary continuance on long-term disability insurance scheme providing such cover for the Executive as the Company may from time to time notify to him; 7.1.3 a life insurance scheme under which a lump sum benefit shall be payable on the Executive’s death while the Agreement continues; the benefit of which shall be paid to such dependants of the Executive or other beneficiary as the trustees of the scheme select at their discretion, after considering any beneficiaries identified by the Executive in any expression of his wishes delivered to the trustees before his death. The benefit is equal to 4 times the Executive’s basic annual salary at his death; 7.2 Benefits under any insurance scheme shall be subject to the rules of the scheme(s) and the terms of any applicable insurance policy and are conditional upon the Executive complying with and satisfying any applicable requirements of the insurers. Copies of these rules and policies and particulars of the requirements shall be provided to the Executive on request. The Company shall also maintain in full force and effect, not have any liability to pay any benefit to the Executive under any insurance scheme unless it receives payment of the benefit from the insurer under the scheme. 7.3 Any insurance scheme which is provided for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee Executive is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost also subject to the Company, ’s right to alter the cover provided or any term of the scheme or to cease to provide (without replacement) the scheme at any time if in the opinion of the Board the state of health of the Executive is or becomes such that the Company shall otherwise provide is unable to insure the Employee and his dependents with equivalent benefits (on an after-tax basis) and under the Employee scheme at the normal premiums applicable to a person of the Executive’s age provided always that any variation to the current arrangements shall not be required made so as to pay any premiums or treat the Executive materially less favourably than other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees members of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than Board of the Company. 7.4 Without prejudice to any right the Executive many have in respect of damages or compensation, the provision of any insurance scheme does not in any way prevent the Company from lawfully terminating this Agreement in accordance with the provisions of this Agreement even if to do so would deprive the Executive of membership of or cover under any such scheme.

Other Benefits. The Company Purchaser shall also maintain assume the Sellers' obligations, if any, with respect to the following: (a) claims by Interim Employees (to the extent not reflected as a Permitted Payment in full force the determination of Interim Period Cash Flow) and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months Transferred Employees that are reported after the Closing Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately but incurred prior to the Closing Date of Termination; provided that the Employee's continued participation is possible and properly payable under the general terms and provisions Sellers' group medical plans; (b) the provision of such Plans continuation health coverage as required under Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code with respect to any former employee of the Business or the APX Continuing Business (or any of their dependents); (c) the provision of health benefits to 17 employees (and any applicable funding mediatheir eligible dependents) who retired prior to the Closing Date as described in Coopers & Lybrxxx'x xxxuarial report dated June 19, 1996; (d) to pay or provide accrued but unused vacation to Interim Employees (to the extent not reflected as a Permitted Payment in the determination of Interim Period Cash Flow) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph Transferred Employees; (e) if the provision of severance benefits to Interim Employees (to the extent not reflected as a Permitted Payment in the determination of Interim Period Cash Flow) and Transferred Employees (other than such participation were not barred orbenefits, if such insurance is not available at a reasonable cost any, that become payable solely by reason of consummation of the transactions contemplated by this Agreement); and (f) the payment of compensation deferred or credited prior to the CompanyClosing Date with respect to Interim Employees (to the extent not reflected as a Permitted Payment in the determination of Interim Period Cash Flow) and Transferred Employees pursuant to the First Amended and Restated Creative Industries Group, Inc. Deferred Compensation Plan, provided, however, that effective as of the Closing Date, the Company Sellers shall otherwise provide assign to Purchaser their rights under the Employee and his dependents "rabbi" trust agreement for such plan with equivalent benefits (on an after-tax basis) and the Employee shall not be required respect to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyemployees.

Other Benefits. The Company Except as otherwise provided in this Agreement, this Agreement shall also maintain in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which not change the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans (including all tax-qualified or non-qualified deferred compensation plans and insurance bonus agreements between the Executive and the Company) in which the Employee Executive is entitled to participate immediately prior a participant as of the Retirement Date (the “Benefit Plans”) or the payments or benefits earned by or due to the Date Executive and/or the Executive’s eligible dependents thereunder for services rendered to the Company through the Retirement Date. Without limiting the generality of Termination; the foregoing, the Executive, the Executive’s spouse and/or the Executive’s other eligible dependents shall receive post-termination and post-retirement medical benefits under Wachovia’s Retiree Health and Welfare Program on the terms and conditions therein (provided that (i) the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay Executive shall be charged an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange being charged to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to executives still employed by the Company, the Company shall otherwise intent being to provide the Employee and his dependents Executive with equivalent medical benefits at the same cost, after taxes, as charged to executives still employed by the Company, (on an after-tax basisii) this coverage will cease, with respect to the Executive and the Employee Executive’s spouse, on such person’s death, and with respect to Executive’s other dependents, age 26 and (iii) if any person covered by such program becomes eligible for other primary medical coverage, then the foregoing benefits shall be secondary to such primary medical coverage). The benefits earned by or due to the Executive, the Executive’s spouse and/or the Executive’s other eligible dependents in accordance with the terms of the Benefit Plans shall be paid or provided by the Company or the respective Benefit Plan (as the case may be) when due (whether such due date is on, before or after the Retirement Date) in accordance with their respective terms (including any terms involving forfeiture or similar provisions (except as modified hereby)). Furthermore, following the Retirement Date and except as otherwise permitted by the terms of the applicable plan, program, policy or arrangement and this Agreement, the Executive shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order eligible to participate as an active employee in such Plans. Ifany perquisite or employee welfare benefit plan, at the end of a period of months after the Date of Termination equal to the Measuring Periodprogram, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies policy or programs upon the same terms as employees arrangement of the Company may apply for until or any member of the Employee is able to receive equivalent benefits from a source other than the CompanyCompany Group.

Other Benefits. The Company (i) Subject to the provisions of clause (ii) below, during the Employment Period, the Employee shall also maintain be entitled to participate in full force all of the employee benefit plans and effectarrangements made available by the Corporation to similarly situated employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, and shall be entitled to all perquisites and special benefits provided to similarly situated employees of the Corporation. Credit shall be given to the Employee for the Employee's service with Xxxxxxx, as if such service had been performed for the Corporation, for all relevant purposes under all such Corporation plans and arrangements. (ii) As of the continued Effective Date the Employee shall be designated a participant in the NationsBank Corporation and Designated Subsidiaries Supplemental Executive Retirement Plan ("SERP I") which shall provide the Employee with a target annual retirement benefit equal to sixty percent (60%) of the Employee's final five-year average earnings, offset by the Employee's annual retirement benefits from the Corporation's tax-qualified defined benefit plan, the Corporation's ERISA restoration plan, Xxxxxxx'x tax-qualified defined benefit plan, the Supplemental Executive Retirement Plan of Xxxxxxx Xxxxx, Inc. and its Affiliates (the "Xxxxxxx SERP"), any plan maintained by any previous employer of the Employee and his dependents, for a period terminating (which previous employer plan offset will be calculated in accordance with Section 3.1(b)(1)(B) of the Xxxxxxx SERP as in effect on the earliest date hereof) and social security. The Employee shall be credited with the Employee's service with, and compensation from, Xxxxxxx prior to the Effective Date for purposes of (i) a period of months determining the Employee's SERP I target benefit. In no event shall the annual retirement benefit payable to the Employee from SERP I after the offsets listed above (the "Net SERP I Benefit") be less than $840,000, and the Employee shall be eligible to commence the Employee's Net SERP I Benefit on the fifth (5th) anniversary of the Effective Date. Upon the Employee's death, the Employee's beneficiary shall be entitled to receive until such beneficiary's death an annual benefit equal to seventy-five percent (75%) of the Employee's Net SERP I Benefit. Notwithstanding the foregoing provisions of this clause, the Employee shall be entitled to receive the lump sum value of the Employee's Net SERP I Benefit within thirty (30) days following the Employee's Date of Termination equal to (as defined in Section 8(b) below) calculated using a discount rate of five percent (5%) and the Measuring Period; (ii) the commencement date of equivalent benefits for 1983 Group Annuity Mortality Table and assuming a three year age difference between the Employee from a new employer; or (iii) and the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee spouse. Any such election to receive a lump sum benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that may be made by the Employee's continued participation is possible delivery of a written election to the Corporation on, or at any time after, the Effective Date. Such election may be made by the Employee without the consent of the Corporation or any administrative committee under SERP I, and no financial penalty or other reduction in the general terms and provisions lump sum value calculated above shall be imposed as the result of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participationlump sum election. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit elects a lump sum payment of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's Net SERP I Benefit and his dependents' coverage under dies prior to receiving such Plans to individual policies or programs upon payment, the same terms as employees lump sum value of the Company may apply for until Employee's Net SERP I Benefit (calculated as if the Employee is able had terminated employment on the date prior to receive equivalent benefits from a source his death) shall be paid to the Employee's estate or other than designated beneficiary. See Section 14(d) for special provisions related to an income tax gross-up related to the CompanyEmployee's Net SERP I Benefit.

Other Benefits. The Subject to the conditions set forth in this Agreement hereof, the following benefits (subject to any applicable payroll or other taxes required to be withheld) shall be paid or provided to the Executive: (a) HEALTH/WELFARE BENEFITS (i) During the twenty-four (24) months following the Termination Date (the "Continuation Period"), the Company shall also maintain continue to keep in full force and effecteffect all programs of medical, for dental, vision, accident, disability, life insurance, including optional term life insurance, and other similar health or welfare programs with respect to the continued benefit of the Employee Executive and his dependentsdependents with the same level of coverage, for a period terminating on upon the earliest of (i) a period of months after the Date of Termination equal same terms and otherwise to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan same extent as such programs shall govern; all insured and self-insured employee benefit plans have been in which the Employee is entitled to participate effect immediately prior to the Termination Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if more favorable to the Executive, immediately prior to the Change in Control), and the Company and the Executive shall share the costs of the continuation of such insurance is not available at a reasonable cost coverage in the same proportion as such costs were shared immediately prior to the CompanyTermination Date (or, if more favorable to the Executive, immediately prior to the Change in Control) or, if the terms of such programs do not permit continued participation by the Executive (or if the Company otherwise determines it advisable to amend, modify or discontinue such programs for employees generally), the Company shall otherwise provide benefits substantially similar to and no less favorable to the Employee and his dependents with equivalent Executive in terms of cost or benefits (on an after-tax basis"Equivalent Benefits") and the Employee shall not be required than he was entitled to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, receive at the end of a the period of months after coverage, for the Date duration of Termination equal the Continuation Period. (ii) All benefits which the Company is required by this Section 6(a) to provide, which will not be provided by the Measuring PeriodCompany's programs described herein, shall be provided through the Employee purchase of insurance unless the Executive is not receiving equivalent benefits from a new employeruninsurable. If the Executive is uninsurable, the Company will provide the benefits out of its general assets. (iii) If the Executive obtains other employment during the Continuation Period which provides health or welfare benefits of the type described in Section 6(a)(i) hereof ("Other Coverage"), then Executive shall arrange, at its sole cost notify the Company promptly of such other employment and expense, to enable Employee to convert Other Coverage and the Employee's Company shall thereafter not provide the Executive and his dependents' coverage dependents the benefits described in Section 6(a)(i) hereof to the extent that such benefits are provided under the Other Coverage. Under such Plans circumstances, the Executive shall make all claims first under the Other Coverage and then, only to individual policies the extent not paid or reimbursed by the Other Coverage, under the plans and programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companydescribed in Section 6(a)(i) hereof.

Other Benefits. The In the event that paragraph (a)(1) of this Section 10 applies, the Company shall also maintain in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period pay the cost of months after any continued health and dental coverage properly elected by you under the Date of Termination equal Company’s group health and dental plans pursuant to the Measuring Period; Consolidated Budget Reconciliation Act of 1984 (“COBRA coverage”) for the period during which the Company is making Continued Salary Payments, (ii) pay to you the commencement date portion of equivalent benefits any bonus described in Section 4 of this agreement for the Employee from a new employer; or Annual Period during which your termination of employment occurs that is based on Company performance in accordance with the payment timing provisions of Section 4, and (iii) the Employee's normal retirement date under pay for an executive outplacement program of your choice, subject to similar terms and conditions as the Company's Pension Plan’s other executive outplacement program (including a maximum fee of 15% of your total compensation and monthly reports from the outplacement firm of your active job search); provided, after which that only reasonable outplacement services incurred by you and directly related to the terms termination of your employment with the Company shall be reimbursed and, provided further, that such expenses must be incurred no later than the end of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which first calendar year following the Employee is entitled to participate immediately prior to the Date calendar year of Termination; provided that the Employee's continued participation is possible under the general terms and provisions your termination of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participationemployment. In the event that paragraph (a)(1) of this Section 10 applies, all vested stock options granted to you by the Employee participation Company which are not incentive stock options shall, subject to the terms hereof and the agreements evidencing such grants, (i) continue to become exercisable pursuant to the terms thereof and (ii) remain exercisable until the last day in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued final biweekly period for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would Company is making Continued Salary Payments as if you had remained employed by the Company until such date, provided, however, that no option may be exercised beyond the earlier of the latest date upon which the option could have been entitled to receive exercised under such Plan its original terms or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees tenth anniversary of the Company may apply for until original date of grant of the Employee is able to receive equivalent option. Except as otherwise provided herein, all of your remaining benefits from a source other than the Companyshall immediately end upon your termination of employment.

Other Benefits. The Company shall also maintain in full force and effectFollowing the Retirement Date, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal unvested restricted shares granted to the Measuring Period; Executive under the Company’s Long-Term Stock Incentive Plans (the “Restricted Shares”) shall continue to vest in accordance with their terms as if the Executive had remained employed by the Company, (ii) the commencement date performance shares granted to the Executive under the Company’s Long-Term Stock Incentive Plans (the “Performance Shares”) shall be settled in cash or in shares of equivalent benefits for the Employee from a new employer; or Company’s stock (as determined by the Compensation Committee under the terms of the plans) at such time as performance shares are generally settled in accordance with their terms as if the Executive had remained employed by the Company, (iii) the Employee's normal retirement date Executive shall be entitled to receive the vested benefits under the Executive’s account under the Company's Pension Plan, after which ’s Executive Deferred Compensation Plan in accordance with the Executive’s election and the terms of the Pension Plan plan, as such terms may be amended from time to time with respect to participants generally, (iv) the Executive shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been be entitled to receive his vested benefits under the Company’s Capital Accumulation Plan, Pension Plan, Excess Plan, Employee Stock Ownership Plan, Profit Sharing Plan and Defined Contribution Excess Benefit Plan, in accor- dance with the terms of such Plan or Plans pursuant plans, as such terms may be amended from time to this Paragraph time with respect to participants generally, and (ev) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Companyextent eligible, the Executive shall participate in any retiree medical and group life insurance plans maintained by the Company in accordance with the terms of such plans, as such terms may be amended from time to time with respect to participants generally. During the three year period following the Retirement Date, subject to the Executive’s compliance with Sections 5, 6, 7, 8, and 9, the Company shall otherwise provide the Employee and his dependents Executive with equivalent AYCO benefits (on an after-tax basis) and in accordance with the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until program in which the Employee is able to receive equivalent benefits from a source other than Executive participated immediately before the CompanyRetirement Date; provided, that in no event shall the cost of such services borne by the Company exceed $10,500 per year.

Other Benefits. The Company shall also maintain in full force and effect, In further consideration for the continued benefit promises of Employee set forth herein, Reliant agrees to: Initials: a. pay the premiums applicable to Employee and and/or his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal dependents pursuant to the Measuring Period; Consolidated Omnibus Budget Reconciliation Act of 1985 (ii"COBRA") to the commencement date of equivalent benefits for the extent that Employee from a new employer; and/or his dependents elect to continue coverage under Reliant's group health or (iii) the Employee's normal retirement date dental plans as available under the Company's Pension Plan, after which COBRA. Such coverage shall be subject to the terms of the Pension applicable policies that Reliant may have in place from time to time for similarly situated employees. Reliant's obligations to pay such premiums shall expire on the earlier of January 31, 2007 or the date Employee and/or his dependents become covered under any other health plan or policy, whether or not Employee and/or his dependent's rights to continue coverage under COBRA have ceased. b. Reliant agrees to maintain the life insurance policy that has been collaterally assigned to DC in connection with the DC Note until the 30th day following the maturity date of the DC Note. c. As of the Termination Date, Employee will have a total of 65,000 vested options to purchase Reliant common stock. All such options shall continue to be governed by the Reliant Pharmaceutical, LLC Equity Incentive Plan shall govern; all insured and self-insured employee benefit plans in which originally adopted as of July 6, 2000 (as amended) or the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans Reliant Pharmaceuticals, Inc. 2004 Equity Incentive Plan (and any applicable funding media) as amended), as applicable, and the agreements pursuant to which such options were granted, except as otherwise provided in this Agreement. Otherwise, all unvested options shall terminate effective as of the Termination Date. d. Reliant agrees to amend the vested options held by Employee continues to pay an amount equal provide that such options shall be exercisable for the remainder of their 10 year term, and shall not expire if unexercised after 30 days of his Termination Date. e. Nothing in this Agreement is intended to Employeeaccelerate, alter or reduce any other vested or accrued benefits (if any) to which Employee may be entitled under Reliant's regular contribution for such participation. 401(k) Plan. f. In the event that Employee breaches any of the provisions of this Agreement or the sections of the Employment Agreement that are listed in Section 24 hereof, then (i) Reliant shall have no further obligation to make the premium payments under Sections 5(a) and (b), (ii) all vested and unexercised options then held Employee participation in shall automatically terminate and no longer be exercisable and (iii) Reliant shall have the right to repurchase any such Plan is barred, shares acquired by Employee after the Company30th day following his Termination Date upon exercise of vested options, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination repurchase price equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable price paid by Employee to convert exercise such option. The repurchase right described in the Employeeimmediately preceding clause (iii) shall expire with respect to each breach 90 days following the date on which Reliant's and his dependents' coverage under chief executive officer had actual knowledge of such Plans breach. Expiration of such repurchase right with respect to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able one breach shall have no impact on Reliant's rights with respect to receive equivalent benefits from a source any other than the Company.breach. Initials:

Other Benefits. 3.4.1 During the Term of this Agreement the Executive shall participate in each pension, profit-sharing, bonus, stock award, or similar plan or program of the Company now existing or established hereafter, to the extent that he is eligible under the general provisions thereof; provided, however, that under no circumstances shall the provisions of any such plan or program, including without limitation, the provisions relating to eligibility to participate, be less favorable to the Executive than to any senior executive (excluding an individual hired as President or Chief Executive Officer) of the Company hired after the Hire Date and during the Term of this Agreement. The retirement benefits accorded to certain key executives pursuant to individual contracts and described in the Company’s filings with the U.S. Securities and Exchange Commission shall not be deemed to be a pension plan for purposes of this Section 3.4.1. 3.4.2 During the Term of this Agreement, the Executive shall also be entitled to participate on the same basis as other senior executives of the Company, as applicable, in each group insurance, hospitalization, medical, health and accident, disability, or similar plans and programs (collectively “Welfare Plans”) of the Company now existing or hereafter established to the extent that he is eligible under the general provisions thereof, provided that under no circumstances shall the provisions of any such plan or program, including without limitation the provisions relating to eligibility to participate, be less favorable to the Executive than to any senior executive (excluding an individual hired as President or Chief Executive Officer) of the Company hired after the Hire Date and during the Term of this Agreement. Without limiting the foregoing the Executive shall as of the Hire Date accrue two weeks of paid vacation leave and, as of each January 1 during the Term of this Agreement, accrue an additional four weeks of paid vacation leave, except during the last year of the Term of this Agreement, the Executive shall accrue two (2) weeks vacation. 3.4.3 In addition to any paid vacation or sick leave policies under which the Executive has accrued paid leave, the Company shall also maintain in full force and effect, pay or cause to be paid to the Executive for the continued benefit duration of any illness or injury that prevents the Executive from performing his job functions (a “Disability”), by means of a Welfare Plan or otherwise, a net annual amount equal to sixty (60%) percent of the Employee and his dependents, for a period terminating on the earliest sum of (i) a period of months after the Date of Termination equal to Executive’s gross annual base salary rate in effect at the Measuring Period; time such Disability commenced, and (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after Performance Bonus to which the terms of Executive would be entitled with respect to the Pension Plan shall govern; all insured and self-insured employee benefit plans fiscal year in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred orDisability commenced, if he were actively employed on the date such insurance is not available at a reasonable cost to the Companybonus would be distributed, provided however that nothing in this Agreement shall require the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on to fund such benefit for a Disability of less than 90 days in duration by means of an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyinsured Welfare Plan.

Other Benefits. The Company shall also maintain in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of EXHIBIT 10.4 (i) a period of months after the Date of Termination equal to the Measuring Period; continued participation for him or her (iiand for his or her eligible dependents) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under in the Company's Pension Plan, after which ’s health benefit plan on the terms same basis (excluding payment of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled contributions) as apply to participate immediately prior active employees from time to the Date of Terminationtime; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee Participant and his or her eligible dependents individual policies of insurance providing benefits substantially similar (assume the cost, on an after-tax basis, for such continued coverage, and further provided that this coverage shall terminate prior to the end of the Severance Period when the Participant (or his or her eligible dependents, as applicable) becomes entitled to those health benefit plan coverage (whether or not comparable to plans of the Company) from any successor employer; and (ii) on or about January 31 of the year following the year in which the Employee Separation from Service occurs and continuing on or about each January 31 until the year following the year in which the Participant’s health benefit plan coverage continues pursuant to Section 3.3(a)(i), the Company will make a payment to the Participant equal to the amount the Participant paid during the immediately preceding calendar year for health benefit plan continuation coverage described in Section 3.3(a)(i) that exceeds the amount that the Participant would have been entitled paid if the Participant paid for such continued health benefit plan coverage on the same basis as applicable to receive under active employees, provided that each such Plan or Plans cash payment by the Company pursuant to this Paragraph Section 3.3(a)(ii) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A; and (eiii) continued participation for him or her in the Company’s life insurance benefit plan on the same basis (including payment of contributions) as apply to active employees from time to time; provided that this coverage shall terminate prior to the end of the Severance Period when the Participant (or his or her eligible dependents, as applicable) becomes entitled to health and life insurance benefit plan coverage (whether or not comparable to plans of the Company) from any successor employer; and (iv) if such participation were not barred or, if such insurance the cash credits portion of the Directed Executive Compensation program is not available at a reasonable cost to the Companyactive employees at the Participant’s Executive level and the Executive was a Participant prior to June 1, 2018, the continuation of Directed Executive Compensation monthly cash payments, provided that each such cash payment by the Company pursuant to this Section 3.3(a)(iv) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A; and (v) if financial planning services are available to the active employees at the Participant’s Executive level and the Executive was a Participant prior to June 1, 2018, the Company shall otherwise provide reimburse the Employee Participant’s expenses for financial planning incurred during the Severance Period. Such reimbursement shall be made no later than the last day of the calendar year following the calendar year in which the Participant incurs the financial planning expense. In no event will the amount of expenses so reimbursed by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each reimbursement of the Participant’s expenses for financial planning pursuant to this Section 3.3(a)(v) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Neither Executive nor his dependents with equivalent benefits (on an aftershall be eligible for continued participation in any disability income plan, travel accident insurance plan or tax-tax basis) and qualified retirement plan. Nothing herein shall be deemed to restrict the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees right of the Company may apply for until to amend or terminate any plan in a manner generally applicable to active employees. (b) The period of continuation coverage to which the Employee Participant is able to receive equivalent benefits from a source other than entitled under Section 601 et seq. of ERISA (the Company“COBRA Continuation Period”) shall begin after the Severance Period.

Other Benefits. The Company (a) During the term of this Agreement, the Bank shall also maintain pay the premiums on a term life insurance policy(ies) on the life of Maxwell, which policy(ies) shall be owned by Maxwell, in full force the face axxxxx xf One Million Seven Hundred Thousand Dxxxxxx ($1,700,000.00), and effectfor years beginning January 1, 2002 and on each succeeding January 1, the face amount of such policy shall be increased in the same proportion as Maxwell's base salary is increased under this Agreement for the continued yeax xxxxxxxing on that January 1. Further, the said term life insurance policy shall be obtained from an insurance company selected by Maxwell, and the beneficiary(ies) thereon shall be determined by Maxxxxx xnd there shall be no restraint against Maxwell retaining sxxx xxxicy after the expiration of the term of txxx Xxxeement, at his own expense, should he choose to do so. (b) During the term of this Agreement, the Bank shall furnish an automobile owned or leased by the Bank for Maxwell's use for any purpose whatsoever, and the Bank shall pay an xxxxxxxxle expense allowance agreed to by Maxwell and the Board of Directors for fuel, maintenance and replacxxxxx xarts and consumables, repairs and all other costs incidental to the use or operation of the car. The Bank shall maintain reasonable insurance coverages on said vehicle at its expense for the benefit of Maxwell. The make and type of automobile shall be consistent with txx xxxxtions of Maxwell with the Employee and his dependents, for a period terminating Bank based on the earliest discretion of the Board of Direcxxxx. (ic) a The Corporation has granted Maxwell the option to acquire up to Thirty-Six Thousand, Eight Hundxxx xxx Eighty (36,880) shares of the Corporation's common stock at the price of Ten Dollars ($10.00) per share. This grant is exercisable, in whole or in part, during the period of months after the Date of Termination equal it is outstanding, subject to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension James Monroe Bank 1998 Stock Option Plan, as adopted by the Corporaxxxx. Xx xx intended that such options be "non-qualified stock options" within the terms of such Plan and the Internal Revenue Code and, on exercise, the Corporation shall govern; reimburse Maxwell for any income taxes payable by him as an incident of such xxxxxxxe up to the amount of the tax benefit to be received by the Corporation as a result of the exercise by Maxwell of any of said options. Additionally, if the Corporation sexxx xx is required to register any of its securities under the Securities Act of 1933, as amended, or file reports under the Securities Exchange Act of 1934, as amended, with the U.S. Securities and Exchange Commission, it shall, at its expense, cause to be registered, without restrictions thereon (except as may be required by law), all insured shares of stock acquired by Maxwell, upon his exercise of the said non-qualified options with rxxxxxx thereto. (d) Maxwell shall be reimbursed for reasonable travel and self-insured employee benefit plans all other expxxxxx xncurred or paid by Maxwell and which he considers in which accordance with the Employee is Bank's policixx xxx in his discretion to be reasonable and proper in connection with the performance of his services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as may from time to time be requested by the Board of Directors. (e) In the event of Maxwell's inability to perform his duties due to illness or incapacxxx, xxx Bank shall continue his full base salary for a period of three (3) months from the commencement of said disability. Additionally, for the subsequent three (3) month period, the Bank shall pay to Maxwell that portion of his base salary such that the total amount xxxxxxxd by Maxwell pursuant to this sentence plus the amount, if any, received xx Xxxwell pursuant to the Bank's income disability policy (if such poxxxx xxists) equals his full base salary for said subsequent three (3) month period. Thereafter, Maxwell shall only be entitled to receive payments pursuant to the Xxxx'x income disability policy, if such policy exists, except without regard to the $5,000.00/month ceiling limitation. (f) Maxwell shall be entitled to participate immediately prior in and enjoy according to the Date of Termination; provided that the Employee's continued participation is possible under the general terms Xxxx xxlicy any and provisions of such Plans (all pension, retirement, profit-sharing, stock purchase, stock option, life insurance, accident insurance, medical reimbursement, health insurance or hospitalization plan, cafeteria plan, deferred compensation plan, vacations, holidays and other leave and any applicable funding media) and other fringe benefits in which any other employee or executive of the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan Bank is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order eligible to participate in such Plans. If, at the end of a period of months after the Date of Termination equal and entitled by Bank policy to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyenjoy.

Other Benefits. The Company (i) Subject to the provisions of clause (ii) below, during the Employment Period, the Employee shall also maintain be entitled to participate in full force all of the employee benefit plans and effectarrangements made available by the Corporation to similarly situated employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, and shall be entitled to all perquisites and special benefits provided to similarly situated employees of the Corporation. Credit shall be given to the Employee for the Employee's service with Xxxxxxx, as if such service had been performed for the Corporation, for all relevant purposes under all such Corporation plans and arrangements. (ii) As of the continued Effective Date the Employee shall be designated a participant in the NationsBank Corporation and Designated Subsidiaries Supplemental Executive Retirement Plan ("SERP I") which shall provide the Employee with a target annual retirement benefit equal to sixty percent (60%) of the Employee's final five-year average earnings, offset by the Employee's annual retirement benefits from the Corporation's tax-qualified defined benefit plan, the Corporation's ERISA restoration plan, Xxxxxxx'x tax-qualified defined benefit plan, the Supplemental Executive Retirement Plan of Xxxxxxx Xxxxx, Inc. and its Affiliates (the "Xxxxxxx SERP"), any plan maintained by any previous employer of the Employee and his dependents, for a period terminating (which previous employer plan offset will be calculated in accordance with Section 3.1(b)(1)(B) of the Xxxxxxx SERP as in effect on the earliest date hereof) and social security. The Employee shall be credited with the Employee's service with, and compensation from, Xxxxxxx prior to the Effective Date for purposes of (i) a period of months determining the Employee's SERP I target benefit. In no event shall the annual retirement benefit payable to the Employee from SERP I after the offsets listed above (the "Net SERP I Benefit") be less than $250,000, and the Employee shall be eligible to commence the Employee's Net SERP I Benefit on the fifth (5th) anniversary of the Effective Date. Upon the Employee's death, the Employee's beneficiary shall be entitled to receive until such beneficiary's death an annual benefit equal to seventy-five percent (75%) of the Employee's Net SERP I Benefit. Notwithstanding the foregoing provisions of this clause, the Employee shall be entitled to receive the lump sum value of the Employee's Net SERP I Benefit within thirty (30) days following the Employee's Date of Termination equal to (as defined in Section 8(b) below) calculated using a discount rate of five percent (5%) and the Measuring Period; (ii) the commencement date of equivalent benefits for 1983 Group Annuity Mortality Table and assuming a three year age difference between the Employee from a new employer; or (iii) and the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee spouse. Any such election to receive a lump sum benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that may be made by the Employee's continued participation is possible delivery of a written election to the Corporation on, or at any time after, the Effective Date. Such election may be made by the Employee without the consent of the Corporation or any administrative committee under SERP I, and no financial penalty or other reduction in the general terms and provisions lump sum value calculated above shall be imposed as the result of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participationlump sum election. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit elects a lump sum payment of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's Net SERP I Benefit and his dependents' coverage under dies prior 3 to receiving such Plans to individual policies or programs upon payment, the same terms as employees lump sum value of the Company may apply for until Employee's Net SERP I Benefit (calculated as if the Employee is able had terminated employment on the date prior to receive equivalent benefits from a source his death) shall be paid to the Employee's estate or other than designated beneficiary. See Section 14(d) for special provisions related to an income tax gross-up related to the CompanyEmployee's Net SERP I Benefit.

Other Benefits. During the term hereof and subject to any contribution therefor generally required of executives of the Company, the Executive shall be entitled to participate in any and all employee benefit plans from time to time in effect for executives of the Company generally, except to the extent such plans are in a category of benefit otherwise provided to the Executive. Such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable Company policies and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan. The Company may alter, modify, add to or delete its employee benefit plans at any time as it, in its sole judgment, determines to be appropriate, without recourse by the Executive; provided, however, that any such alteration, modification, addition, or deletion applies to the Company’s executive officers or employees generally. During the term hereof, if either (i) the Executive terminates his employment with the Company without Good Reason subsequent to his 55th birthday or (ii) a Change in Control occurs and as a result of such Change in Control, or within one hundred eighty (180) days prior to, or twelve (12) months following, such Change in Control, the Executive terminates his employment with the Company without Good Reason, then the Executive shall also maintain in full force and effect, for be entitled to continue to receive the continued benefit of health benefits under this paragraph to which the Employee and his dependents, for a period terminating on Executive is entitled immediately prior to such termination until the earliest earlier to occur of (i) the provision of a period of months after written notice by the Date of Termination equal Executive to the Measuring Period; Company electing to discontinue such health benefits, (ii) the commencement date of equivalent benefits for the Employee from a new employer; Executive’s death, or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms Executive’s receipt of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing health benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from through a source other than the Company (regardless of whether or not comparable to the health benefits provided by the Company), whether through the commencement of any employment or self-employment or otherwise (but specifically excluding health benefits received through Medicare); provided that (i) the Executive notifies the Company in writing within sixty (60) days following the termination of his employment of the Executive’s election to continue to receive such health benefits and (ii) the Executive makes a timely COBRA election and subsequent to the expiration of the COBRA period, the Executive continues to pay one hundred two percent (102%) of the full premium cost associated with similar family coverage, as the case may be, for such health benefits during the period of such health benefits continuation. Any continuation of health benefits for the Executive pursuant to the preceding sentence is expressly conditioned upon the Executive’s continued full performance of obligations under Sections 7, 8 and 9 hereof.

Other Benefits. The Company During the Term, the Executive Chair shall also maintain be entitled to participate in full force all fringe benefit and effectperquisite practices, for the continued benefit policies and programs of the Employee and his Company generally made available to the Company CEO. The Executive Chair and/or the Executive Chair’s eligible dependents, as the case may be, shall be eligible for a period terminating on participation in, and shall receive all benefits under, all benefit plans provided by the earliest of (i) a period of months after the Date of Termination equal Company, including, as applicable, medical, flexible spending, prescription, dental, short- and long-term disability, employee life insurance, group life insurance, accidental death and travel accident insurance plans and programs to the Measuring Period; (ii) same extent, and subject to the commencement date same terms and conditions, as are made available to the senior executives of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which and, in each case, to the extent permitted under applicable law, the terms of the Pension Plan shall govern; all insured applicable plan, program or policy and self-insured employee benefit Company policies. Upon expiration of this Agreement, the Company shall, following the Executive Chair’s timely election, provide the Executive Chair with continued coverage under the Company’s group health insurance plans as then in which effect in accordance with the Employee is entitled to participate immediately prior provisions of Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and any state law equivalent (“COBRA”), at no cost to the Date Executive Chair, for eighteen (18) months following the termination or expiration of Terminationthe Agreement; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In however that, in the event that the Employee participation Executive Chair secures alternate employment which offers health care coverage during this 18-month period, the Company’s obligations under this section will cease. Notwithstanding the preceding sentence, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended, or any such Plan is barredstatute or regulation of similar effect (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, at in its sole cost and expensediscretion, shall arrange may elect to have issued for instead pay the benefit Executive Chair on the first day of Employee and his dependents individual policies each month of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred orapplicable salary continuation period, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination fully taxable cash payment equal to the Measuring PeriodCOBRA premiums for that month, subject to applicable withholdings and deductions, and the Employee Executive Chair may, but is not receiving equivalent benefits from a new employerobligated to, use such payments toward the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the CompanyCOBRA premiums.

Other Benefits. The Company shall also maintain in full force and effect, for the continued benefit of and the Employee and his dependentsshall be entitled to continue to participate in, for a period terminating on the earliest all of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured its employee benefit plans and arrangements in effect on the date hereof in which the Employee is participates or plans or arrangements providing the Employee with at least equivalent benefits thereunder. The Company shall not make any changes in such plans and arrangements which would adversely affect the Employee's rights to benefits thereunder, unless such change occurs pursuant to a program applicable to all officers of the Company and does not result in a proportionately greater reduction in the rights of or benefits to the Employee as compared with any other officers of the Company. The Employee shall be entitled to participate immediately in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its officers and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Employee pursuant to Paragraph (a) of this Section. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which he is so employed. However, payments otherwise due the Employee pursuant to the Company's bonus plan will not be made if the Employee's employment is terminated, for any reason other than as described in 6(a), (b) or (d) hereof, prior to the Date of Termination; provided that Company's fiscal year end. If the Employee's continued participation employment is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans terminated pursuant to this Paragraph 6(a), (eb) if such participation were not barred oror (d), if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay receive his bonus prorated in accordance with the number of days in the Company's fiscal year during which he is so employed. If the Employee's employment is terminated, for any premiums reason other than cause, as described in 6(c), on or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date Company's fiscal year end, but before actual payment of Termination equal to the Measuring PeriodCompany's year end bonus in September, the Employee is not receiving equivalent benefits from a new employer, shall be entitled to his bonus payment for the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyprevious year.

Other Benefits. The Company shall also maintain Nothing in full force and effectthis Agreement or the Release shall: (a) alter or reduce any vested, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of accrued benefits (iif any) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been Executive may be entitled to receive under such Plan or Plans any 401(k) plan established by Company; (b) affect Executive’s right (if any) to elect and (subject to Section 4(a)(ii) above) pay for continuation of Executive’s health insurance coverage under Company’s health plans pursuant to this Paragraph the Consolidated Omnibus Budget Reconciliation Act of 1985 (C.O.B.R.A.), as amended, and to receive any C.O.B.R.A. subsidy for such coverage that may be available pursuant to applicable law; (c) affect Executive’s right (if any) to receive (i) any base salary that has accrued through the Termination Date and is unpaid, (ii) any reimbursable expenses that Executive has incurred before the Termination Date but are unpaid and (iii) any unused paid time off days to which Executive will be entitled to payment, all of which shall be paid as soon as administratively practicable (and in any event within thirty (30) days) after the Termination Date; (d) alter or reduce the vested benefits to which Executive is entitled under Company’s management incentive plan (“MIP”), which shall be paid in accordance with the MIP and Executive’s applicable performance unit agreement; (e) if such participation were not barred oraffect Executive’s right to continue to receive his base salary and benefits through the Termination Date, if such insurance is not available at a reasonable cost as in effect as of the date hereof, which base salary and benefits will continue through the Termination Date, except with respect to any changes in benefits that are applicable generally to the other executives of Company; or (f) affect Executive’s right (if any) to receive (i) any additional amounts set forth on Exhibit A of the Employment Agreement to which Executive may be entitled which have accrued through the Termination Date and remain unpaid, which amounts will be paid at the time originally set forth in the Employment Agreement, (ii) any tax equalization benefits to which Executive may be entitled under the Employment Agreement which shall be paid as set forth therein, and (iii) tax return preparation assistance from PricewaterhouseCoopers or another Company-designated firm for the years affected by Executive’s assignment to the United States through the Termination Date, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that cost of which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companywill pay directly.

Other Benefits. The Company shall also maintain in full force and effect, for (A) Throughout the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost Executive’s secondment to the Company, the Company Executive shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order entitled to participate in such Plansemployee benefit programmes of CBI now or hereafter made available to CBI’s Senior Executives. If, Such current programmes are specified in clause 7 of the Secondment Letter. If CBI alters or withdraws any or all of these benefits so that their aggregate value is reduced by at least ten per cent when compared with that value immediately before their alteration or withdrawal then the end of a period of months after Company shall increase the Date of Termination equal salary payable to the Measuring PeriodExecutive by an amount equivalent to the gross sum required to enable the Executive to provide the relevant benefits for himself on the basis upon which they were provided immediately before the alteration or withdrawal was made. In this Clause “value” means the cash cost to the Executive of providing the benefits. (B) The Company (acting on behalf of CBI) shall procure that the Executive has the opportunity to participate in the Company’s 1994 Share Option Plan (and any successor scheme) on the same basis as applies to other senior executives of the Company. (C) Subject to Clause 16 below and to the production, if requested, of medical certificates satisfactory to the Employee is Company or CBI, for the first twelve months of the Executive’s incapacity for work due to sickness or accident, salary and other benefits will not receiving equivalent cease to be paid or provided by reason only of such incapacity, but any such salary and other benefits from a new employershall include any sums the Company or CBI are obliged to pay to the Executive pursuant to any relevant legislation. For such twelve month period, the Company (acting on behalf of CBI) may reduce salary and other benefits during incapacity by an amount equal to: (i) the benefit (including any lump sum benefit) which the Executive would be entitled to claim during such incapacity under any relevant legislation (whether or not such benefit is claimed by the Executive) and (ii) any amounts received by the Executive under any applicable disability plan or plans of CBI or any subsidiary of CBI. After twelve months, there shall arrangebe substituted for the salary and other benefits such other sums as may be payable under the applicable disability plan or plans of CBI or any subsidiary of CBI then in effect. The Company or CBI, at its sole cost and expensehowever, may deduct from any such payment an amount equal to enable Employee any benefits which the Executive is entitled to convert claim from the Employee's and his dependents' coverage under such Plans to individual policies relevant government body or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companydepartment.

Other Benefits. The Company shall also agrees to maintain in full force effect and effectat Company expense: (a) Group term life insurance coverage of $200,000 face amount in effect until the Employee’s Separation from Service and payable on death of Employee to his designated beneficiary; and (b) Group term life insurance of $100,000 face amount in effect after the Employee’s Separation from Service; provided, however, that if the Employee is a “specified employee” within the meaning of Code Section 409A on the date of his Separation from Service, then (i) during the first six (6) calendar months following the month in which the Employee’s Separation from Service occurs, the Employee shall pay the Company for such coverage and (ii) after the continued benefit end of such six (6) month period, the Company shall make a cash payment to the Employee equal to the aggregate premiums paid by the Employee for such coverage, and thereafter such coverage shall be provided solely at the expense of the Company. (c) Group hospital, surgical, major medical, dental and vision care coverage for the Employee and his dependentsspouse for his life, and in the event the Employee predeceases his spouse, for a period terminating on the earliest life of (i) a period his spouse, in such form and manner as covers all salaried employees of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan; provided, after which however, that following the terms end of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred orCOBRA continuation period, if such insurance hospital, surgical, major medical, dental or vision care coverage is not available at provided under a reasonable cost health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the Companyrequirements of Treasury Regulation Section 1.409A-3(i)(1)(iv) and, if necessary, the Company shall otherwise provide amend such health plan to comply therewith. Notwithstanding the Employee and his dependents with equivalent foregoing, the benefits described in subsections (on an after-tax basisb) and the Employee (c) shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, provided only if the Employee is eligible for and elects to receive immediate pension benefit payments under the Retirement Plan upon his termination of employment. If the Employee is either not receiving equivalent eligible for immediate pension benefits from a new employerunder the Retirement Plan, or is eligible for such benefits but fails to elect immediate commencement of pension payments upon his termination of employment, the Company shall arrange, at its sole cost have no liability to provide the benefits described in subsections (b) and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company(c).

Other Benefits. The Company (a) A Participant entitled to Severance Pay pursuant to Section 3.2 shall also maintain in full force and effect, for be entitled during the continued benefit of applicable Severance Period to receive the Employee and his dependents, for a period terminating on the earliest of following additional benefits: (i) a period of months after the Date of Termination equal to the Measuring Period; continued participation for him or her (iiand for his or her eligible dependents) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under in the Company's Pension Plan, after which health benefit plan on the terms same basis (excluding payment of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled contributions) as apply to participate immediately prior active employees from time to the Date of Terminationtime; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee Participant and his or her eligible dependents individual policies of insurance providing benefits substantially similar (assume the cost, on an after-tax basis, for such continued coverage, and further provided that this coverage shall terminate prior to the end of the Severance Period when the Participant (or his or her eligible dependents, as applicable) becomes entitled to those health benefit plan coverage (whether or not comparable to plans of the Company) from any successor employer; and (ii) on or about January 31 of the year following the year in which the Employee Separation from Service occurs and continuing on or about each January 31 until the year following the year in which the Participant's health benefit plan coverage continues pursuant to Section 3.3(a)(i), the Company will make a payment to the Participant equal to the amount the Participant paid during the immediately preceding calendar year for health benefit plan continuation coverage described in Section 3.3(a)(i) that exceeds the amount that the Participant would have been entitled paid if the Participant paid for such continued health benefit plan coverage on the same basis as applicable to receive under active employees, provided that each such Plan or Plans cash payment by the Company pursuant to this Paragraph Section 3.3(a)(ii) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A; and (eiii) continued participation for him or her in the Company's life insurance benefit plan on the same basis (including payment of contributions) as apply to active employees from time to time; provided that this coverage shall terminate prior to the end of the Severance Period when the Participant (or his or her eligible dependents, as applicable) becomes entitled to health and life insurance benefit plan coverage (whether or not comparable to plans of the Company) from any successor employer; and (iv) if such participation were not barred or, if such insurance the cash credits portion of the Directed Executive Compensation program is not available at a reasonable cost to the Companyactive employees at the Participant's Executive level, the continuation of Directed Executive Compensation monthly cash payments, provided that each such cash payment by the Company pursuant to this Section 3.3(a)(iv) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A; and (v) if financial planning services are available to the active employees at the Participant's Executive level, the Company shall otherwise provide reimburse the Employee Participant's expenses for financial planning incurred during the Severance Period. Such reimbursement shall be made no later than the last day of the calendar year following the calendar year in which the Participant incurs the financial planning expense. In no event will the amount of expenses so reimbursed by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each reimbursement of the Participant's expenses for financial planning pursuant to this Section 3.3(a)(v) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Neither Executive nor his dependents with equivalent benefits (on an aftershall be eligible for continued participation in any disability income plan, travel accident insurance plan or tax-tax basis) and qualified retirement plan. Nothing herein shall be deemed to restrict the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees right of the Company may apply for until to amend or terminate any plan in a manner generally applicable to active employees. (b) The period of continuation coverage to which the Employee Participant is able entitled under Section 601 et seq. of ERISA (the "COBRA Continuation Period") shall begin after the Severance Period. (c) Eligible Participants shall be entitled to receive equivalent benefits from a source other than reasonable outplacement counseling with an outplacement firm of the Company's selection in a form and manner determined by the Company, provided, however, that a Participant must conclude such services by December 3151 of the second taxable year following the Participant's Separation from Service or such earlier date established by the Company. The Company shall reimburse the Participant for such expenses, or pay the outplacement firm as the case may be, no later than December 3151 of the third taxable year following the Participant's Separation from Service.

Other Benefits. The Within 30 days following a Change of Control, -------------- whether or not Executive's employment has been terminated, the Company shall also maintain pay to Executive the following in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay lump sum: i. an amount equal to Employeethe "Target Bonus" under the plan referred to in Exhibit C attached hereto or any successor plan --------- operated by Brylane or any of its affiliates and which is applicable to Executive for the fiscal year in which the Change of Control occurs (in either event, "MIP") (or if Executive's regular contribution title was changed to a level below that of Executive's Current Title within 180 days before the commencement of a Standstill Period, the "Target Bonus" applicable to Executive for the fiscal year in which such change occurred as if he continued to hold Executive's Current Title, if higher); and ii. if Executive is a participant in the Long Range Management Incentive Plan of TJX or any successor plan operated by Brylane of any of its affiliates and in effect at the Change of Control (in either event, "LRMIP") (but specifically excluding any long-range incentive plan which states that its sole or primary purpose is retention), an amount with respect to each Award Period (as that term is defined in LRMIP) for which Executive has been designated as a participant equal to the product of (A) the maximum award payable to Executive for such participation. In the event that the Employee participation in any such Plan is barredAward Period, as designated by the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar 's Compensation Committee under LRMIP (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if Executive's title was changed to a level below that of Executive's Current Title, in the case of an Award Period which commences after such insurance is not available at a reasonable cost to the Companychange, the Company maximum award payable to Executive for such Award Period shall otherwise provide be deemed to be the Employee maximum award payable to Executive for the Award Period which commenced immediately prior to such change, if higher), and his dependents with equivalent benefits (on an after-tax basisB) a fraction, the denominator of which is the total number of fiscal years in the Award Period and the Employee shall not be required to pay any premiums or other charges in an amount greater than that numerator of which is the Employee would number of fiscal years which have paid in order to participate elapsed in such Plans. If, at the end of a period of months after the Date of Termination equal Award Period prior to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company.the

Other Benefits. The Company Service Credit (a) Employee shall also maintain in full force be entitled to receive all fringe benefits and effectother perquisites that may be offered by each Employer from time to time to its other senior executives on terms no less favorable to Employee than the terms offered to such other executives (collectively, for the continued benefit of the Employee and his dependents"Miscellaneous Benefits"), for a period terminating on the earliest of including (i) a period of months after the Date of Termination equal to the Measuring Period; participation in all life, healthcare, medical, retiree medical, dental and disability insurance plans and programs, (ii) participation in the commencement date of equivalent benefits for the Pension Plan, Holdings' Pension Benefit Equalization Plan, Holdings' Supplemental Employee from a new employer; or Retirement Plan, Holdings' Profit Sharing Plan, Holding's Salaried Disability Income Plan and Holdings' Employee Stock Ownership Plan, (iii) participation in all bonus, profit sharing and incentive compensation plans, programs and arrangements, (iv) participation in all change in control/severance pay/separation pay plans, programs and practices, (v) automobile allowances, (vi) club memberships and (vii) participation in all other employee benefit plans, programs or arrangements provided to senior executives of Employers (or either of them) in general, subject, in each case, to meeting the applicable eligibility requirements. However, nothing in this Section 3.16 shall be deemed to prohibit Employers from making any changes in any of the plans, programs or benefits described in the foregoing sentence, provided the change similarly affects all senior executives of Employers similarly situated. If and to the extent a particular benefit of other perquisite is provided to Employee by two or more provisions of this Agreement, unless a clear contrary intention appears, the provision which is most favorable to Employee shall govern and control to the exclusion of the other provisions. (b) For purposes of this Section 3.16, Employee shall be deemed to have been continuously employed by the Employers since January 1, 1993 and, accordingly, Employee shall be credited with five years of service as of January 1, 1998 for purposes of determining Employee's normal retirement date eligibility, benefits and vesting under all the Company's Pension Planplans, after which the terms of programs and benefits referred to in paragraph (a) above other than the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding mediaother plan which is a "qualified plan" within the meaning of section 401(a) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the CompanyCode.

Other Benefits. The Company (i) If Executive is entitled to Severance Benefits pursuant to Section 4(b), she shall also maintain be entitled to continue during the applicable Severance Period the following additional benefits: (A) continued participation for her (and her spouse and their eligible dependents) in full force the Company’s health and effectlife insurance benefit plans on the same basis (including payment of contributions) as apply to active employees from time to time; provided that this coverage (including coverage for her spouse and their eligible dependents, for as applicable) shall terminate prior to the continued benefit end of the Employee Severance Period when Executive becomes entitled to health and his dependentslife insurance benefit plan coverage (whether or not comparable to plans of the Company) from any successor employer; and provided further that if the Company determines that this coverage is likely to result in negative tax consequences to the Executive, the Company will use its reasonable best efforts to make other arrangements to provide a substantially similar benefit to the Executive that does not have such negative tax consequences; (B) if the cash credits portion of the Company’s Directed Executive Compensation program is available to Executive, the continuation of monthly cash payments under that program; (C) if financial planning services are available to Executive, an annual payment for each calendar year of the Severance Period in an amount equal to the maximum annual reimbursement to which Executive was entitled on the date of the Eligible Separation from Service. The annual payment shall be made on the last paycheck of each calendar year ending during the Severance Period, and the last such payment shall be made on the last day of the Severance Period. Such annual payment shall be prorated by months in each calendar year of the Severance Period. The prorated amount for each calendar year shall be the amount of such annual payment multiplied by a fraction, the numerator of which is the number of months in the applicable calendar year of the Severance Period and the denominator of which is twelve (12); and (D) Executive shall be entitled to outplacement counseling with an outplacement firm of the Company’s selection, for a period terminating on the earliest of not to exceed six (i6) a period of months after the Date termination of Termination equal to the Measuring Period; employment. (ii) the commencement date of equivalent benefits Neither Executive, her spouse nor their dependents shall be eligible: (A) for the Employee from a new employercontinued participation in any disability income plan or travel accident insurance plan; or (B) to receive further tax-qualified retirement plan contributions. Nothing herein shall be deemed to restrict the right of the Company to amend or terminate any plan in a manner generally applicable to active employees. (iii) The Severance Period and the Employee's normal retirement date under the Company's Pension Plan, after period of continuation coverage to which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee Executive is entitled to participate immediately prior to under Section 601 et seq. of ERISA (the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media“COBRA Continuation Period”) and the Employee continues to pay an amount equal to Employee's regular contribution for such participationshall be co-extensive. In the event that the Employee participation in any such Plan Severance Period is barredless than the COBRA Continuation Period, the Company, at its sole cost Executive (and expense, shall arrange to have issued for the benefit of Employee her spouse and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basistheir eligible dependents) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, may at the end of a period of months after the Date of Termination equal to Severance Period elect COBRA coverage for the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees remaining balance of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the CompanyCOBRA Continuation Period.

Other Benefits. The Company During the term of this agreement, the Companies shall also maintain in full force provide to the Executive and effect, for his eligible dependents at the continued benefit expense of the Employee Companies individual or group medical, hospital, dental, and his dependentslong-term disability insurance coverages and group life insurance coverage, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal in each case at least as favorable as those coverages which are provided to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms other senior executives of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which Companies. During the Employee is entitled to participate immediately prior to the Date term of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barredthis agreement, the Company, at its sole cost and expense, Executive shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been be entitled to receive under a monthly automobile allowance from the Companies in the amount of Eight Hundred Dollars ($800.00) and to financial and tax planning services in accordance with the current policies and practices of the Companies for its senior executives. During the term of this agreement, the Companies shall pay an initiation fee and the monthly dues and assessments necessary to provide and maintain for the Executive a social membership in a country club or social club in the Denver, Colorado, metropolitan area selected by the Executive; usage charges (such Plan as but not limited to charges for meals) imposed by such club shall be paid or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost reimbursed to the CompanyExecutive to the extent they fall within the scope of Paragraph 6 and shall be paid by the Executive without right of reimbursement to the extent they are personal in nature. During the term of this agreement, the Company Executive also shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order entitled to participate in such other benefit plans or programs which the Companies from time to time may make available to their employees generally (except such programs, such as the 1996 Employee Stock Purchase Plan of CSGS, in which executive officers of CSGS are not eligible to participate because of securities law restrictions). The Stock Incentive Plans of CSGS are administered by the Compensation Committee of the Board, and such Committee has sole authority to make grants to the Executive under such Plans. IfThe Companies agree that (i) the Committee granted to the Executive a restricted stock award under the 1996 Stock Incentive Plan of CSGS covering 75,000 shares of the Common Stock of CSGS on January 11, 2005 and (ii) if the Executive is employed by the Companies on July 1, 2005, the Committee shall grant to the Executive an additional restricted stock award under a Stock Incentive Plan of CSGS covering 25,000 shares of the Common Stock of CSGS (July 2005 RSA”). The vesting of the shares covered by such restricted stock awards will be at the end rate of 25% of the shares covered by an award on each of the first four anniversaries of the award date if the Executive is then employed by the Companies with the immediate vesting of any unvested shares covered by such restricted stock awards upon a Change of Control, provided however, that for purposes of the July 2005 RSA only, Paragraph 15e(i) and (ii) of the Employment Agreement as they appear in the July 2005 RSA shall be amended and the term “50%” shall be substituted and replace the term “30%” in connection with the definition of the term Sold Business ; however, such grants and their respective vesting schedules will not in any way obligate the Companies to continue the employment of the Executive in any capacity or for any particular period of months after time or be deemed to extend the Date term of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms this agreement.” 5. Effective as employees of the Company may apply for until commencement of business on March 7, 2005, subparagraph (f) of Paragraph 10 of the Employee Employment Agreement hereby is able amended in its entirety so as to receive equivalent benefits from a source other than the Company.read as follows:

Other Benefits. (a) The compensation provided for hereunder shall be exclusive of and in addition to any benefits which are or may become available to the Employee, when and as the same are or become available to other employees of the Companies according to his and their respective positions under, and pursuant to the terms of, any incentive compensation plan, pension plan, group life insurance plan, hospitalization plan, medical services plan, disability plan or any other employee benefit plan, program or policy provided by any Company shall also maintain in full force and effector Guilford during the Employment Period, for the continued benefit taking into account all service of the Employee from and his dependentsafter April 1, 1976, the date upon which the Employee organized the Business of the Companies or their predecessors, to the extent that such service is otherwise taken into consideration under the applicable plan, for purposes of determining whether the Employee has satisfied any service requirement for eligibility, participation and any other purposes under the plans (other than for purposes of benefit accruals). Any such plan, program or policy shall be subject to amendment or termination, and the benefits thereunder revocable, at any time to the extent, and in the same manner, as they may be subject to amendment, termination and revocation with respect to other employees of the Companies. (b) Notwithstanding anything herein to the contrary, the Employee shall be eligible during the Employment Period to participate in Guilford's 1991 Stock Option Plan and 1989 Restricted Stock Plan. During the Employment Period, the Employee shall participate in Guilford's Short-Term Incentive Compensation Plan for Key Managers, as such plan is amended from time to time (the "Incentive Plan"), pursuant to which (based upon such plan's current terms and conditions) the Employee shall be eligible to receive an annual cash bonus (the "Bonus") in an amount equal to the product of the Base Salary and .75 (the "Multiplier"), with the Multiplier subject to adjustment, in accordance with a period terminating on schedule applicable to all participants in the earliest Incentive Plan, based upon Guilford's actual fiscal year earnings per share results relative to an earnings per share target established by Guilford's Board of Directors for all participants in the Incentive Plan. The Bonus, if any, for any fiscal year of Guilford ending during the Employment Period shall be payable at the same time bonuses under the Incentive Plan are generally paid to employees of Guilford; provided, however, that the Employee shall only be entitled to receive a Bonus if he is then employed by the Companies at the time of payment, except (i) a period of months after the Date of Termination equal for any Bonus to the Measuring Period; be paid with respect to Guilford's 2000 fiscal year, (ii) the commencement date of equivalent benefits for if the Employee from a new employer; dies or becomes Disabled after the end of the Guilford fiscal year for which the Bonus is being paid or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms Employee dies or becomes Disabled during any year of the Pension Plan shall govern; all insured and self-insured employee benefit plans Employment Period in which case any Bonus payable for such year shall be pro-rated based on the number of days during such year the Employee is entitled to participate immediately had been employed by the Companies prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan death or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the CompanyDisability.

Other Benefits. The Company During the Period of Employment, Executive shall also maintain be entitled to continue to participate in full force and effect, for the continued benefit or receive benefits under all of the Employer's Employee and his dependents, for a period terminating Benefit Plans in effect on the earliest date hereof, or under plans or arrangements that provide Executive with at least substantially equivalent benefits to those provided under such Employee Benefit Plans. As used herein, "Employee Benefit Plans" include, without limitation, each pension and retirement plan; supplemental pension, retirement and deferred compensation plan; savings and profit-sharing plan; stock ownership plan; stock purchase plan; stock option plan; life insurance plan; medical insurance plan; disability plan; and health and accident plan or arrangement established and maintained by the Employer on the date hereof. To the extent that the scope or nature of (i) benefits described in this section are determined under the policies of the Employer based in whole or in part on the seniority or tenure of an employee's service, Executive shall be deemed to have a period of months after tenure with the Date of Termination Employer equal to the Measuring Period; (ii) actual time of Executive's service with Employer. During the commencement date Period of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension PlanEmployment, after which the terms of the Pension Plan Executive shall govern; all insured and self-insured employee benefit plans in which the Employee is be entitled to participate immediately prior in or receive benefits under any employee benefit plan or arrangement which may, in the future, be made available by the Employer to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement. Nothing paid to Executive under the Employee Benefit Plans presently in effect or any employee benefit plan or arrangement which may be made available in the future shall be deemed to be in lieu of compensation payable to Executive under Subparagraphs 3(a) and 3(b) to the Date extent that Subparagraph 3(a) and 3(b) provide for compensation that is not provided for under an Employee Benefit Plan. Any payments or benefits payable to Executive under a plan or arrangement referred to in this Subparagraph 3(d) in respect of Termination; provided that any calendar year during which Executive is employed by the Employee's continued participation is possible under Employer for less than the general terms and provisions whole of such Plans (and any year shall, unless otherwise provided in the applicable funding media) and plan or arrangement, be prorated in accordance with the Employee continues to pay an amount equal to Employee's regular contribution for number of days in such participationcalendar year during which he is so employed. In the event that the Employee participation in Should any such Plan is barredpayments or benefits accrue on a fiscal (rather than calendar) year, then the Company, at its sole cost and expense, proration in the preceding sentence shall arrange to have issued for be on the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end basis of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other fiscal year rather than the Companycalendar year.

Other Benefits. The Company (a) If Executive becomes entitled to payment under Section 4(a) or 4(b) of this Agreement, as applicable, then Executive will receive 24 months of retirement contributions to all Olin qualified and non-qualified defined contribution plans for which Executive was eligible at the time of Termination, it being understood that Executive shall also maintain be permitted to receive payments from Olin’s plans (assuming Executive otherwise qualifies to receive such payments, is permitted to do so under the applicable plan terms and elects to do so), during the period that Executive is receiving payments pursuant to Section 4(a) of this Agreement). Such contributions shall be based on the amount of the Change in full force Control Severance. Such contributions shall, subject to Executive’s satisfaction of the Release Requirement, be paid in a lump sum on the 60th day after the date of Termination. For 24 months from the date of Termination, Executive (and effectExecutive’s covered dependents) will continue to enjoy coverage on the same basis as a similarly situated active employee under all Olin medical, dental, and life insurance plans to the extent Executive was enjoying such coverage immediately prior to Termination. Executive’s entitlement to insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 would commence at the end of the period during which insurance coverage is provided under this Agreement without offset for coverage provided hereunder. Executive shall accrue no vacation during the 24 months following the date of Termination but shall be entitled to payment for accrued and unused vacation for the continued benefit calendar year in which Termination occurs. If Executive receives the Change in Control Severance (including the amount referred to in Section 1(d)(ii) of this Agreement), Executive shall not be entitled to an ICP award for the calendar year of Termination if Termination occurs during the first calendar quarter. Even if Executive receives the Change in Control Severance (including the amount referred to in Section 1(d)(ii) of this Agreement), if Termination occurs during or after the second calendar quarter, Executive shall be entitled to a prorated ICP award for the calendar year of Termination which shall be determined by multiplying Executive’s then current ICP standard annual award by a fraction, the numerator of which is the number of weeks in the calendar year prior to Termination and the denominator of which is 52. Executive shall accrue no ICP award following the date of Termination. The accrued vacation pay and, subject to satisfaction of the Employee Release Requirement, ICP award, if any, shall be paid in a lump sum on or prior to the 60th day after the date of Termination. (b) Notwithstanding the foregoing Section 5(a) of this Agreement, no such insurance coverage or retirement contributions will be afforded by this Agreement with respect to any period after Executive’s sixty-fifth birthday, if Executive would otherwise have been required by Olin policy to retire at age 65. (c) In the event of a Termination, Executive will be entitled at Olin’s expense to outplacement counseling and his dependentsassociated services in accordance with Olin’s customary practice at the time or, if more favorable to Executive, in accordance with such practice immediately prior to the Change in Control, with respect to its senior executives who have been terminated other than for Cause. It is understood that the counseling and services contemplated by this Section 5(c) are intended to facilitate the obtaining by Executive of other employment following a Termination, and payments or benefits by Olin in lieu thereof will not be available to Executive. The outplacement services will be provided for a period terminating of 12 months beginning within 10 days following the date that the Release Requirement is satisfied. (d) If Executive becomes entitled to the payment under Section 4(a) of this Agreement, then at the end of the period for insurance coverage provided in accordance with Section 5(a) of this Agreement, if Executive at such time has satisfied the eligibility requirements to participate in Olin’s post-retirement medical and dental plan, Executive shall be entitled to continue in Olin’s medical and dental coverage (including dependent coverage) on the earliest same basis as a similarly situated active employee until Executive reaches age 65; provided that if Executive obtains other employment which offers medical or dental coverage to Executive and Executive’s dependents, Executive shall enroll in such medical or dental coverage, as the case may be, and the corresponding coverage provided to Executive hereunder shall be secondary coverage to the coverage provided by Executive’s new employer so long as such employer provides Executive with such coverage. (e) If there is a Change in Control, Olin shall not reduce or diminish the insurance coverage or benefits which are provided to Executive under Section 5(a) or 5(d) of this Agreement during the period Executive is entitled to such coverage; provided that Executive makes the premium payments required by active employees generally for such coverage, if any, under the terms and conditions of coverage applicable to Executive. (f) Notwithstanding any provision to the contrary in any long-term incentive plan maintained by Olin or any applicable award agreement thereunder (collectively, the “Equity Award Documents”) and except as otherwise provided in this Section 5(f), all outstanding stock options, restricted stock and other equity awards held by Executive (other than any performance share award), regardless of whether granted before, at or after the Change in Control, shall not automatically become fully vested and immediately exercisable, as the case may be, upon the occurrence of a “change in control” (as such term, or any similar term, is used in any applicable Equity Award Document) and, instead, each such award shall continue to vest in accordance with its terms following a Change in Control; provided that subject to Executive’s satisfaction of the Release Requirement, such awards shall become fully vested (without pro-ration) and immediately exercisable, as the case may be, as of a Termination. Notwithstanding the foregoing sentence, unless provision is made in connection with a Change in Control for (i) a period assumption of months after the Date of Termination equal to the Measuring Period; such awards or (ii) substitution of such awards for new awards covering stock of a successor corporation or its “parent corporation” (as defined in Section 424(e) of the commencement Code) or “subsidiary corporation” (as defined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares and exercise prices (if applicable) that preserve the material terms and conditions of such awards as in effect immediately prior to the Change in Control (including, without limitation, with respect to the vesting schedules, the intrinsic value of the awards as of the Change in Control and transferability of the shares underlying such awards), all such awards shall become fully vested and immediately exercisable, as the case may be, as of immediately prior to the Change in Control. Notwithstanding anything in this Section 5(f) to the contrary and for the avoidance of doubt, in the event that payment of any amount that would otherwise be paid pursuant to the immediately preceding sentence would result in a violation of Section 409A (as defined in Section 19 of this Agreement), then Executive’s rights to payment of such amount will become vested pursuant to such sentence and the amount of such payment shall be determined as of the Change in Control, but such amount shall not be paid to Executive until the earliest time permitted under Section 409A. Notwithstanding anything in this Agreement to the contrary, any performance share awards held by Executive on the date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which Change in Control shall become vested in accordance with the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Terminationapplicable Equity Award Documents; provided that notwithstanding the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and Equity Award Document, the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation term “change in control” (or any similar term used in any such Plan is barred, applicable Equity Award Documents) shall have the Company, at its sole cost and expense, shall arrange to have issued for the benefit meaning set forth in Section 1(c) of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the CompanyAgreement.

Other Benefits. The Subject to the conditions set forth in this Agreement hereof, the following benefits (subject to any applicable payroll or other taxes required to be withheld) shall be paid or provided to the Executive: (a) HEALTH/WELFARE BENEFITS (i) During the thirty-six (36) months following the Termination Date (the "Continuation Period"), the Company shall also maintain continue to keep in full force and effecteffect all programs of medical, for dental, vision, accident, disability, life insurance, including optional term life insurance, and other similar health or welfare programs with respect to the continued benefit of the Employee Executive and his dependentsdependents with the same level of coverage, for a period terminating on upon the earliest of (i) a period of months after the Date of Termination equal same terms and otherwise to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan same extent as such programs shall govern; all insured and self-insured employee benefit plans have been in which the Employee is entitled to participate effect immediately prior to the Termination Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if more favorable to the Executive, immediately prior to the Change in Control), and the Company and the Executive shall share the costs of the continuation of such insurance is not available at a reasonable cost coverage in the same proportion as such costs were shared immediately prior to the CompanyTermination Date (or, if more favorable to the Executive, immediately prior to the Change in Control) or, if the terms of such programs do not permit continued participation by the Executive (or if the Company otherwise determines it advisable to amend, modify or discontinue such programs for employees generally), the Company shall otherwise provide benefits substantially similar to and no less favorable to the Employee and his dependents with equivalent Executive in terms of cost or benefits (on an after-tax basis"Equivalent Benefits") and the Employee shall not be required than he was entitled to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, receive at the end of a the period of months after coverage, for the Date duration of Termination equal the Continuation Period. (ii) All benefits which the Company is required by this Section 6(a) to provide, which will not be provided by the Measuring PeriodCompany's programs described herein, shall be provided through the Employee purchase of insurance unless the Executive is not receiving equivalent benefits from a new employeruninsurable. If the Executive is uninsurable, the Company will provide the benefits out of its general assets. (iii) If the Executive obtains other employment during the Continuation Period which provides health or welfare benefits of the type described in Section 6(a)(i) hereof ("Other Coverage"), then Executive shall arrange, at its sole cost notify the Company promptly of such other employment and expense, to enable Employee to convert Other Coverage and the Employee's Company shall thereafter not provide the Executive and his dependents' coverage dependents the benefits described in Section 6(a)(i) hereof to the extent that such benefits are provided under the Other Coverage. Under such Plans circumstances, the Executive shall make all claims first under the Other Coverage and then, only to individual policies the extent not paid or reimbursed by the Other Coverage, under the plans and programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companydescribed in Section 6(a)(i) hereof.

Other Benefits. The Company (a) A Participant entitled to Severance Pay pursuant to Section 3.2 shall also maintain in full force and effect, for be entitled during the continued benefit of applicable Severance Period to receive the Employee and his dependents, for a period terminating on the earliest of following additional benefits: (i) a period of months after the Date of Termination equal to the Measuring Period; continued participation for him or her (iiand for his or her eligible dependents) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under in the Company's Pension Plan, after which ’s health benefit plan on the terms same basis (excluding payment of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled contributions) as apply to participate immediately prior active employees from time to the Date of Terminationtime; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee Participant and his or her eligible dependents individual policies of insurance providing benefits substantially similar (assume the cost, on an after-tax basis, for such continued coverage, and further provided that this coverage shall terminate prior to the end of the Severance Period when the Participant (or his or her eligible dependents, as applicable) becomes entitled to those health benefit plan coverage (whether or not comparable to plans of the Company) from any successor employer; and (ii) on or about January 31 of the year following the year in which the Employee Separation from Service occurs and continuing on or about each January 31 until the year following the year in which the Participant’s health benefit plan coverage continues pursuant to Section 3.3(a)(i), the Company will make a payment to the Participant equal to the amount the Participant paid during the immediately preceding calendar year for health benefit plan continuation coverage described in Section 3.3(a)(i) that exceeds the amount that the Participant would have been entitled paid if the Participant paid for such continued health benefit plan coverage on the same basis as applicable to receive under active employees, provided that each such Plan or Plans cash payment by the Company pursuant to this Paragraph Section 3.3(a)(ii) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A; and (eiii) continued participation for him or her in the Company’s life insurance benefit plan on the same basis (including payment of contributions) as apply to active employees from time to time; provided that this coverage shall terminate prior to the end of the Severance Period when the Participant (or his or her eligible dependents, as applicable) becomes entitled to health and life insurance benefit plan coverage (whether or not comparable to plans of the Company) from any successor employer; and (iv) if such participation were not barred or, if such insurance the cash credits portion of the Directed Executive Compensation program is not available at a reasonable cost to the Companyactive employees at the Participant’s Executive level, the continuation of Directed Executive Compensation monthly cash payments, provided that each such cash payment by the Company pursuant to this Section 3.3(a)(iv) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A; and (v) if financial planning services are available to the active employees at the Participant’s Executive level, the Company shall otherwise provide reimburse the Employee Participant’s expenses for financial planning incurred during the Severance Period. Such reimbursement shall be made no later than the last day of the calendar year following the calendar year in which the Participant incurs the financial planning expense. In no event will the amount of expenses so reimbursed by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each reimbursement of the Participant’s expenses for financial planning pursuant to this Section 3.3(a)(v) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Neither Executive nor his dependents with equivalent benefits (on an aftershall be eligible for continued participation in any disability income plan, travel accident insurance plan or tax-tax basis) and qualified retirement plan. Nothing herein shall be deemed to restrict the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees right of the Company may apply for until to amend or terminate any plan in a manner generally applicable to active employees. (b) The period of continuation coverage to which the Employee Participant is able entitled under Section 601 et seq. of ERISA (the “COBRA Continuation Period”) shall begin after the Severance Period. (c) Eligible Participants shall be entitled to receive equivalent benefits from outplacement counseling with an outplacement firm of the Company’s selection in a source other than form and manner determined by the Company.

Other Benefits. (a) The Company shall also maintain in full force and effect, for the continued benefit of the Employee Executive, his spouse and his dependents, dependents for a period terminating on the earliest of three (i3) a period of months after years following the Date of Termination equal the medical, hospitalization, dental, and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Measuring Period; Date of Termination at the level in effect and upon substantially the same terms and conditions (iiincluding without limitation contributions required by Executive for such benefits) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate as existed immediately prior to the Date of Termination; provided that provided, that, if Executive, his spouse or his dependents cannot continue to participate in the Employee's continued participation is possible under the general terms and provisions of Company programs providing such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barredbenefits, the Company, at its sole cost and expense, Company shall arrange to have issued for the benefit of Employee provide Executive, his spouse and his dependents individual policies with the economic equivalent of insurance providing such benefits substantially similar (on an after-tax basis) to those which the Employee they otherwise would have been entitled to receive under such Plan plans and programs ("Continued Benefits"), provided, that, such Continued Benefits shall terminate on the date or Plans pursuant dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to this Paragraph be determined on a coverage-by-coverage or benefit-by-benefit, basis). (b) Subject to the Executive's insurability, the Company shall purchase for the benefit of Executive or his designated beneficiaries a term life insurance policy with a death benefit of $5,000,000 to be maintained for 6 years following the Date of Termination. (c) The Company shall reimburse Executive in the manner provided in Section 5 of the Employment Agreement for reasonable expenses incurred, but not paid prior to the Date of Termination. (d) The Executive shall be entitled to any other rights, compensation and/or benefits as may be due to the Executive as of the Date of Termination in accordance with the terms and provisions of any agreements (other than the Employment Agreement), plans or programs of the Company. (e) With respect to equity awards granted or made on or after September 19, 2001, notwithstanding the terms or conditions of any stock option, stock appreciation right, restricted stock or similar agreements between the Company and Executive to the contrary, and for purposes thereof, such agreements shall be deemed to be amended in accordance with this Section 3(e) if such participation were not barred or, if such insurance is not available at a reasonable cost to need be as of the Date of Termination and neither the Company, the Company Board nor the Committee shall take or assert any position contrary to the foregoing, such that Executive shall vest, as of the Date of Termination, in all rights under such agreements (e.g., stock options that would otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months vest after the Date of Termination equal Termination) and in the case of stock options, stock appreciation rights or similar awards, thereafter shall be permitted to exercise any and all such rights until the end of the term of such awards (regardless of any termination of employment restrictions therein contained) and restricted stock held by Executive shall become immediately vested as of the Date of Termination. (f) The Executive shall have the right to receive in connection with this Agreement any payments to which the Executive would have been entitled pursuant to Section 8(e) of the Employment Agreement. (g) The Company shall pay fees of the Executive's crisis management consultant incurred during the six months following the Date of Termination; provided that such fees do not exceed $25,000 per month. (h) The Company shall pay to the Measuring Periodapplicable advisors of the Executive, the Employee is not receiving equivalent benefits from Executive's legal fees incurred in connection with the negotiation of this Agreement up to a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees maximum of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company$35,000.

Other Benefits. The Company During the Term, Employer shall also maintain provide the following benefits to Employee: (a) Employee shall be entitled to participate in full force all group medical and effecthospitalization benefit programs, dental care, sick leave, life insurance or other benefit plans for highly compensated employees of Employer or any Affiliate as are now or hereafter provided by Employer or any Affiliate, in each case in accordance with the continued terms and conditions of each such plan and benefit package. (b) Employee shall be entitled to participate in all long term incentive plans, stock option plans and other similar plans for highly compensated employees of Employer as are now or hereafter provided by Employer or any Affiliate, in each case in accordance with the terms and conditions of each such plan. (c) Employee shall be provided with the use of an automobile, which shall be comparable to other automobiles Allied provides to persons serving in the capacity of President of an Allied subsidiary, and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the which shall be chosen by Employee from a new employer; or (iii) list of automobiles Allied typically makes available to its Presidents of its subsidiaries and Employer shall pay for the Employee's normal retirement date under the Company's Pension Plancost of all insurance, after which the terms of the Pension Plan ad valorem taxes and tag charges for such automobile and all operating and maintenance charges for such automobile. In addition, Employee shall govern; all insured and self-insured employee benefit plans in which the Employee is be entitled to participate immediately prior an automobile allowance for his spouse comparable to the Date spousal allowance Allied provides to persons serving in the capacity of Termination; President of a subsidiary, as determined from time to time by the Board of Directors of Allied. (d) Employee shall be provided that with the Employee's continued participation is possible under the general terms and provisions use of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal a cellular telephone, at no cost to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph . (e) if Employer shall reimburse Employee for dues paid by Employee for membership in such participation were not barred orprofessional organizations and eating clubs as shall, if from time to time, be deemed appropriate and necessary by Employer. (f) Employee shall, at all times, have available to him an expense account, including the use of a corporate American Express card, to defray ordinary and necessary business expenses incurred in the performance of his duties hereunder. Employee shall be reimbursed for such insurance is not available at a reasonable cost to the Companyexpenses upon presentation and approval of expense statements or written vouchers or other supporting documents as may be reasonably requested in advance by Employer, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee which approval shall not be required unreasonably withheld or delayed. The benefits described in subparagraph (a) of this Paragraph shall not be construed to pay require Employer to establish any premiums such plans or other charges programs or to prevent Employer from modifying or terminating any such plans or programs, and no such action or failure thereof shall affect this Agreement; provided, however, that in an amount greater than that which the Employee would have paid event of any reduction in order to participate the group medical and hospitalization benefits in such Plans. If, at place as of the end of a period of months after the Date of Termination equal to the Measuring Perioddate hereof, the salary payable to Employee is not receiving equivalent benefits from a new employershall be increased, as of the Company shall arrangeeffective date of such reduction, at its sole cost and expense, by that amount necessary to enable Employee to convert supplement the Employee's and his dependents' coverage under such Plans benefits provided by Employer to individual policies or programs upon maintain the same terms as employees level of the Company may apply for until the Employee is able benefits currently provided to receive equivalent benefits from a source other than the Companyhim by it.

Other Benefits. The Company (A) So long as Executive is employed by Employer pursuant to this Agreement, he shall also maintain be included as a participant in full force all present and effectfuture employee benefit, retirement and compensation plans generally available to employees of Employer, consistent with his Base Compensation and his position as Executive Vice President and Chief Operating Officer, including, without limitation, Employer's Simplified Employee Pension Plan, and Executive and his dependents shall be included in Employer's hospitalization, major medical, disability and group life insurance plans. Employer agrees to continue each of the above benefits in effect on terms no less favorable than those for the continued benefit other executive officers in effect as of the Employee and his dependents, for a period terminating on date hereof (as permitted by law) during the earliest of Initial Term or any Additional Term hereof (i) unless prior to a period Change of months Control, the operating results of Employer are significantly less favorable than those for its fiscal year ended December 31, 1996, or (ii) unless (either before or after a Change of Control) (a) changes in the Date accounting or tax treatment of Termination such plans would materially adversely affect Employer's operating results or financial condition, and (b) the Board concludes that modifications to such plans need to be made to avoid such adverse effects. If, during the term of this Agreement, by virtue of the terms and conditions of Employer's employee benefit or retirement plans which may then be in effect, including, without limitation, Employer's Simplified Employee Pension Plan, Executive cannot participate in such plans on a fully funded and vested basis, Employer shall pay to Executive an amount, in cash, to be calculated on a pre-tax basis, that is equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Planamount, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided if any, that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee Executive would have been be entitled to receive under such Plan plans had Executive been entitled to participate in such plans, calculated using identical formulas and time frames. (B) If, during the Initial Term or Plans any Additional Term, Executive is denied coverage with respect to a "pre-existing condition" under Employer's hospitalization, major medical or disability plans (the "Plans") solely by reason of such condition, Employer shall pay such costs and expenses incurred by Executive with respect to the diagnosis and treatment of such condition as Executive would have been paid had such condition been covered under such Plans; provided, however, that any such obligation of Employer to pay such costs and -------- ------- expenses shall terminate as soon as such "pre-existing conditions" are so covered. Employer shall not be obligated to pay for any of Executive's costs and expenses hereunder, if Executive is denied coverage under Employer's hospitalization, major medical or disability plan for any reason other than by virtue of a pre-existing condition, and any payments made by Employer to Executive hereunder shall be calculated and paid in accordance with the terms and conditions of such plans as the same are in effect as of the Effective Date. For purposes of this Agreement, the term "pre-existing condition" shall mean each of the physical conditions of Executive listed on Exhibit A attached hereto and incorporated herein by this reference. Notwithstanding anything to the contrary herein, if Employee elects to continue coverage for himself and his dependents pursuant to this Paragraph the Consolidated Omnibus Budget Reconciliation Act of 1985 (e) Public Law 99-272), then Employer shall pay the cost of such continuation coverage if such participation were not barred or, if such insurance is not available at a reasonable cost and to the Company, extent it exceeds the Company shall otherwise provide cost that Employee would have paid for coverage for himself and his dependents under the Plans had Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companybeen covered thereunder.

Other Benefits. The Company a. Any unvested stock options, restricted stock units and other awards ("Stock Awards") granted prior to the Change in Control under the Company's Long-Term Stock Incentive Plan (or successor or replacement plan) (the "Plan") held by the Executive shall also maintain immediately become vested and exercisable, and any restrictions thereon shall lapse, upon the Change in full force Control, and, to the extent such Stock Awards are assumed, substituted or continued, following any Involuntary Termination such Stock Awards shall be exercisable under the terms and effect, for the continued benefit conditions of the Employee Plan and his dependents, any award agreements thereunder for a period terminating on equal to the earliest lesser of (i) a period five years from the date of months after the Date of Executive's Involuntary Termination equal to the Measuring Period; or (ii) the commencement date term of equivalent benefits for such Stock Award. b. The Executive and the Employee from a new employer; or (iii) Executive's dependents shall be entitled to participate on the Employee's normal retirement date under same basis as active employees and their dependents, respectively, in the Company's Pension Plangroup health, after which dental and life insurance plans (including premium payments and credit dollars paid by the Company), or the Company shall make available comparable benefits (but not any other welfare benefit plans or any retirement plans, except as described below) for a period of 2.0 (two) years following a termination of employment described in Section 2.1 and provided that the coverage provided under this Agreement is subject to any limitations under the terms of any applicable contract with an insurance carrier or third party administrator, except such coverage shall expire if the Pension Plan Executive becomes eligible for comparable coverage under a plan of another employer. Nothing herein shall govern; all insured be deemed to restrict the right of the Company from amending or terminating any such plan in a manner generally applicable to similarly situated active executives employed by the Company and self-insured employee benefit plans its affiliates, in which event the Employee is Executive shall be entitled to participate immediately on the same basis (including payment of applicable contributions) as similarly situated active executives employed by the Company and its affiliates. c. The Executive shall be entitled to reimbursement for actual payments made for professional outplacement services, not to exceed $25,000. d. The Executive shall be entitled to reimbursement for all outstanding unreimbursed business expenses properly incurred by Executive prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans Involuntary Termination pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges 's policy therefor in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, effect at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under time such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyexpenses were incurred.

Other Benefits. The Company a. Any unvested stock options, restricted stock units and other awards ("Stock Awards") granted prior to the Change in Control under the Company's Long-Term Stock Incentive Plan (or successor or replacement plan) (the "Plan") held by the Executive shall also maintain immediately become vested and exercisable, and any restrictions thereon shall lapse, upon the Change in full force Control, and, to the extent such Stock Awards are assumed, substituted or continued, following any Involuntary Termination such Stock Awards shall be exercisable under the terms and effect, for the continued benefit conditions of the Employee Plan and his dependents, any award agreements thereunder for a period terminating on equal to the earliest lesser of (i) a period five years from the date of months after the Date of Executive's Involuntary Termination equal to the Measuring Period; or (ii) the commencement date term of equivalent benefits for such Stock Award. b. The Executive and the Employee from a new employer; or (iii) Executive's dependents shall be entitled to participate on the Employee's normal retirement date under same basis as active employees and their dependents, respectively, in the Company's Pension Plangroup health, after which dental and life insurance plans (including premium payments and credit dollars paid by the Company), or the Company shall make available comparable benefits (but not any other welfare benefit plans or any retirement plans, except as described below) for a period of two ("2") years following a termination of employment described in Section 2.1 and provided that the coverage provided under this Agreement is subject to any limitations under the terms of any applicable contract with an insurance carrier or third party administrator, except such coverage shall expire if the Pension Plan Executive becomes eligible for comparable coverage under a plan of another employer. Nothing herein shall govern; all insured be deemed to restrict the right of the Company from amending or terminating any such plan in a manner generally applicable to similarly situated active executives employed by the Company and self-insured employee benefit plans its affiliates, in which event the Employee is Executive shall be entitled to participate immediately on the same basis (including payment of applicable contributions) as similarly situated active executives employed by the Company and its affiliates. c. The Executive shall be entitled to reimbursement for actual payments made for professional outplacement services, not to exceed $25,000. d. The Executive shall be entitled to reimbursement for all outstanding unreimbursed business expenses properly incurred by Executive prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans Involuntary Termination pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges 's policy therefor in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, effect at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under time such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyexpenses were incurred.

Other Benefits. The Company shall also maintain in full force and effect(a) For eighteen (18) months after the Effective Date, for the continued benefit of the Employee with respect to Xxxxxx and his dependents, for a period terminating on CSLC shall, at the earliest of Company’s option: (i) a period of months after the Date of Termination equal continue to the Measuring Periodprovide health benefits made generally available by CSLC to its senior executives; or (ii) pay Xxxxxx’x premiums under the commencement date of equivalent benefits Consolidated Omnibus Reconciliation Act (“COBRA”). If COBRA is unavailable to Xxxxxx, XXXX shall reimburse Xxxxxx for the Employee from cost of obtaining health benefits substantially equivalent to those made generally available by CSLC to its senior executives. Reimbursements of amounts described in the preceding sentence shall be made promptly, but no later than the last day of tax year immediately following the date such expenses are incurred. (b) CSLC shall pay to Xxxxxx all accrued but unpaid or unused vacation, sick pay and expense reimbursement according to CSLC’s Corporate Policies and Procedures Manual. (c) CSLC shall, effective as of the Effective Date, sell to Xxxxxx the office furnishings and personal computer located in his current office at Company headquarters for the current book value on the Company’s books of such furnishings and computer. (d) For so long as Xxxxxx is a new employermember of the Board, and for thirty (30) days after Xxxxxx’x service as a Board member terminates, CSLC shall: (i) Employ Marks and shall assign Marks to provide administrative support to Xxxxxx and continue her current duties as office manager. During such assignment, Marks shall continue to be employed by CSLC with a benefits package no less favorable than the one she now has, her compensation shall be not less than the compensation she now receives, and she shall be entitled to receive raises and additional benefits, including grants of equity awards, no less favorable than those provided to the secretaries or administrative or executive assistants of the Chief Executive Officer of CSLC; (ii) Maintain Xxxxxx’x access to his existing executive office and to his current parking space at Company headquarters; or and (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms Reimburse Xxxxxx’x reasonable and necessary business expenses incurred in attending trade association meetings of the Pension Plan shall govern; all insured National Investment Center and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation American Senior Housing Association, in any case if Xxxxxx plans to attend such Plan is barredmeetings while serving as a Board member, the Companypromptly after his presentation to CSLC of itemized bills, at its sole cost and expensevouchers or accountings, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other but no later than the Companylast day of tax year immediately following the date such expenses are incurred.

Other Benefits. The Company shall also maintain in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan Mockett shall govern; all insured and self-insured employee benefit plans in which the Employee is be entitled to participate immediately prior paid compensatory leave, sick leave, and holiday pay in accordance with AMS’s policies in effect from time to the Date of Termination; provided that the Employee's continued participation is possible under the general terms time, and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. Iflife, health, and disability insurance, pension, deferred compensation and incentive compensation plans, stock options and awards, performance bonuses and other benefits as AMS extends, as a matter of policy, to its executive employees, and annual leave (vacation) that, together with any available compensatory leave, totals at least four weeks per year and is available at the end beginning of the year (even if it is not yet fully accrued at that time). At no time during the term of this Agreement shall Mockett’s participation in, or benefits received under, such plans or programs be reduced without the written consent of Mockett except as part of a period general reduction that applies to substantially all employees who are vice presidents and above. In addition to the foregoing, subject to Mockett’s provision of months after the Date evidence of Termination insurability reasonably acceptable to AMS, AMS shall purchase term life insurance for his benefit with a death benefit equal to four (4) times his Base Salary plus Target Annual Bonus, or the Measuring Periodmaximum amount of such insurance that is reasonably available, if less. (ii) On the Employee date that Mockett’s employment terminates for any reason, regardless of his actual age he shall be treated as satisfying the requirements under the AMS Retiree Medical Program that he must be at least age 55 and that his age plus years of AMS service must equal at least 65; provided, however, that if the employee is not receiving precluded from participating in said plan as described, for any reason, he shall be provided with the after-tax economic equivalent of the benefits from a new employer, he would have received under the Company Program. The economic equivalent of the benefits he would have received under the Program shall arrange, at its sole be the lowest cost and expense, to enable Employee to convert the Employee's that would be incurred by Mockett in obtaining health insurance coverage for himself and his dependents' coverage eligible dependents that will provide benefits comparable to the benefits offered under the AMS Retiree Medical Program, as AMS shall modify the Program from time to time, less any required contributions under the Program. (iii) During the employment period, AMS shall furnish Mockett with office space, stenographic and secretarial assistance, and such Plans other facilities and services appropriate to individual policies or programs upon the same terms as employees his position and no less favorable than provided to other senior executive officers of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the CompanyAMS.

Other Benefits. The Company shall also maintain in full force and effect, for the continued benefit of and the Employee and his dependentsshall be entitled to continue to participate in, for a period terminating on the earliest all of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured its employee benefit plans and arrangements in effect on the date hereof in which the Employee is participates or plans or arrangements providing the Employee with at least equivalent benefits thereunder. The Company shall not make any changes in such plans and arrangements which would adversely affect the Employee's rights to benefits thereunder, unless such change occurs pursuant to a program applicable to all officers of the Company and does not result in a proportionately greater reduction in the rights of or benefits to the Employee as compared with any other officers of the Company. The Employee shall be entitled to participate immediately in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its officers and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Employee pursuant to Paragraph (a) of this Section. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which she is so employed. However, payments otherwise due the Employee pursuant to the Company's bonus plan will not be made if the Employee's employment is terminated, for any reason other than as described in 6(a), (b) or (d) hereof, prior to the Date of Termination; provided that Company's fiscal year end. If the Employee's continued participation employment is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans terminated pursuant to this Paragraph 6(a), (eb) if such participation were not barred oror (d), if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay receive her bonus prorated in accordance with the number of days in the Company's fiscal year during which she is so employed. If the Employee's employment is terminated, for any premiums reason other than cause, as described in 6(c), on or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date Company's fiscal year end, but before actual payment of Termination equal to the Measuring PeriodCompany's year end bonus in September, the Employee is not receiving equivalent benefits from a new employer, shall be entitled to her bonus payment for the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyprevious year.

Other Benefits. The Company shall also maintain In addition (in full force and effectthe event that paragraph (a)(1) applies), for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a the Company shall for biweekly periods for which the Company is making continued salary payments pay your cost of continued health and dental coverage under the Company’s group health and dental plans for Mr. Xxxxxxx Xxxxx Page 5 .. such period of months after the Date of Termination equal as you elect pursuant to the Measuring Period; Consolidated Budget Reconciliation Act of 1984 (“COBRA”), (ii) the commencement date Company shall pay a pro-rata portion of equivalent benefits the Company Performance Bonus described in paragraph 4 of this agreement for the Employee from a new employer; or Annual Period during which your termination of employment occurs, such portion to be determined based on the number of days during such Annual Period during which you are employed by the Company plus the number of days in the biweekly periods during such Annual Period for which the Company is making continued salary payments, and such portion to be paid to you by the Company during the period beginning on the January 1, and ending on the March 15, immediately following the end of the Annual Period, and (iii) any stock options granted to you pursuant to the Employee's normal retirement date under letter of employment dated December 20, 2002 between you and the Company's Pension PlanCompany or the letter of employment dated January 17, after 2001 between you and the Company (the “Prior Employment Agreements”) or otherwise which are not incentive stock options shall, subject to the terms hereof and subject to the terms of the Pension Plan Prior Employment Agreements and subject to the terms of the option grants, as applicable, continue to become exercisable pursuant to the terms thereof, to the extent applicable, and shall govern; all insured and self-insured employee benefit plans remain exercisable, until the last day in the final biweekly period for which the Employee Company is entitled to participate immediately prior to making continued salary payment as if you had remained employed by the Date of Termination; provided Company until such date, provided, however, that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee extension shall not be required to pay any premiums or other charges in an amount greater than that beyond the earlier of the latest date upon which the Employee would option could have paid in order expired by its original terms under any circumstances or the tenth anniversary of the original date of grant of the option. Except as otherwise provided herein, all of your remaining benefits, including the continued vesting and exercisability of Company stock options, shall immediately end upon your termination of employment; provided, however, that any incentive stock options shall continue to participate in such Plans. If, at the end of a period of months after the Date of Termination equal vest and be exercisable to the Measuring Period, extent provided by and subject to the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companythereof.

Other Benefits. The Company During the Term, Employer shall also maintain in full force and effect, for provide the continued benefit of the following benefits to Employee: (a) Employee and his dependents, for shall be elected to a period terminating seat on the earliest Board of Directors of Employer, but shall not, however, be entitled to any additional compensation for such service; (ib) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is be entitled to participate immediately prior to in all group medical and hospitalization benefit programs, dental care, sick leave, life insurance or other benefit plans for highly compensated employees of Employer as are now or hereafter provided by Employer or any Affiliate, in each case in accordance with the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions conditions of each such Plans plan and benefit package; (and c) Employee shall be provided with the use of automobiles at least comparable to any applicable funding media) and the Employee continues to pay an amount equal automobile currently provided to Employee's regular contribution , and Employer shall pay for the cost of all insurance, ad valorem taxes and tag charges for such participation. In automobile and all operating and maintenance charges for such automobile; (d) Employee shall be provided with the event that the Employee participation in any such Plan is barred, the Companyuse of a car or mobile telephone, at its sole no cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph Employee; (e) if Employer shall reimburse Employee for dues paid by Employee for membership in such participation were not barred orprofessional organizations and eating clubs as shall, if from time to time, be deemed appropriate and necessary by Employee; and (f) Employee shall, at all times, have available to him an expense account to defray ordinary and necessary business expenses incurred in the performance of his duties hereunder. Employee shall be reimbursed for such insurance is not available at a reasonable cost to the Companyexpenses upon presentation and approval of expense statements or written vouchers or other supporting documents as may be reasonably requested in advance by Employer, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee which approval shall not be required unreasonably withheld or delayed. The benefits described in subparagraph (b) of this Paragraph shall not be construed to pay require Employer to establish any premiums such plans or other charges programs or to prevent Employer from modifying or terminating any such plans or programs, and no such action or failure thereof shall affect this Agreement; provided, however, that in an amount greater than that which the Employee would have paid event of any reduction in order to participate the group medical and hospitalization benefits in such Plans. If, at place as of the end of a period of months after the Date of Termination equal to the Measuring Perioddate hereof, the salary payable to Employee is not receiving equivalent benefits from a new employershall be increased, as of the Company shall arrangeeffective date of such reduction, at its sole cost and expense, by that amount necessary to enable Employee to convert supplement the Employee's and his dependents' coverage under such Plans benefits provided by Employer to individual policies or programs upon maintain the same terms as employees level of the Company may apply for until the Employee is able benefits currently provided to receive equivalent benefits from a source other than the Companyhim by it.

Other Benefits. The (a) During the Employment Period, the Company shall also provide the Executive and maintain in full force on the Executive’s behalf, or reimburse the Executive for carrying comprehensive medical insurance, disability insurance and effect, for life insurance of $300,000 on the continued benefit life of the Employee and his dependentsExecutive. In addition, for a period terminating on the earliest of (i) a period of months after Executive shall have the Date of Termination equal right to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under participate in the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued other programs for the benefit of Employee employees in accordance with their terms and his dependents individual policies as the same may be amended from time to time. (b) The Executive shall be eligible to participate further in the Company’s stock option program. The terms of insurance providing benefits substantially similar existing options held by the Executive shall be governed by the existing stock option agreement with the Company, and the terms of any additional options (including the 100,000 options referred to below) shall be governed by the Company’s standard stock option agreement in use at the time of grant, which for all options held by or issued to the Executive may incorporate the terms established by the Company’s stock option plan if any adopted subsequent to the date of grant provided that notwithstanding such stock option terms if any to be adopted to the contrary the Executive’s options to the extent not vested shall vest upon a termination of employment or pursuant to Section 3.01(d), or Section 3.03 or Section 3.04 but be exercisable during the post-employment period established by such terms to be adopted. The Executive is granted options to purchase 100,000 shares of the Company’s common stock at a strike price determined by the closing price on an afterJuly 29, 2005, vesting half in 18 months of full time employment and the balance vesting ratably quarterly over the remaining 18 months of full time employment. The other terms of such options shall be governed by the Company’s standard stock option agreement to be entered into, which will incorporate the terms established by the Company’s stock option plan as the same may be amended from time to time provided that, notwithstanding such stock option terms if any to the contrary, the Executive’s options to the extent not vested shall accelerate and vest fully upon a termination of employment pursuant to Section 3.01(d) and accelerate and vest ratably upon a termination pursuant to Section 3.04, but be exercisable during the post-tax basisemployment period established by such terms to be adopted, such ratable accelerated vesting of such 100,000 options to extend to 25,000 options for a termination pursuant to Section 3.04 during the first year after the date hereof, to 62,500 options to the extent not vested for such a termination during the second year and to 100,000 options to the extent not vested for such a termination during the third year. (c) The Company shall pay to those which or on behalf of the Employee would have been Executive a monthly automobile allowance of $1,000. (d) The Executive shall be entitled to receive under such Plan six weeks of paid vacation in each calendar year. The Executive shall also be entitled to the same standard paid holidays given by the Company to senior executives generally, all as determined from time to time by the Board or Plans pursuant appropriate committee thereof. Vacation time shall cumulate and carry forward from year to this Paragraph year provided that the Executive shall not be entitled to more than ten weeks of vacation in any one year without the permission of the Compensation Committee and provided that the Executive shall coordinate his vacation schedule with the Chief Executive Officer. (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to The Company shall reimburse the Executive for travel or other expenses or disbursements reasonably incurred or made by him in connection with the Company, 's business during the Company Employment Period upon receipt of reasonable documentation thereof. (f) The benefits set forth in this Section 2.03 shall otherwise provide be collectively referred to as the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company“Benefits.”

Other Benefits. The Company shall also maintain in full force and effectIn addition to all other benefits contained herein, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required entitled to: (a) Paid time-off of five (5) weeks per year taken in accordance with the paid time-off policy of the Company. (b) After six (6) years of full-time employment, one (1) three-month period of fully paid leave of absence in accordance with the Company’s Officer Sabbatical Policy in place at that time. The Policy currently provides the following eligibility criteria: Employee must complete six (6) years of full-time service; Employee must be in good standing at the time of the Sabbatical; and Employee must affirm the intent to pay any premiums or other charges in an amount greater than that which return to full-time service of the Employee would have paid in order to participate in such Plans. If, Company at the end of the Sabbatical. In addition, the Company must approve the scheduling of a period Sabbatical and may ask the Employee to postpone a Sabbatical until a time that meets its business needs. (c) Group health, disability, long-term care and life insurance. (d) The Company shall provide the Employee with an automobile allowance of $750 per month and standard tax preparation and planning services. (e) To facilitate the Employee's transition, the Company will provide the Employee with a one-time transition advance (the “Advance”) in the total amount of $150,000: $75,000 of which shall be payable by the Company within thirty (30) days of the start of employment and $75,000 of which shall be payable seven (7) months after thereafter or, if not previously paid, upon a Change in Control. In order to be eligible to receive any portion of the Date of Termination equal to the Measuring PeriodAdvance, the Employee is not receiving equivalent benefits from must be a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees full-time employee of the Company may apply for until at the time such payment is due. The Employee shall be obligated to repay any portion of the Advance made by the Company immediately upon the occurrence of any of the following events: (a) the Employee is able terminates his employment or this Agreement at any time prior to receive equivalent benefits from a source December 31, 2010, except as provided pursuant to Section 5.1 herein, or (b) the Company terminates this Agreement for Cause at any time pursuant to Section 4 herein. Notwithstanding the foregoing, if the Company terminates this Agreement for reasons other than Cause between July 1, 2009 and December 31, 2010, the CompanyEmployee shall be obligated to repay the Transition Advance within thirty (30) days of such termination, but the amount due from Employee in such circumstances shall be reduced pro rata by the number of complete months of full-time service that Employee has completed at the time of termination. As of January 1, 2011, the Advance shall no longer be subject to repayment by the Employee. The Employee authorizes the Company to withhold from final wages, expense reimbursements, or other forms of compensation due to him at the time of separation any portion of the Advance that he is required to repay.

Other Benefits. The Company shall also agrees to maintain in full force effect and effectat Company expense: (a) Group term life insurance coverage of $200,000 face amount in effect until the Employee’s Separation from Service and payable on death of the Employee to his designated beneficiary; and (b) Group term life insurance of $100,000 face amount in effect after the Employee’s Separation from Service; provided, however, that if the Employee is a “specified employee” within the meaning of Code Section 409A on the date of his Separation from Service, then (i) during the first six (6) calendar months following the month in which the Employee’s Separation from Service occurs, the Employee shall pay the Company for such coverage and (ii) after the continued benefit end of such six (6) month period, the Company shall make a cash payment to the Employee equal to the aggregate premiums paid by the Employee for such coverage, and thereafter such coverage shall be provided solely at the expense of the Company. (c) Group hospital, surgical, major medical, dental and vision care coverage for the Employee and his dependentsspouse for his life, and in the event the Employee predeceases his spouse, for a period terminating on the earliest life of (i) a period his spouse, in such form and manner as covers all salaried employees of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan; provided, after which however, that following the terms end of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred orCOBRA continuation period, if such insurance hospital, surgical, major medical, dental or vision care coverage is not available at provided under a reasonable cost health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the Companyrequirements of Treasury Regulation Section 1.409A-3(i)(1)(iv) and, if necessary, the Company shall otherwise provide amend such health plan to comply therewith. Notwithstanding the Employee and his dependents with equivalent foregoing, the benefits described in subsections (on an after-tax basisb) and the Employee (c) shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, provided only if the Employee is eligible for and elects to receive immediate pension benefit payments under the Retirement Plan upon his termination of employment. If the Employee is either not receiving equivalent eligible for immediate pension benefits from a new employerunder the Retirement Plan, or is eligible for such benefits but fails to elect immediate commencement of pension payments upon his termination of employment, the Company shall arrange, at its sole cost have no liability to provide the benefits described in subsections (b) and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company(c).

Other Benefits. The Company shall also maintain Nothing in full force and effectthis Agreement or the Release shall: (a) alter or reduce any vested, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of accrued benefits (iif any) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been Executive may be entitled to receive under such Plan any 401(k), profit sharing, pension or Plans other qualified retirement plan established Company; (b) affect Executive’s right (if any) to elect and (subject to Section 4(a)(ii) above) pay for continuation of Executive’s health insurance coverage under Company’s health plans pursuant to this Paragraph the COBRA; (c) affect Executive’s right (if any) to receive (i) any base salary that accrues through the date of termination of Executive’s employment and is unpaid, (ii) any reimbursable expenses that Executive incurs before the termination of Executive’s employment and are unpaid and (iii) any unused vacation or paid time off days to which Executive is entitled to payment, all of which shall be paid as soon as administratively practicable (and in any event within thirty (30) days) after the termination of Executive’s employment; (d) alter or reduce the vested benefits to which Executive is entitled under Company’s short-term incentive plan (“STIP”) and Company’s deferred compensation and other non-qualified retirement/savings plans, which shall be paid in accordance with their terms and any related award agreements, except that Executive will not receive any awards under Company’s long-term incentive plan (“LTIP”) in return for the payment set forth in Section 4(a)(iii) above on the terms described therein; (e) if such participation were not barred affect Executive’s right to receive the emergence bonus upon confirmation of Company’s plan of reorganization; or (f) affect Executive’s right to continue to receive his base salary, if such insurance is not available at a reasonable cost bonuses and STIP, perquisites and benefits (other than LTIP and any awards thereunder) through the date of termination of Executive’s employment, as in effect or contemplated as of the date hereof, which will continue through the date of termination of Executive’s employment, except with respect to any changes that are applicable generally to the Company, the other executives of Company shall or otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges specifically set forth in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companythis Agreement.

Other Benefits. The Within 30 days following a Change of Control, whether or not Executive's employment has been terminated, the Company shall also maintain pay to Executive the following in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of lump sum: (i) a period of months after the Date of Termination an amount equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date "Target Bonus" under the Company's Pension Plan, after Management Incentive Plan or any other annual incentive plan which is applicable to Executive for the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans fiscal year in which the Employee Change of Control occurs (or if Executive's title was changed to a level below that of Executive's Current Title within 180 days before the commencement of a Standstill Period, the "Target Bonus" applicable to Executive for the fiscal year in which such change occurred as if she continued to hold Executive's Current Title, if higher); and (ii) if Executive is entitled a participant in the Company's Long Range Management Incentive Plan ("LRMIP"), Long Range Performance Incentive Plan ("LRPIP") or any other performance-based long-range incentive plan at the Change of Control, an amount with respect to participate each Award Period (as that term is defined in LRMIP) or Performance Cycle (as that term is defined in LRPIP) for which Executive has been designated as a participant equal to 50 percent of the product of (A) the maximum award payable to Executive for such Award Period or Performance Cycle, as designated by the Committee under LRMIP or LRPIP, as the case may be (or, if Executive's title was changed to a level below that of Executive's Current Title within 180 days before the commencement of a Standstill Period, in the case of an Award Period or Performance Cycle which commences after such change, the maximum award payable to Executive for such Award Period or Performance Cycle shall be deemed to be the maximum award payable to Executive for the Award Period or Performance Cycle which commenced immediately prior to such change, if higher), and (B) a fraction, the Date denominator of Termination; provided that which is the Employee's continued participation is possible under total number of fiscal years in the general terms and provisions of such Plans (and any applicable funding media) Award Period or Performance Cycle and the Employee continues numerator of which is the number of years which have elapsed in such Award Period or Performance Cycle prior to pay an amount equal to Employee's regular contribution the Change of Control (for such participation. In purposes of this fraction, if the event that Change of Control occurs during the Employee participation in any such Plan is barredfirst quarter of a fiscal year, then one-quarter of the Company, at its sole cost and expense, fiscal year shall arrange be deemed to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost elapsed prior to the CompanyChange of Control, and if the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end Change of a period of months Control occurs after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company.first

Other Benefits. The Company shall also maintain in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period Nothing contained herein shall affect adversely the Executive's right to participate in any of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Planemployee pension, after profit sharing, tax-deferred savings and welfare benefit plans provided for employees generally (other than severance plans), or in any executive compensation arrangements (including, without limitation, Company-paid medical insurance and medical expense reimbursement plans, and cash or equity-based incentive compensation plans) in which any of the executive officers of the Company are entitled to participate (collectively, the "Company Compensation Plans"), but the benefits provided under this Agreement shall be in lieu of all other benefits provided under any Company severance plan. During the term of this Agreement, the Executive shall be entitled to participate in all Company Compensation Plans on a basis which is no less favorable than for other senior executive officers of the Company and thereafter, to the extent post-termination benefits are required under the terms of the Pension respective Company Compensation Plans. (ii) During the term of this Agreement, the Executive shall not be eligible to participate in the Company's group term life insurance program. The Executive shall be eligible to participate in the Company's Long-Term Disability Insurance Plan as in effect on the date of this Agreement (the "LTD Plan") until attainment of age 65. For purposes of the LTD Plan, during the period prior to attaining 65, the definition or other standard for determining disability, the Executive's eligibility for long-term disability benefits, and the level of coverage, time of commencement, duration of benefits, and offsets to benefits on account of other disability benefits or other sources of income, shall governall be made by reference to the provisions and procedures of the LTD Plan. (iii) The Company and the Executive agree that nothing in this Agreement shall preclude the Company from amending or terminating any Company Compensation Plan whether now or hereinafter in effect, it being the intent of the parties that the Executive shall continue to be entitled during the Executive's term of employment to benefits under such Company Compensation Plans at least equal to those under which he is covered as of the date of execution of this Agreement. Nothing in this Agreement shall operate as, or be construed to authorize, a reduction without the Executive's written consent of the level of such benefits; all insured and self-insured employee benefit plans in the event of any such reduction, by amendment or termination of any such Company Compensation Plan, the Executive shall continue to be entitled to receive from the Company during the term of this Agreement benefits at least equal in value to the benefits to which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee Executive would have been entitled to receive under such Plan or Company Compensation Plans pursuant to this Paragraph (e) if such participation were reduction had not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companytaken place.

Other Benefits. The Company shall also maintain in full force and effectAmbac will pay you all vested amounts, for the continued benefit of the Employee and his dependentsif any, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal due but not previously paid to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Planyou, after which pursuant to the terms of any welfare, deferred compensation or other benefit plan as of the Pension Resignation Date, or which by their terms extend to or beyond the Resignation Date. Notwithstanding the foregoing, any amount due under the Non-Qualified Savings Incentive Plan will be paid to you no sooner than six months and one day from the Resignation Date. Inasmuch as it is and has been the expressed mutual intention of the parties that your entering into this Agreement shall govern; not affect any or all insured of your rights under that certain Amended and self-insured employee benefit plans Restated Management Retention Agreement, dated as of 2007, between you and Ambac (the “Management Retention Agreement”), it is agreed that notwithstanding anything to the contrary contained in which this Agreement, in the Employee is entitled to participate immediately event that there shall be a Change of Control of Ambac on or prior to the Date Resignation Date, as such term “Change in Control” is defined in the Management Retention Agreement, or there shall be a proposed or pending Change in Control of Termination; provided Ambac reported in any newspaper of general circulation or business publication on or before the Resignation Date, you shall have the right (but not the obligation) to rescind and cancel your Resignation and this Agreement, together with the related Waiver and General Release Agreement (the form of which is set forth in Exhibit A), as if neither such document had ever been executed (i.e., and such that you shall have no further obligations hereunder or thereunder), and as if your employment had continued in the ordinary course through such date, whereupon the parties hereto shall then promptly cooperate and negotiate, in good faith, a written agreement between them, effective as of such date, such that your employment with Ambac shall further continue in a manner substantially consistent with past practice and so as to afford you the ability to fully participate in (i.e., and not deprive you from) all of the benefits to which you would otherwise be entitled under the Management Retention Agreement should the Change in Control be (or have been) consummated. In furtherance of the foregoing, it is understood and agreed that the Employee's continued participation is possible under the general terms forfeiture and reimbursement provisions of such Plans (and the first paragraph of Section 4 above would not apply to or with respect to any applicable funding media) and rescission and/or cancellation by you of this Agreement pursuant to the Employee continues to pay an amount equal to Employee's regular contribution for such participationprovisions of this paragraph. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan your death or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost disability prior to the Companydate any or all payments or benefits under this Agreement shall be paid or become payable to you, the Company all such benefits and payments shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not instead be required paid by Ambac to pay any premiums your heirs, executors, administrators, trustees, legal representatives, successors or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. Ifassigns, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyapplicable.

Other Benefits. The Company other perquisites extended to Xxxxxx shall also maintain in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of be as follows: (i) a period of months after the Date of Termination equal Venkat will be entitled to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Planparticipate in such group medical insurance benefits, after which the terms of the Pension Plan shall govern; all insured if any, and self-insured such other employee benefit plans and fringe benefits, if any, as may be offered or made available by the Company from time to time to its employees. Xxxxxx’s participation in such employee benefit plans and fringe benefits, and the amount and nature of the benefits to which Xxxxxx shall be entitled thereunder or in connection therewith, shall be subject to the Employee terms and conditions of such employee benefit plans and fringe benefits, depending on Xxxxxx’s position, tenure, salary, age, health and other such qualifications as per Company’s discretion. Xxxxxx is currently eligible to receive reimbursement from the Company, on a monthly basis, for 100% of the premiums that Xxxxxx pays in connection with health insurance coverage for himself, his spouse, and his eligible dependents; provided that Xxxxxx will cease being eligible for such reimbursements at such time as Xxxxxx is entitled to participate immediately prior to the Date of Termination; provided in any group health insurance policy or benefits that the Employee's continued participation is possible under Company offers or makes available to its employees. (ii) The Company will establish a 401(k) plan for its employees, in which Venkat will be eligible to participate as of the general terms and provisions commencement of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, Venkat’s employment with the Company, at its sole cost and expense, shall arrange . Subject to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Companyapplicable laws, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of will make a period of months after the Date of Termination equal 1:1 matching contribution to the Measuring Period401(k) plan on Xxxxxx’s behalf of up to 6% of Xxxxxx’s covered compensation for each calendar year. (iii) Notwithstanding anything express or implied in either of the foregoing subclauses (i) and(ii) of this Clause (d), the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees board of directors of the Company may apply for until reserves the Employee is able right from time to receive equivalent time to change or terminate the employee benefit plans or any of the other perquisites and fringe benefits from a source other than described in either of the Company.foregoing subclauses (i) and (ii),

Other Benefits. The Company (i) Subject to the provisions of clause (ii) below, during the Employment Period, the Employee shall also maintain be entitled to participate in full force all of the employee benefit plans and effectarrangements made available by the Corporation to similarly situated employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, and shall be entitled to all perquisites and special benefits provided to similarly situated employees of the Corporation. Credit shall be given to the Employee for the Employee's service with Xxxxxxx, as if such service had been performed for the Corporation, for all relevant purposes under all such Corporation plans and arrangements. (ii) As of the continued Effective Date the Employee shall be designated a participant in the NationsBank Corporation and Designated Subsidiaries Supplemental Executive Retirement Plan ("SERP I") which shall provide the Employee with a target annual retirement benefit equal to sixty percent (60%) of the Employee's final five-year average earnings, offset by the Employee's annual retirement benefits from the Corporation's tax-qualified defined benefit plan, the Corporation's ERISA restoration plan, Xxxxxxx'x tax-qualified defined benefit plan, the Supplemental Executive Retirement Plan of Xxxxxxx Xxxxx, Inc. and its Affiliates (the "Xxxxxxx SERP"), any plan maintained by any previous employer of the Employee and his dependents, for a period terminating (which previous employer plan offset will be calculated in accordance with Section 3.1(b)(1)(B) of the Xxxxxxx SERP as in effect on the earliest date hereof) and social security. The Employee shall be credited with the Employee's service with, and compensation from, Xxxxxxx prior to the Effective Date for purposes of (i) a period of months determining the Employee's SERP I target benefit. In no event shall the annual retirement benefit payable to the Employee from SERP I after the offsets listed above (the "Net SERP I Benefit") be less than $250,000, and the Employee shall be eligible to commence the Employee's Net SERP I Benefit on the fifth (5th) anniversary of the Effective Date. Upon the Employee's death, the Employee's beneficiary shall be entitled to receive until such beneficiary's death an annual benefit equal to seventy-five percent (75%) of the Employee's Net SERP I Benefit. Notwithstanding the foregoing provisions of this clause, the Employee shall be entitled to receive the lump sum value of the Employee's Net SERP I Benefit within thirty (30) days following the Employee's Date of Termination equal to (as defined in Section 8(b) below) calculated using a discount rate of five percent (5%) and the Measuring Period; (ii) the commencement date of equivalent benefits for 1983 Group Annuity Mortality Table and assuming a three year age difference between the Employee from a new employer; or (iii) and the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee spouse. Any such election to receive a lump sum benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that may be made by the Employee's continued participation is possible delivery of a written election to the Corporation on, or at any time after, the Effective Date. Such election may be made by the Employee without the consent of the Corporation or any administrative committee under SERP I, and no financial penalty or other reduction in the general terms and provisions lump sum value calculated above shall be imposed as the result of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participationlump sum election. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit elects a lump sum payment of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's Net SERP I Benefit and his dependents' coverage under dies prior to receiving such Plans to individual policies or programs upon payment, the same terms as employees lump sum value of the Company may apply for until Employee's Net SERP I Benefit (calculated as if the Employee is able had terminated employment on the date prior to receive equivalent benefits from a source her death) shall be paid to the Employee's estate or other than designated beneficiary. See Section 14(d) for special provisions related to an income tax gross-up related to the CompanyEmployee's Net SERP I Benefit.

Other Benefits. The Company shall also maintain in full force and effect, for During the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Planhis employment hereunder, after which the terms of the Pension Plan Executive shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been be entitled to receive all other benefits of employment generally available to other members of the Company’s management and those benefits for which key executives are or shall become eligible, when and as he becomes eligible therefor, including without limitation, group health and life insurance benefits, short and long-term disability plans, deferred compensation plans, and participation in the Company’s Profit-Sharing Investment Plan, Employee Stock Purchase Plan, Executive Medical Plan, Management Incentive Plan (“MIP”), Long Term Incentive Plan, Executive Benefit Retirement Plan (“EBRP”), Executive Survivor Benefits Plan (“ESBP”), Stock Purchase Plan and 1994 Stock Option and Restricted Stock Plan (or any other similar plan or arrangement), and the Company agrees that none of such benefits shall be altered in any manner or in such a way as to reduce any then existing entitlement of Executive thereunder or any entitlement provided for hereunder. For purposes of the EBRP, beginning with Fiscal Year 2006, Executive’s “Average Final Compensation” shall mean one-fifth of the sum of (x) the base salary and (y) one hundred and fifty percent (150%) of the annual bonuses under the MIP or any successor or replacement plans (including base salary and annual MIP bonuses or portions thereof voluntarily deferred under a cash or deferred plan or any other tax qualified or non-qualified salary deferral plan) in each case earned by Executive for the five consecutive years of full-time continuous employment with the Company which (a) fall within the 15-year period ending on the first day of the month following Executive’s Separation from Service with the Company and (b) produce the highest such Plan sum. To the extent specific provisions of this Agreement that relate to other plans or Plans pursuant to this Paragraph (e) if arrangements of the Company are more favorable than the terms and conditions set forth in such participation were not barred or, if such insurance is not available at a reasonable cost to other plan or arrangement of the Company, the provisions of this Agreement shall control. Additionally, to the extent any other plan or arrangement of the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee contains provisions regarding noncompetition, unauthorized use of confidential information, or nonsolicitation, such provisions shall not be required deemed to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal been violated by Executive except to the Measuring Period, the Employee is not receiving equivalent benefits from extent his activities would also constitute a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees violation of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companysimilar provisions contained herein.

Other Benefits. The Subject to the conditions set forth in this Agreement hereof, the following benefits (subject to any applicable payroll or other taxes required to be withheld) shall be paid or provided to the Executive: (a) Health/Welfare Benefits (i) During the twenty-four (24) months following the Termination Date (the "Continuation Period"), the Company shall also maintain continue to keep in full force and effecteffect all programs of medical, for the continued benefit of the Employee dental, vision, accident, disability, life insurance, including optional term life insurance, and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal other similar health or welfare programs with respect to the Measuring Period; (ii) Executive and [her/his] dependents with the commencement date same level of equivalent benefits for coverage, upon the Employee from a new employer; or (iii) same terms and otherwise to the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan same extent as such programs shall govern; all insured and self-insured employee benefit plans have been in which the Employee is entitled to participate effect immediately prior to the Termination Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if more favorable to the Executive, immediately prior to the Change in Control), and the Company and the Executive shall share the costs of the continuation of such insurance is not available at a reasonable cost coverage in the same proportion as such costs were shared immediately prior to the CompanyTermination Date (or, if more favorable to the Executive, immediately prior to the Change in Control) or, if the terms of such programs do not permit continued participation by the Executive (or if the Company otherwise determines it advisable to amend, modify or discontinue such programs for employees generally), the Company shall otherwise provide benefits substantially similar to and no less favorable to the Employee and his dependents with equivalent Executive in terms of cost or benefits (on an after-tax basis"Equivalent Benefits") and the Employee shall not be required than [she/he] was entitled to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, receive at the end of a the period of months after coverage, for the Date duration of Termination equal the Continuation Period. (ii) All benefits which the Company is required by this Section 6(a) to provide, which will not be provided by the Measuring PeriodCompany's programs described herein, shall be provided through the Employee purchase of insurance unless the Executive is not receiving equivalent benefits from a new employeruninsurable. If the Executive is uninsurable, the Company shall arrange, at will provide the benefits out of its sole cost and expense, to enable Employee to convert general assets. (iii) If the Employee's and his dependents' coverage under such Plans to individual policies Executive obtains other employment during the Continuation Period which provides health or programs upon the same terms as employees welfare benefits of the type described in Section 6(a)(i) hereof ("Other Coverage"), then Executive shall notify the Company may apply for until promptly of such other employment and Other Coverage and the Employee is able Company shall thereafter not provide the Executive and [her/his] dependents the benefits described in Section 6(a)(i) hereof to receive equivalent the extent that such benefits from a source other than are provided under the CompanyOther Coverage. Under such circumstances, the Executive shall make all claims first under the Other Coverage and then, only to the extent not paid or reimbursed by the Other Coverage, under the plans and programs described in Section 6(a)(i) hereof.

Other Benefits. The Company (a) A Participant entitled to Severance Pay pursuant to Section 3.2 shall also maintain in full force and effect, for be entitled during the continued benefit of applicable Severance Period to receive the Employee and his dependents, for a period terminating on the earliest of following additional benefits: (i) a period of months after the Date of Termination equal to the Measuring Period; continued participation for him or her (iiand for his or her eligible dependents) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under in the Company's Pension Plan, after which ’s health benefit plan on the terms same basis (excluding payment of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled contributions) as apply to participate immediately prior active employees from time to the Date of Terminationtime; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee Participant and his or her eligible dependents individual policies of insurance providing benefits substantially similar (assume the cost, on an after-tax basis, for such continued coverage, and further provided that this coverage shall terminate prior to the end of the Severance Period when the Participant (or his or her eligible dependents, as applicable) becomes entitled to those health benefit plan coverage (whether or not comparable to plans of the Company) from any successor employer; and (ii) on or about January 31 of the year following the year in which the Employee Separation from Service occurs and continuing on or about each January 31 until the year following the year in which the Participant’s health benefit plan coverage continues pursuant to Section 3.3(a)(i), the Company will make a payment to the Participant equal to the amount the Participant paid during the immediately preceding calendar year for health benefit plan continuation coverage described in Section 3.3(a)(i) that exceeds the amount that the Participant would have been entitled paid if the Participant paid for such continued health benefit plan coverage on the same basis as applicable to receive under active employees, provided that each such Plan or Plans cash payment by the Company pursuant to this Paragraph Section 3.3(a)(ii) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A; and (eiii) continued participation for him or her in the Company’s life insurance benefit plan on the same basis (including payment of contributions) as apply to active employees from time to time; provided that this coverage shall terminate prior to the end of the Severance Period when the Participant (or his or her eligible dependents, as applicable) becomes entitled to health and life insurance benefit plan coverage (whether or not comparable to plans of the Company) from any successor employer; and (iv) if such participation were not barred or, if such insurance the cash credits portion of the Directed Executive Compensation program is not available at a reasonable cost to the Companyactive employees at the Participant’s Executive level, the continuation of Directed Executive Compensation monthly cash payments, provided that each such cash payment by the Company pursuant to this Section 3.3(a)(iv) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A; and (v) if financial planning services are available to the active employees at the Participant’s Executive level, the Company shall otherwise provide reimburse the Employee Participant’s expenses for financial planning incurred during the Severance Period. Such reimbursement shall be made no later than the last day of the calendar year following the calendar year in which the Participant incurs the financial planning expense. In no event will the amount of expenses so reimbursed by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each reimbursement of the Participant’s expenses for financial planning pursuant to this Section 3.3(a)(v) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Neither Executive nor his dependents with equivalent benefits (on an aftershall be eligible for continued participation in any disability income plan, travel accident insurance plan or tax-tax basis) and qualified retirement plan. Nothing herein shall be deemed to restrict the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees right of the Company may apply for until to amend or terminate any plan in a manner generally applicable to active employees. (b) The period of continuation coverage to which the Employee Participant is able entitled under Section 601 et seq. of ERISA (the “COBRA Continuation Period”) shall begin after the Severance Period. (c) Eligible Participants shall be entitled to receive equivalent benefits from a source other than reasonable outplacement counseling with an outplacement firm of the Company’s selection in a form and manner determined by the Company, provided, however, that a Participant must conclude such services by December 31 st of the second taxable year following the Participant’s Separation from Service or such earlier date established by the Company. The Company shall reimburse the Participant for such expenses, or pay the outplacement firm as the case may be, no later than December 31st of the third taxable year following the Participant’s Separation from Service.

Other Benefits. The Company Employer shall also maintain in full force and effect, for and Employee shall be entitled to continue to participate in, all of Employer's employee benefit plans and arrangements in effect on the continued benefit date hereof in which Employee participates, or such other plans or arrangements that would provide Employee with substantially equivalent benefits thereunder (including without limitation each pension and retirement plan and arrangement, supplemental pension and retirement plan and arrangement, stock option plan, life insurance plan and arrangement, health and accident plan and arrangement, medical insurance plan and arrangement, disability plan and arrangement, survivor income plan and arrangement, relocation plan and vacation plan)(the "Employee Benefit Plans"); provided, however, that this Section 5 shall not apply to any of Employer's Incentive Compensation Plan(s). Employer shall not make any changes in such plans or arrangements which would adversely affect Employee's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all employees or executives of the Employer and does not result in a proportionately greater reduction in the rights of or benefits to the Employee as compared with any other employee or executive of the Employer. Employee shall be entitled to participate in and his dependentsreceive benefits under any Employee Benefit Plan or arrangement made available by Employer in the future to its employees, executives or key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Employee pursuant to Section 3.1 hereof or pursuant to an Incentive Compensation Plan as provided in Section 4 hereof. Any payments or benefits payable to the Employee hereunder with respect to any calendar year during which Employee is employed by Employer for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which she is employed; provided, however, benefits or payments payable to Employee under any life insurance plan or arrangement, health and accident plan or arrangement or disability plan or arrangement shall be payable on behalf of Employee by Employer for a period terminating on the earliest of (i) a period of six months after the Date termination of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyemployment hereunder.

Other Benefits. The Company During the Period of Employment, Employee shall also maintain be entitled to continue to participate in full force and effect, for the continued benefit or receive benefits under all of the Company’s Employee Benefit Plans, or under plans or arrangements that provide no less favorable treatment to the Employee than the Employee Benefit Plans provided to other, similarly situated, members of the Company’s senior management. As used herein, the term “Employee Benefit Plans” includes, without limitation, each pension and his dependentsretirement plan; supplemental pension, for a period terminating retirement and deferred compensation plan; savings and profit-sharing plan; stock ownership plan; stock purchase plan; stock option plan; life insurance plan; medical insurance plan; disability plan; and health and accident plan or arrangement established and maintained by the Company on the earliest date hereof or anytime hereafter. The Employee's participation in the Employee Benefit Plans will be subject to the terms and conditions of (i) each such Employee Benefit Plans, including eligibility and compliance requirements, as well as any limitations imposed by applicable laws. To the extent that the scope or nature of benefits described in this section is determined under the policies of the Company based in whole or in part on the seniority or tenure of an employee’s service, Employee shall be deemed to have a period of months after tenure with the Date of Termination Company equal to the Measuring Period; (ii) the commencement date actual time of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under ’s service with the Company's Pension Plan. During the Period of Employment, after which the terms of the Pension Plan Employee shall govern; all insured and self-insured employee benefit plans in which the Employee is be entitled to participate immediately prior in or receive benefits under any Employee Benefit Plans which may, in the future, be made available by the Company to its key management employees, subject to and on a basis consistent with the Date of Termination; provided that the Employee's continued participation is possible under the general terms terms, conditions and provisions overall administration of such Plans (and Employee Benefit Plans. Any payments or benefits payable to Employee under an Employee Benefit Plan referred to in this Subparagraph 3(c) in respect of any calendar year during which Employee is employed by the Company for less than the whole of such year shall, unless otherwise provided in the applicable funding media) and Employee Benefit Plan, be prorated in accordance with the Employee continues to pay an amount equal to Employee's regular contribution for number of days in such participationcalendar year during which he is so employed. In the event that the Employee participation in Should any such Plan is barredpayments or benefits accrue on a fiscal (rather than calendar) year, then the Company, at its sole cost and expense, proration in the preceding sentence shall arrange to have issued for be on the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end basis of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other fiscal year rather than the Companycalendar year.

Other Benefits. (i) The Company shall also maintain in full force and effect, for and the continued benefit Executive shall be entitled to continue to participate in, all of the Employee Company's insurance benefit plans and his dependents, for a period terminating arrangements in effect on the earliest date hereof in which the Executive participates or plans or arrangements providing the Executive with at least equivalent benefits thereunder (including, without limitation, the Mettler-Toledo Fonds pension scheme for senior management, and the Xxxxxxx'x xxxident plan and disability plan), provided that the Company shall not make any changes in such plans or arrangements that would adversely affect the Executive's rights or benefits thereunder; provided, however, that such a change may be made, including termination of (i) such plans or arrangements if it occurs pursuant to a period program applicable to all executives of months after the Date Company and does not result in a proportionately greater reduction in the rights of Termination equal or benefits to the Measuring Period; Executive as compared with any other executive of the Company. The Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to paragraph (a) of this Section. (ii) The Executive shall be entitled to participation in the commencement date of equivalent benefits for the Employee from a new employer; or (x) Mettler-Toledo Group Management Committee Stock Purchase Plan, and (x) xxx Xxxxxer-Toledo Management Share Option Plan, each as may be amendex xxxx xxxx xx time. (iii) Any payments or benefits payable to the Employee's normal retirement date Executive under the Company's Pension Plan, after this Agreement in respect of any calendar year during which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee Executive is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, employed by the Company shall for less than the entire such year shall, unless otherwise provide provided in the Employee applicable plan or arrangement, be prorated in accordance with the number of full and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate partial months in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee calendar year during which he is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyso employed.

Other Benefits. The Subject to the conditions set forth in this Agreement hereof, the following benefits (subject to any applicable payroll or other taxes required to be withheld) shall be paid or provided to the Executive: (a) HEALTH/WELFARE BENEFITS (i) During the twenty-four (24) months following the Termination Date (the "Continuation Period"), the Company shall also maintain continue to keep in full force and effecteffect all programs of medical, for dental, vision, accident, disability, life insurance, including optional term life insurance, and other similar health or welfare programs with respect to the continued benefit of the Employee Executive and his dependentsdependents with the same level of coverage, for a period terminating on upon the earliest of (i) a period of months after the Date of Termination equal same terms and otherwise to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan same extent as such programs shall govern; all insured and self-insured employee benefit plans have been in which the Employee is entitled to participate effect immediately prior to the Termination Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if more favorable to the Executive, immediately prior to the Change in Control), and the Company and the Executive shall share the costs of the continuation of such insurance is not available at a reasonable cost coverage in the same proportion as such costs were shared immediately prior to the CompanyTermination Date (or, if more favorable to the Executive, immediately prior to the Change in Control) or, if the terms of such programs do not permit continued participation by the Executive (or if the Company otherwise determines it advisable to amend, modify or discontinue such programs for employees generally), the Company shall otherwise provide benefits substantially similar to and no less favorable to the Employee and his dependents with equivalent Executive in terms of cost or benefits (on an after-tax basis"Equivalent Benefits") and the Employee shall not be required than he was entitled to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, receive at the end of a the period of months after coverage, for the Date duration of Termination equal the Continuation Period. (ii) All benefits which the Company is required by this Section 6(a) to provide, which will not be provided by the Measuring PeriodCompany's programs described herein, shall be provided through the Employee purchase of insurance unless the Executive is not receiving equivalent benefits from a new employeruninsurable. If the Executive is uninsurable, the Company will provide the benefits out of its general assets. (iii) If the Executive obtains other employment during the Continuation Period which provides health or welfare benefits of the type described in Section 6(a)(i) hereof ("Other Coverage"), then Executive shall arrange, at its sole cost notify the Company promptly of such other employment and expense, to enable Employee to convert Other Coverage and the Employee's Company shall thereafter not provide the Executive and his dependents' coverage dependents the benefits described in Section 6(a)(i) hereof to the extent that such benefits are provided under the Other Coverage. Under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company.circumstances, the

Other Benefits. The Subject to the conditions set forth in Sections 3, 4, 8 and 10(c) hereof, the following benefits (subject to any applicable payroll or other taxes required to be withheld) shall be paid or provided to the Executive: (a) Health/Welfare Benefits ----------------------- (i) During the Continuation Period, the Company shall also maintain continue to keep in full force and effecteffect all programs of medical, for dental, vision, accident, disability, life insurance, including optional term life insurance, and other similar health or welfare programs with respect to the continued benefit of the Employee Executive and his dependentsor her dependents with the same level of coverage, for a period terminating on upon the earliest of (i) a period of months after the Date of Termination equal same terms and otherwise to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan same extent as such programs shall govern; all insured and self-insured employee benefit plans have been in which the Employee is entitled to participate effect immediately prior to the Termination Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if more favorable to the Executive, immediately prior to the Change in Control), and the Company and the Executive shall share the costs of the continuation of such insurance is not available at a reasonable cost coverage in the same proportion as such costs were shared immediately prior to the CompanyTermination Date (or, if more favorable to the Executive, immediately prior to the Change in Control) or, if the terms of such programs do not permit continued participation by the Executive (or if the Company otherwise determines it advisable to amend, modify or discontinue such programs for employees generally), the Company shall otherwise provide benefits substantially similar to and no less favorable to the Employee and his dependents with equivalent Executive in terms of cost or benefits (on an after-tax basis"Equivalent Benefits") than he or she was entitled to receive at the end of the period of coverage, for the duration of the Continuation Period. (ii) If, at or prior to the end of the Continuation Period, the Executive has attained the earliest age for retirement under the Retirement Plan, without regard to any minimum period of service (the "Eligible Age"), he or she shall be entitled to be enrolled at that time or any time thereafter in the Company's retiree health program upon the same terms and conditions as if the Employee Executive had remained employed during the Continuation Period, or if the terms of such program do not permit such enrollment, the Company shall provide Equivalent Benefits which include such retiree coverage. If, at or prior to the end of the Continuation Period, the Executive shall not have attained the Eligible Age, he or she shall be required entitled to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plansforegoing benefits upon attainment of the Eligible Age. If, at the end of a period of months after the Date of Termination equal to the Measuring Continuation Period, the Employee Executive shall not have attained the Eligible Age, he or she will be given the same rights to health care continuation as if the health care continuation coverage rights under the Consolidated Omnibus Reconciliation Act of 1985, as amended or replaced ("COBRA"), would apply as of the end of such Continuation Period, such rights under COBRA to be determined as if the end of such Continuation Period were an event causing the Executive to lose coverage under the Company's health care plan on account of a termination of employment. (iii) All benefits which the Company is required by this Section 6(a) to provide, which will not receiving equivalent benefits from a new employerbe provided by the Company's programs described herein, shall be provided through the purchase of insurance unless the Executive is uninsurable. If the Executive is uninsurable, the Company shall arrange, at will provide the benefits out of its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companygeneral assets.

Other Benefits. The Within 30 days following a Change of Control, whether -------------- or not Executive's employment has been terminated, the Company shall also maintain pay to Executive the following in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay lump sum: i. an amount equal to Employeethe "Target Bonus" under the plan referred to in Exhibit C attached hereto or any successor plan operated by Brylane or any of --------- its affiliates and which is applicable to Executive for the fiscal year in which the Change of Control occurs (in either event, "MIP") (or if Executive's regular contribution title was changed to a level below that of Executive's Current Title within 180 days before the commencement of a Standstill Period, the "Target Bonus" applicable to Executive for the fiscal year in which such change occurred as if he continued to hold Executive's Current Title, if higher); and ii. if Executive is a participant in the Long Range Management Incentive Plan of TJX or any successor plan operated by Brylane of any of its affiliates and in effect at the Change of Control (in either event, "LRMIP") (but specifically excluding any long-range incentive plan which states that its sole or primary purpose is retention), an amount with respect to each Award Period (as that term is defined in LRMIP) for which Executive has been designated as a participant equal to the product of (A) the maximum award payable to Executive for such participation. In the event that the Employee participation in any such Plan is barredAward Period, as designated by the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar 's Compensation Committee under LRMIP (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if Executive's title was changed to a level below that of Executive's Current Title, in the case of an Award Period which commences after such insurance change, the maximum award payable to Executive for such Award Period shall be deemed to be the maximum award payable to Executive for the Award Period which commenced immediately prior to such change, if higher), and (B) a fraction, the denominator of which is not available at a reasonable cost the total number of fiscal years in the Award Period and the numerator of which is the number of fiscal years which have elapsed in such Award Period prior to the CompanyChange of Control (for purposes of this fraction, if the Company shall otherwise provide Change of Control occurs during the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end first quarter of a period fiscal year, then one-quarter of months the fiscal year shall be deemed to have elapsed prior to the Change of Control, and if the Change of Control occurs after the Date first quarter of Termination equal the fiscal year, then the full fiscal year shall be deemed to have elapsed prior to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees Change of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the CompanyControl).

Other Benefits. The In the event that paragraph (c)(1) of this Section 10 applies, the Company shall also maintain in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period pay the cost of months after the Date of Termination equal to the Measuring Period; any properly elected COBRA coverage, (ii) the commencement date pay to you a pro-rata portion of equivalent benefits any bonus described in Section 4 of this agreement for the Employee from a new employer; or Annual Period during which your termination of employment occurs that is based on Company performance (determined based on the number of days during such Annual Period during which you are employed by the Company plus the number of days in the biweekly periods during such Annual Period for which the Company is making Continued Salary Payments) in accordance with the payment timing provisions of Section 4, and (iii) the Employee's normal retirement date under pay for an executive outplacement program of your choice, subject to similar terms and conditions as the Company's Pension Plan’s other executive outplacement program (including a maximum fee of 15% of your total compensation and monthly reports from the outplacement firm of your active job search); provided, after which that only reasonable outplacement services incurred by you and directly related to the terms termination of your employment with the Company shall be reimbursed and, provided further, that such expenses must be incurred no later than the end of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which first calendar year following the Employee is entitled to participate immediately prior to the Date calendar year of Termination; provided that the Employee's continued participation is possible under the general terms and provisions your termination of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participationemployment. In the event that paragraph (c)(1) of this Section 10 applies, all vested stock options granted to you by the Employee participation Company which are not incentive stock options shall, subject to the terms hereof and the agreements evidencing such grants, (i) continue to become exercisable pursuant to the terms thereof and (ii) remain exercisable until the last day in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued final biweekly period for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would Company is making Continued Salary Payments as if you had remained employed by the Company until such date, provided, however, that no option may be exercised beyond the earlier of the latest date upon which the option could have been entitled to receive exercised under such Plan its original terms or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees tenth anniversary of the Company may apply for until original date of grant of the Employee is able to receive equivalent option. Except as otherwise provided herein, all of your remaining benefits from a source other than the Companyshall immediately end upon your termination of employment.

Other Benefits. The Company shall also maintain in full force and effect, for While the continued benefit of Executive is employed during the Employee and his dependents, for a period terminating on the earliest of Term: (i) a period The Executive shall be entitled to participate in all tax-qualified retirement plans of months after the Date of Termination equal Company generally made available to the Measuring Period; Company’s senior executives in the United States and shall be entitled to participate in all fringe benefit and perquisite practices, policies and programs of the Company generally made available to the senior executives of the Company in the United States from time to time, in each case to the same extent, and subject to the same terms and conditions, as applicable to such senior executives of the Company, except as otherwise provided herein. (ii) The Executive and/or the commencement date Executive’s eligible dependents, as the case may be, shall be eligible for participation in all welfare benefit plans, practices, policies and programs provided by the Company, including any medical, prescription, dental, vision, long-term disability, employee life insurance, executive wellness, accidental death and travel accident insurance plans and programs, to the same extent, and subject to the same terms and conditions, as applicable to the senior executives of equivalent benefits the Company, provided that the Executive (and/or the Executive’s eligible dependents, as the case may be), shall be eligible for coverage under the Employee from a new employer; or Company’s medical, prescription and dental plans and programs effective as of the Effective Date without regard to any waiting period that may otherwise apply under such plans and programs. (iii) In each year during the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the CompanyTerm, the Company shall otherwise provide credit the Employee Executive with a Company contribution of at least $50,000 under the Company’s Capital Accumulation Plan (or such greater amount which maximum as may be provided under the terms of such plan), which contributions shall be made (or allocated) at the same time as contributions are made (or allocated) to other senior executives under such plan, subject to the terms and conditions of such plan as in effect from time to time; provided that each such contribution shall be fully vested and nonforfeitable when it is made (or allocated) by the Company. The Executive shall also be provided with a financial planning allowance of $10,000 for each year during the Term. (iv) The Executive shall be entitled to five (5) weeks paid vacation per calendar year, to be scheduled taking into account the business needs of the Company. The Executive shall be entitled to carry over into the next subsequent calendar year no more than one week of unused paid vacation from the immediately preceding calendar year. (v) The Executive shall be provided with relocation benefits in connection with his dependents relocation to the Charlotte, North Carolina area, which benefits shall consist of a miscellaneous expense allowance in the aggregate amount of $90,000, payable within sixty days hereafter, and payment or reimbursement, as applicable, of the expenses of all packing, crating and moving of personal effects and vehicles, all closing costs to purchase a residence in the Charlotte, North Carolina area, and a cash allowance of up to $200,000 for all marketing and customary closing costs (including brokers’ commissions) incurred or reasonably anticipated to be incurred in connection with equivalent benefits the sale of the Executive’s residence in Racine, Wisconsin, payable as and when incurred but not later than the last day of the Term (on an after-tax basissubject to Section 12(l)). The Company shall gross up all relocation allowances and expense reimbursements and payments under this Section 3(e)(v) for all income and employment taxes that the Employee Executive incurs with respect to the above expense payments and reimbursements. (vi) The Company shall not be required to pay any premiums or other charges the Executive’s legal fees incurred in connection with the negotiation and execution of this Agreement, in an amount greater than that not to exceed $50,000, which payment shall be made within thirty (30) days of the receipt by the Company of an invoice for such fees, which the Employee would have paid in order Executive agrees to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, provide the Company shall arrangenot later than December 31, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company2012.

Other Benefits. (i) Except as hereafter noted, during his employment and consultancy, the Executive shall be entitled to continue to participate in all of the Company's employee benefit plans and arrangements in effect on the date hereof in which the Executive now participates (including without limitation each pension and retirement plan and arrangement, supplemental pension and retirement plan, deferred compensation plan, short-term and long-term incentive plan, stock option plan, life insurance and health-and-accident plan and arrangement, medical insurance plan, physical examination program, dental care plan, accidental death and disability plan, survivor income plan, relocation plan, financial, tax and legal counseling programs, and vacation plan). The Company shall also maintain not make any changes in full force and effectsuch plans or arrangements which would adversely affect the Executive's rights or benefits thereunder, for the continued benefit unless such change occurs pursuant to a program applicable to all senior executives of the Employee Company and his dependentsdoes not result in a proportionately greater reduction in the rights of, for or benefits to, the Executive as compared with any other senior executive of the Company. The Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its executives and key management employees, subject to, and on a period terminating on basis consistent with, the earliest terms, conditions and overall administration of (i) a period of months after the Date of Termination equal such plans and arrangements. Except as otherwise specifically provided herein, nothing paid to the Measuring Period; Executive under any plan or arrangement presently in effect or made available in the future shall be in lieu of the salary and consulting fee or bonus payable under subsections (a) and (b). (ii) If, as a result of the commencement Company's retention of the Executive as a consultant, the Executive shall be ineligible to participate in any of the Company's employee benefit plans and arrangements in effect on the date of equivalent hereof in which the Executive now participates, then the 4 consulting fees payable to the Executive pursuant to paragraph 5(a) shall be appropriately increased to enable the Executive to procure (to the extent available) such benefits for at no additional after tax cost to the Employee from a new employer; or Executive. (iii) The foregoing notwithstanding, during the Employee's normal retirement date period of his consultancy the Executive shall not participate in any new awards under the Company's Pension Planstock option, after which stock purchase and restricted stock plans. (iv) Upon the terms termination of the Pension Plan Executive's employment with the Company (other than for death), during the remainder of his life, the Executive and all members of his immediate family shall govern; all insured and self-insured employee benefit plans in which the Employee is be entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company.employee discount cards

Other Benefits. Executive shall be entitled to participate in such term life insurance, basic medical, major medical, dental and other employee benefit plans established by the Company from time to time and generally made available to employees at levels similar to Executive's for which he meets the eligibility requirements. 8. TERMINATION (a) The Company may terminate this Agreement at any time after the first anniversary of the date of commencement of the Employment Period, and for any reason whatsoever (or for no reason), by giving not less than 30 days' prior written notice to Executive. In the event this Agreement is terminated by the Company other than for a reason set forth in Paragraph 8(b) hereof, (i) Executive shall also maintain be entitled to receive his base salary at the rate in full force effect on the date notice of termination is given through the effective date of such termination and effect, any Annual Award or other bonus payment granted through such date which has not yet been paid and (ii) Executive shall continue to receive his base salary and all benefits at the rate in effect on the date notice of termination is given (x) for the continued benefit nine months immediately succeeding the effective date of such termination in the case of a termination which takes effect between the first and second anniversaries of the Employee date of commencement of the Employment Period; and (y) for the six months immediately succeeding the effective date of such termination in the case of a termination which takes effect between the second and third anniversaries of the date of commencement of the Employment Period. 65 3 (b) Notwithstanding anything herein contained to the contrary, if after the date hereof and prior to the end of the Employment Period, (i) either (A) Executive shall be physically or mentally incapacitated or disabled or otherwise unable fully to discharge his dependents, duties hereunder ("Disabled") for a period terminating of ninety (90) consecutive days or for an aggregate of 90 days within any period of twelve consecutive months, (B) Executive shall be convicted of a felony or other crime involving moral turpitude, (C) Executive shall commit any act or omit to take any action in bad faith and to the detriment of the Company or any subsidiary or affiliate of the Company, or (D) Executive shall breach any material term of this Agreement and fail to correct such breach within ten (10) days after receiving notice of the same, then, and in each such case, the Company shall have the right to give notice of termination of Executive's services hereunder as of a date to be specified in such notice (which date may be the date such notice is given), and this Agreement shall terminate on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Perioddate so specified; or (ii) Executive shall die, then this Agreement shall terminate on the commencement date of equivalent benefits Executive's death. If this Agreement is terminated by the Company for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms any of the Pension Plan reasons set forth in this Paragraph 8(b), Executive or his estate, as the case may be, shall govern; all insured and self-insured employee benefit plans in which the Employee is be entitled to participate immediately prior receive his base salary at the rate in effect on the date notice of termination is given or the date of Executive's death, as the case may be, to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (date on which termination shall take effect and any applicable funding mediaAnnual Award or other bonus payment granted through such date which has not been paid; Provided, however, that if Executive is Disabled, the amount payable to Executive pursuant to this Paragraph 8(b) and the Employee continues to pay shall be reduced by an amount equal to Employee's regular contribution for the amounts, if any, to which he is entitled with respect to such participationperiod pursuant to any insurance or other plan established by the Company in which he is a participant. In 9. CONFIDENTIALITY (a) Beginning on the event that date hereof, and at any time hereafter, executive shall treat as confidential any proprietary, confidential or secret information relating to the Employee participation in business or interests of the Company or any such Plan is barred, subsidiary or affiliate of the Company, at its sole cost and expenseincluding, shall arrange to have issued for without limitation, the benefit organizational structure, operations, business plans or technical projects of Employee and his dependents individual policies the Company or any subsidiary or affiliate of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, and any research datum or result, invention, trade secret, customer list, process or other work product developed by or for the Company shall otherwise provide or any subsidiary or affiliate of the Employee Company, whether on the premises of the Company or elsewhere ("Confidential Information"). Beginning on the date hereof, and his dependents with equivalent benefits (on an after-tax basis) and the Employee at any time hereafter, Executive shall not be disclose, utilize or make accessible in any manner or in any form any Confidential Information other than in connection with performing the services required of him under this Agreement, without the prior written consent of the Company. Notwithstanding the foregoing, the provisions of this Paragraph 9(a) shall not apply to pay any premiums proprietary, confidential or secret information or other charges in an amount greater than that research datum or result, invention, trade secret, customer list or work product which the Employee would have paid in order to participate in such Plans. Ifis, at the end commencement of this Agreement or at some later date, publicly known under circumstances involving no breach of this Agreement or is lawfully and in good faith made available to Executive by a period third party under no obligation of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyconfidentiality with respect thereto.

Other Benefits. The Company Employer shall also maintain in full force and effect, for and Employee shall be entitled to continue to participate in, all of Employer's employee benefit plans and arrangements in effect on the continued benefit date hereof in which Employee participates; or such other plans or arrangements that would provide Employee with substantially equivalent benefits thereunder (including without limitation each pension and retirement plan and arrangement, supplemental pension and retirement plan and arrangement, stock option plan, life insurance plan and arrangement, health and accident plan and arrangement, medical insurance plan and arrangement, disability plan and arrangement, survivor income plan and arrangement, relocation plan and vacation plan) (the "Employee Benefit Plans"); provided, however, that this Section 5 shall not apply to any of Employer's Incentive Compensation Plan(s). Employer shall not make any changes in such plans or arrangements which would adversely affect Employee's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all employees or executives of the Employer and does not result in a proportionately greater reduction in the rights of or benefits to the Employee as compared with any other employee or executive of the Employer. Employee shall be entitled to participate in and his dependentsreceive benefits under any Employee Benefit Plan or arrangement made available by Employer in the future to its employees, executives or key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Employee pursuant to Section 3.1 hereof or pursuant to an Incentive Compensation Plan as provided in Section 4 hereof. Any payments or benefits payable to the Employee hereunder with respect to any calendar year during which Employee is employed by Employer for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which he is employed; provided, however, benefits or payments payable to Employee under any life insurance plan or arrangement, health and accident plan or arrangement or disability plan or arrangement shall be payable on behalf of Employee by Employer for a period terminating on the earliest of six (i6) a period of months after the Date termination of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyemployment hereunder.

Other Benefits. The Company (a) During the Consulting Period, the Employers shall also maintain in full force provide continued life, medical, long-term disability and effect, dental coverage substantially identical to the then-current coverage maintained by the Employers for the continued benefit full time employees of the Employee Association. In the event of the Executive's death during the Consulting Period, the Employers shall, through January 7, 2008, provide to the Executive's spouse continued medical and his dependentsdental coverage substantially identical to the then-current coverage maintained by the Employers for the full time employees of the Association. After the Consulting Period, for the Executive shall be permitted to participate as a period terminating retiree in the Association's group medical insurance plan on the earliest same terms and conditions as all other retired Association employees. (b) Within 30 days of (i) a period of months after the Date of Termination equal Retirement Date, Employers shall transfer title and ownership to the Measuring Executive of the 2003 Ford Expedition automobile which is currently leased by the Employers and provided to the Executive for his use. (c) In light of the Consulting Fee which is to be paid to the Executive, the parties agree that the Executive will not receive fees for his service as a director during the Consulting Period; (ii) . The Executive will be entitled to all other benefits afforded to other directors, including continued participation and vesting in the commencement date of equivalent benefits for Company's stock option plan and recognition and retention plan. The parties acknowledge and agree that there are currently 10,316 restricted stock awards which have been previously granted to the Employee from a new employer; or (iii) the Employee's normal retirement date Executive under the Company's Pension 1997 Recognition and Retention Plan (the "Plan, after ") which vest on an installment basis over the next three years in accordance with the terms of the Pension Plan grant. The parties agree that Executive's service on each vesting date as a Non-Employee Director of the Company shall govern; all insured and self-insured employee benefit plans satisfy the service requirements set forth in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participationPlan. In the event that of the Employee participation in any such Plan is barredExecutive's death prior to the vesting of the restricted stock awards, the Company, at its sole cost parties acknowledge and expense, shall arrange to have issued for agree that any remaining unvested awards will vest upon the benefit of Employee Executive's death and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost will promptly be delivered to the CompanyExecutive's estate or designated beneficiary. (d) The Employers agree to indemnify, defend and hold the Company shall otherwise provide Executive harmless against any judicial or administrative proceeding, or threatened proceeding, whether civil or criminal, against the Employee and his dependents with equivalent benefits (on Executive arising out of the Executives position as an after-tax basis) and employee, officer and/or director of the Employee shall not be required Employers to pay any premiums the fullest extent authorized by the Employers charter, bylaws or other charges in an amount greater than that which governing instrument and applicable law and regulations. If Executive wishes to claim indemnification under this Agreement he shall upon learning of such claim, action or proceeding promptly notify Employers thereof. Employers shall have the Employee would have paid in order right at their own expense to participate in such Plans. If, at assume the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companydefense thereof.

Other Benefits. The Company shall also maintain in full force and effect(a) During the term hereof, for the continued benefit of the Employee (and his dependents, for a period terminating on the earliest of (idependents where applicable) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is be entitled to participate and shall be included in any employee benefit plans, including but not limited to, any group health and life insurance, disability insurance, pension, profit-sharing, deferred compensation or similar plans of Company now existing or established hereafter, on a basis which is no less favorable than the participation made available to the most senior executive officer of the Company. (b) During the term hereof, Employee shall be entitled to the stock option benefits described in Section 4 hereof. (c) During the term hereof, Employee shall be entitled to six (6) weeks of vacation each contract year during which time his compensation shall be paid in full. (d) During the term hereof, Company shall provide Employee with an automobile of Employee's choice and shall pay for all expenses in connection therewith, including but not limited to all insurance, repairs, maintenance, gas, oil and mobile telephone. Employee may, at his election, purchase the automobile from Company at the automobile's fair market value, which fair market value shall be deemed to be the value set forth in the Xxxxx Blue Book. Company, however, shall pay for such automobile expenses whether Employee or Company owns the automobile. (e) During the term hereof, Company shall pay all expenses incurred in connection with the performance of Employee's duties hereunder or in promoting the business of the Company, including without limitation business-related entertainment expenses. Further, Company shall reimburse Employee for all other out-of-pocket expenses, including air and ground transportation, lodging and other travel expenses, incurred by Employee in connection with the performance of Employee's duties hereunder or to promote the business of the Company on the same basis and to the same extent as provided to Employee immediately prior to the Date execution of Termination; provided that this Agreement. (f) Company and Employee hereby reaffirm the Registration Rights Agreement, dated October 18, 1993, pursuant to which the Company grants Employee full "piggy back registration rights" and limited demand registration rights with respect to any and all of the Common Stock of the Company ("Common Stock") owned by the Employee's continued participation . (g) Company shall pay all expenses of Employee (including without limitation all legal, accounting and financial planning fees and expenses) in connection with this Agreement. (h) During the term hereof, Employee shall receive, at his election, an "Executive Producer" credit (equal in all respects to best producer or similar credit provided any other individual) on each entertainment or talk-oriented programming produced or co-produced by Company consistent with past practices. Employee is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues required to pay an amount equal any amounts required by Federal, state or local tax law with respect to Employee's regular contribution for such participation. In the event that the benefits paid to Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph Section 3.2 and the Company may withhold such amounts from the salary or other cash compensation payable to Employee hereunder; provided, however, that, at the election of Employee, such amounts may be paid in shares of Common Stock which have been registered under the Securities Act of 1933 (ethe "Act") if such participation were not barred or, if such insurance is not available at a reasonable cost in the opinion of counsel to the Company, the Company shall may otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyfreely traded.

Other Benefits. The Company Pxxxxx shall also maintain in full force be entitled to receive all benefits and effectother perquisites that may be offered by the Employers to their senior executives as a group, for the continued benefit of the Employee and his dependentsincluding, for a period terminating on the earliest of (i) a period participation in the various employee benefit plans or programs provided to senior executives of months after Employers in general (including life insurance and disability insurance programs), subject to meeting the Date eligibility requirements with respect to each of Termination equal to the Measuring Period; such benefit plans or programs, (ii) the commencement date of equivalent benefits for the Employee from a new employer; or tax/financial planning assistance, (iii) on-line and interline, positive space travel privileges, (iv) participation in Employers’ severance payment policies or plans for executives in general, provided that the Employee's normal retirement date under form and timing of any payment of such severance shall be that as set forth herein and not in any other such policy or plan unless such policy or plan specifically (citing this Section and Section 7.8 hereof) provides otherwise, and (v) participation in Employers’ retiree medical insurance programs, subject to meeting the Company's Pension Planeligibility requirements of such programs. In addition, the Employers shall reimburse Pxxxxx for membership fees and dues for up to two (2) clubs that Pxxxxx may choose to join, in his sole discretion. However, nothing in this Section 3.8 shall be deemed to prohibit Employers from making any changes in any of the plans, programs or benefits described herein, provided the change similarly affects all senior executives of Employers. Reimbursement of club membership fees and dues shall be made as soon as practicable after the request (accompanied by appropriate documentation) for reimbursement is received by the Employers, but in no event later than the last day of the calendar year next following the calendar year in which the fees and dues are incurred. Except as provided in Article 4, the benefits described in the preceding paragraph shall only be provided during the Employment Period, except with respect to the benefit described in clause (v), which shall be provided following the expiration of the Employment Period, subject to the terms of such programs and Pxxxxx meeting the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions eligibility requirements of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyprograms.

Other Benefits. (a) During the term of this Agreement, the Executive shall be entitled to receive vacation time in an amount equal to other executives of the Company at levels comparable to the Executive, but in no event less than four (4) weeks paid vacation time per annum and such other benefits, including, subject to meeting standard eligibility requirements, participation in any 401(k) plan in which the Company's Executives are eligible to participate, customary medical insurance and continuing education benefits, as are from time to time made available to other similarly situated employees of the Company on the same terms as are available to such similarly situated Executives, it being understood that the Executive shall be required to make the same contributions and payments in order to receive any of such benefits as may be required of such similarly situated Executives. In addition, the Executive shall receive an automobile allowance of seven hundred fifty dollars ($750) per month during the term of this Agreement. If the Executive transfers his principal place of residence during the term of this Agreement closer to his principal office location he shall be reimbursed for the reasonable costs associated with that move, such as costs of shipping furniture and other personal property, sales commissions, customary closing costs, and other costs typically reimbursed to senior executives. In addition, the Company shall "gross-up" the reimbursement to compensate the Executive for the actual tax effect of such reimbursement. (b) The Company shall also maintain in full force and effect, for has granted or agreed to grant the continued benefit Executive options to purchase 400,000 shares of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the EmployeeCompany's normal retirement date Common Stock under the Company's Pension Plan, after which 1994 Equity Incentive Plan and the terms Company or its subsidiaries may grant the Executive additional warrants or options under this plan or otherwise (such options or warrants are collectively referred to as the "Options"). If the Company terminates the employment of the Pension Plan Executive for any reason other than Due Cause as defined in paragraph 6.3 of this Agreement, or the Executive terminates his employment pursuant to a Change of Control or for Good Reason, any remaining unvested Options then held by Executive shall govern; all insured become immediately vested and self-insured employee benefit plans in which exercisable and shall be amended to remain exercisable for the Employee is entitled to participate immediately prior to remainder of their original term or shall be replaced by warrants or options with such revised terms and the Date of Termination; provided that the Employee's continued participation is possible shares issuable under the general terms Options shall be registered under the Securities Act of 1933 and provisions of listed on the New York Stock Exchange or such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, other exchange as the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance 's Common Stock is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companythen traded.

Other Benefits. The Company During the Term, Employer shall also maintain in full force and effect, for provide the continued benefit of the following benefits to Employee: (a) Employee and his dependents, for shall be elected to a period terminating seat on the earliest Board of Directors of Employer but shall not, however, be entitled to any additional compensation for such service; (ib) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is be entitled to participate immediately prior to in all group medical and hospitalization benefit programs, dental care, sick leave, life insurance or other benefit plans for highly compensated employees of Employer as are now or hereafter provided by Employer or any Affiliate, in each case in accordance with the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions conditions of each such Plans plan and benefit package; (and c) Employee shall be provided with the use of automobiles at least comparable to any applicable funding media) and the Employee continues to pay an amount equal automobile currently provided to Employee's regular contribution , and Employer shall pay for the cost of all insurance, ad valorem taxes and tag charges for such participation. In automobile and all operating and maintenance charges for such automobile; (d) Employee shall be provided with the event that the Employee participation in any such Plan is barred, the Companyuse of a car or mobile telephone, at its sole no cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph Employee; (e) if Employer shall reimburse Employee for dues paid by Employee for membership in such participation were not barred orprofessional organizations and eating clubs as shall, if from time to time, be deemed appropriate and necessary by Employee; and (f) Employee shall, at all times, have available to him an expense account to defray ordinary and necessary business expenses incurred in the performance of his duties hereunder. Employee shall be reimbursed for such insurance is not available at a reasonable cost to the Companyexpenses upon presentation and approval of expense statements or written vouchers or other supporting documents as may be reasonably requested in advance by Employer, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee which approval shall not be required unreasonably withheld or delayed. The benefits described in subparagraph (b) of this Paragraph shall not be construed to pay require Employer to establish any premiums such plans or other charges programs or to prevent Employer from modifying or terminating any such plans or programs, and no such action or failure thereof shall affect this Agreement; provided, however, that in an amount greater than that which the Employee would have paid event of any reduction in order to participate the group medical and hospitalization benefits in such Plans. If, at place as of the end of a period of months after the Date of Termination equal to the Measuring Perioddate hereof, the salary payable to Employee is not receiving equivalent benefits from a new employershall be increased, as of the Company shall arrangeeffective date of such reduction, at its sole cost and expense, by that amount necessary to enable Employee to convert supplement the Employee's and his dependents' coverage under such Plans benefits provided by Employer to individual policies or programs upon maintain the same terms as employees level of the Company may apply for until the Employee is able benefits currently provided to receive equivalent benefits from a source other than the Companyhim by it.

Other Benefits. a. The Executive shall be entitled to participate on the same basis as similarly situated active executives in the Company's group health, dental and vision plans, or the Company shall also maintain in full force and effectmake available comparable benefits, for the continued (but not any other welfare benefit of the Employee and his dependentsplans or any retirement plans, except as described below) for a period terminating on of three (3) years following a termination of employment described in Section 2.1 (provided that the earliest of (i) a period of months after the Date of Termination equal coverage provided under this Section 2.4a is subject to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date any limitations under the Company's Pension Plan, after which the terms of any applicable contract with an insurance carrier or third party administrator), except that such coverage shall expire if the Pension Plan Executive becomes eligible for coverage under a plan of another employer. Nothing herein shall govern; all insured be deemed to restrict the right of the Company to amend or terminate any such plan in a manner generally applicable to similarly situated active executives of the Company and self-insured employee benefit plans its affiliates, in which event the Employee is Executive shall be entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms basis (including payment of applicable contributions) as employees similarly situated active executives of the Company may apply and its affiliates. b. The Executive shall be entitled to reimbursement for until actual payments made for professional outplacement services, not to exceed 15% of base salary at the Employee date of termination of employment. c. In determining the Executive's pension benefit under this provision, the Executive will be deemed to have accrued additional continuous service, benefit service and final average pay up through the date he/she would have satisfied the rule of 75 (the "CIC Accrued Benefit"). The CIC Accrued Benefit will be payable from the Hughes Salaried Employees Excess Benefit Plan (the "Xxxxss Plan") and will be present valued to his/her actual date of termination of employment using a rate of 6.5% or the GATT interest rate whichever is able to receive equivalent greater. In addition, the CIC Accrued Benefit shall be deemed eligible for "COLA" benefits from a source other than under the CompanyExcess Plan.

Other Benefits. The Company (A) If Employee had insurance coverage under the Employer’s health and/or dental insurance plan(s) on the Separation Date, Employee may elect to continue such health and/or dental insurance coverage(s) for Employee and Employee’s eligible dependents pursuant to and subject to the health care continuation provisions of federal law, 29 U.S.C. §§ 1161-1169 (“COBRA”). If Employee had insurance coverage under the Employer’s health and/or dental insurance plan(s) on the Separation Date, the Employer will mail or has mailed to Employee appropriate information and forms regarding election of continuation insurance coverage under COBRA. If Employee elects to continue such coverage(s), Employee shall, except as provided in Subsection 2(B) of this Agreement, be responsible during the applicable continuation period allowed by “COBRA” — normally eighteen (18) months — for paying 100% of the cost of such coverage(s). If Employee elects to continue such coverage(s), Employee shall also maintain in full force and effect, for the continued benefit pay an administrative fee of two percent (2%) of the cost of such coverage(s) during the applicable continuation period. If Employee and his (or any of Employee’s dependents) at any pertinent time becomes ineligible for continuation coverage under COBRA or further continuation coverage under the provisions of the Employer’s plan(s) consistent with COBRA, for a period terminating on then the earliest of Employer shall be excused from any further obligation under this subsection to Employee (i) a period of months after the Date of Termination equal or to the Measuring Period; dependent(s) of Employee thus becoming ineligible for COBRA continuation coverage, as the case may be). (iiB) the commencement date of equivalent benefits for the Employee acknowledges and agrees that accrued but unused paid time off entitlements due from a new employer; Employer to Employee, if any, less applicable withholdings, will be paid to Employee by Employer by May 14, 2004. (C) Employee may exercise any stock options previously awarded to Employee by Employer and which have previously vested or (iii) the Employee's normal retirement date under the Company's Pension Planwill vest on or before April 23, after which 2004 in accordance with the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding mediaplan document(s) and the terms of such options, if employee chooses to do so. (D) Employee continues agrees to pay an amount equal to Employee's regular contribution submit any claims Employee may have for reimbursement of expenses by the date Employee signs this Agreement or forty days after the Separation Date, whichever is later. The Employer will reimburse Employee for such participation. In expenses to the event extent that the expenses claimed are proper and allowable under the Employer’s applicable policies. Employee participation in understands and agrees that any such Plan expenses not submitted by Employee for reimbursement by the date Employee signs this Agreement or forty days after the Separation Date, whichever is barredlater, will be disallowed and not reimbursed by the Company, at its sole cost and expense, shall arrange Employer. (E) Employee agrees to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost return to the CompanyEmployer, within five (5) days after the Company shall otherwise provide effective date of this Agreement as specified in subsection 4(B), any and all tangible property, data and information of any kind that belongs to the Employee Employer, including but not limited to documents, records and his dependents with equivalent benefits data in whatever format possessed or controlled, manuals, books, files, keys, credit cards, access cards, cellular telephones, personal electronic data devices, pagers, identification cards, materials, supplies, computer equipment and software, data storage disks and other media, and electronic transmissions and data whether or not now located or stored on or off the Employer’s property, premises or storage media. (on an after-tax basisF) and the Employee The Employer shall not be required to pay any premiums of Employee’s membership dues or other charges regarding any professional organizations or country clubs after April 23, 2004. (G) All other benefits, and the continuation or cessation thereof, shall be handled, addressed and administered in an amount greater than that which accordance with the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the CompanyEmployer’s plans, policies and procedures in effect on April 23, 2004.

Other Benefits. The Company shall also maintain in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period During the Employment Period and thereafter: (A) the Executive shall be entitled to participate in all applicable incentive, savings and retirement plans, practices, policies and programs of months after the Date of Termination equal Company to the Measuring Period; same extent as other senior executives (iior, where applicable, retired senior executives) of the Company, and (B) the commencement date of equivalent Executive and/or the Executive's eligible dependents, as the case may be, shall be eligible for participation in, and shall receive all benefits for under, all applicable welfare benefit plans, practices, policies, and programs provided by the Employee from a new employer; or Company, other than severance plans, practices, policies and programs but including, without limitation, medical, prescription, dental, disability, salary continuance, vacation pay (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms current accrual policies such that 1999 vacation shall be earned by virtue of completion of the Pension Plan shall govern; Employment Period as of December 31, 1998), employee life insurance, group life insurance, accidental death and travel accident insurance plans and programs, and, upon retirement, all insured and self-insured employee applicable retirement benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that same extent, and subject to the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) same terms, conditions, cost-sharing requirements and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barredlike, as other senior executives of the Company, at its sole cost and expense, shall arrange as such plans may be amended from time to have issued for time. (ii) During the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the CompanyEmployment Period, the Company Executive shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, one or more supplemental executive retirement plans as may be adopted and amended by the Compensation Committee from time to time ("SERPS") such that the aggregate value of the retirement benefits that he and his beneficiaries will receive at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage Employment Period under such Plans to individual policies or programs upon the same terms as employees all pension benefit plans of the Company may apply for until the Employee is able to receive equivalent benefits from a source other and its affiliates (whether qualified or not) will be not less than the Companybenefits he would have received had he continued, through the end of the Employment Period, to participate in the Xxxx Atlantic Cash Balance Plan and the Xxxx Atlantic Senior Management Retirement Income Plan (collectively, the "Company Plans"), as in effect immediately before the Effective Time. (iii) In consideration of Executive's agreement to retire at the end of the Employment Period, rather than at a later date, the Board shall give consideration to any impairment of compensation or awards that Executive may incur by reason of retiring at that time and to the extent that the Board reasonably determines that such an impairment has occurred, shall, on or before the date of Executive's retirement, undertake to eliminate any such impairment in such manner as the Board then deems appropriate.

Other Benefits. The Company shall also maintain in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period During the Employment Period and thereafter: (A) the Executive shall be entitled to participate in all applicable incentive, savings and retirement plans, practices, policies and programs of months after the Date of Termination equal Company to the Measuring Period; same extent as other senior executives (or, where applicable, retired senior executives) of the Company, and (B) the Executive and/or the Executive's eligible dependents, as the case may be, shall be eligible for participation in, and shall receive all benefits under, all applicable welfare benefit plans, practices, policies, and programs provided by the Company, other than severance plans, practices, policies and programs but including, without limitation, medical, prescription, dental, disability, salary continuance, employee life insurance, group life insurance, accidental death and travel accident insurance plans and programs, and, upon retirement, all applicable retirement benefit plans to the same extent, and subject to the same terms, conditions, cost- sharing requirements and the like, as other senior executives of the Company, as such plans may be amended from time to time. (ii) During the commencement date Employment Period, the Executive shall participate in one or more supplemental executive retirement plans as may be adopted and amended by the Compensation Committee from time to time ("SERPS") such that the aggregate value of equivalent the retirement benefits for that he and his beneficiaries will receive at the Employee from a new employer; end of the Employment Period under all pension benefit plans of the Company and its affiliates (whether qualified or not) will be not less than the benefits he would have received had he continued, through the end of the Employment Period, to participate in the NYNEX Management Pension Plan, NYNEX Senior Management Non-Qualified Defined Contribution Pension Plan (Executive Retirement Account Plan), NYNEX Senior Management Non-Qualified Supplemental Savings Plan, (collectively, the "NYNEX Plans"), as in effect immediately before the Effective Time. (iii) During the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the CompanyEmployment Period, the Company shall otherwise provide the Employee and Executive with life insurance coverage (the "Life Insurance Coverage") issued by Metropolitan Life Insurance Company (or a comparable insurance carrier) providing a death benefit to such beneficiary or beneficiaries as the Executive may designate of not less than five (5) times his dependents with equivalent benefits Annual Base Salary which has a cash value feature which accumulates over a fifteen (on an after-tax basis15) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, year period at the end of a which period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert recovers the Employee's and his dependents' coverage under premiums which it has paid into any policy or policies providing such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the CompanyLife Insurance Coverage.

Other Benefits. The Company (a) A Participant entitled to Severance Pay pursuant to Section 3.2 shall also maintain in full force and effect, for be entitled to continue during the continued benefit of applicable Severance Period the Employee and his dependents, for a period terminating on the earliest of following additional benefits: (i) a period continued participation for him or her (and for his or her eligible dependents) in the Company’s health and life insurance benefit plans on the same basis (including payment of months after the Date of Termination equal contributions) as apply to active employees from time to time; provided that this coverage shall terminate prior to the Measuring Periodend of the Severance Period when the Participant (or his or her eligible dependents, as applicable) becomes entitled to health and life insurance benefit plan coverage (whether or not comparable to plans of the Company) from any successor employer; and (ii) if the commencement date cash credits portion of equivalent benefits for the Employee from a new employerDirected Executive Compensation program is available to the active employees at the Participant’s Executive level, the continuation of Directed Executive Compensation monthly cash payments; or and (iii) if financial planning services are available to the Employee's normal retirement date under active employees at the Company's Pension PlanParticipant’s Executive level, after which the terms an annual payment for each calendar year of the Pension Plan shall govern; all insured and self-insured employee benefit plans Severance Period in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution the maximum annual reimbursement to which Executive was entitled at the Eligible Separation from Service. The annual payment shall be made on the last paycheck of each calendar year ending during the Severance Period, and the last such payment shall be made on the last day of the Severance Period. Such annual payment shall be prorated by months in each calendar year of the Severance Period. The prorated amount for each calendar year shall be the amount of such participationannual payment multiplied by a fraction, the numerator of which is the number of months in the applicable calendar year of the Severance Period and the denominator of which is 12. Neither Executive nor his dependents shall be eligible for continued participation in any disability income plan, travel accident insurance plan or tax-qualified retirement plan. Nothing herein shall be deemed to restrict the right of the Company to amend or terminate any plan in a manner generally applicable to active employees. (b) The Severance Period and the period of continuation coverage to which the Participant is entitled under Section 601 et seq. of ERISA (the “COBRA Continuation Period”) shall be co-extensive. In the event that the Employee participation in any such Plan Severance Period is barredless than the COBRA Continuation Period, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee Participant (and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basisor her eligible dependents) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, may at the end of the Severance Period elect COBRA coverage for the remaining balance of the COBRA Continuation Period. (c) Eligible Participants shall be entitled to outplacement counseling with an outplacement firm of the Company’s selection, for a period of not to exceed six months after the Date termination of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyemployment.

Other Benefits. (a) The Executive is a participant in Company benefit plans, including, without limitation, the plans listed in Exhibit B attached hereto and shall also maintain continue to participate in such plans through the Resignation Date. This Agreement shall not change the terms of such plans or the benefits earned by or due to the Executive thereunder for services rendered to the Company through the Resignation Date. The benefits earned by or due to the Executive in accordance with the terms of such plans shall be paid or provided by the Company or such plans (as the case may be) when due (whether such due date is on, before or after the Resignation Date), and full force payments and effect, for the continued benefit provision of benefits shall discharge fully all obligations of the Employee Company and his dependents, for a period terminating on such plans with respect to the earliest Executive's benefits under such plans. Following the Resignation Date and through the earlier of (i) a period of months after the Date of Termination equal to the Measuring Period; December 31, 2003 and (ii) with respect to any individual type of benefit or benefit plan, the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after on which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee Executive is entitled to a comparable benefit or to participate immediately prior in a comparable benefit plan through a subsequent employer, the Company shall provide the Executive with benefits comparable to the Date of Termination; provided that Company benefit plans, including those listed in Exhibit B, in the Employee's continued participation is possible under same manner and on the general same terms as if the Executive remained employed by the Company during such period, and provisions of reflecting any enhancements or supplements to such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for benefits adopted during such participationperiod. In the event that the Employee Company is unable to provide the Executive with participation in any such Plan is barredthe relevant plans or in comparable supplementary benefit plans, the Company, at its sole cost and expense, Executive shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been be entitled to receive a lump sum cash payment equal to the cash equivalent of such benefits, plus an amount sufficient to cover any income taxes payable on such lump sum payment to the extent that the associated benefit would not have been taxable to the Executive had he remained an employee of the Company. (b) The Executive shall be credited with service for all purposes through December 31, 2003 under the Company Investment Plan, the Viacom Investment Plan Excess Plan, the Company Pension Plan, the Company Excess Pension Plan and any and all other retirement plans of the Company in which he participates as of the Interim Effective Date and, to the extent that any of the additional benefits that would result from such Plan additional credited service may not be provided pursuant to any such plan, such benefits shall be provided pursuant to an existing supplementary arrangement or Plans a supplementary arrangement established for purposes of this Agreement. (c) On the Resignation Date, the Executive shall be provided with any additional service credit necessary to provide him with 20 years of service credit for all purposes under any Company benefit plan in which 20 years of service credit would result in (i) any right to an unreduced pension, (ii) eligibility for any additional form of benefit, or (iii) any other material additional benefit. (d) In addition to the foregoing, the Company agrees that, beginning on the Resignation Date: (i) The Company shall provide the Executive, through December 31, 2003 (or, if earlier, until the Executive secures full-time employment, other than self- employment (which shall mean employment by himself or by an entity controlled by the Executive or his family pursuant to which he provides services to no other single person or entity on a full time basis), with a new employer), with an office, comparable in both quality and size to the office the Executive has had prior to the Interim Effective Date, at a location of the Executive's choosing in midtown Manhattan, subject to the Company's approval, which approval shall not unreasonably be withheld. The Company shall bear the cost of relocating the Executive's office effects to the new office and provide furniture and equipment comparable to that in his present office. During the period in which the company is providing the Executive with an office pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the CompanySection 2(d)(i), the Company also shall otherwise provide the Employee and Executive with a secretary, who may be his dependents with equivalent benefits current secretary or another secretary of his choosing. (on an after-tax basisii) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the The Company shall arrange, at its sole cost promptly reimburse the Executive for legal fees and expense, to enable Employee to convert other expenses reasonably incurred by him in connection with the Employee's preparation of this Agreement and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyadvice related thereto.

Other Benefits. The (a) During the Employment Period, the Company shall also provide the Executive and maintain in full force on the Executive's behalf, or reimburse the Executive for carrying comprehensive medical insurance, disability insurance and effect, for life insurance of $250,000 on the continued benefit life of the Employee and his dependentsExecutive. In addition, for a period terminating on the earliest of (i) a period of months after Executive shall have the Date of Termination equal right to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under participate in the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued other programs for the benefit of Employee employees in accordance with their terms and as the same may be amended from time to time. (b) The Executive shall be eligible to participate in the Company's stock option program. As of the date of this Agreement, the Executive shall receive options to purchase 250,000 shares of the Company's common stock, at a strike price equal to the fair market value of the Company's common stock on the date of Executive's commencement of employment hereunder determined by the Board or Compensation Committee thereof, exercisable after they are vested and prior to ten years from the date hereof, with half of the options vesting after 18 months of full-time employment and the remainder vesting ratably quarterly over the remaining 18 months subject to his dependents individual policies commencement of insurance providing benefits substantially similar full-time employment on or prior to September 25, 2002. The other terms of such options shall be governed by the Company's standard stock option agreement to be entered into upon commencement thereof, which will incorporate the terms established by the Company's stock option plan as the same may be amended from time to time provided that, notwithstanding such stock option terms if any to the contrary, the Executive's options to the extent not vested shall vest upon a termination of employment pursuant to Section 3.01(d), or Section 3.03 or Section 3.04, but be exercisable during the post employment period established by such terms to be adopted. (c) The Company shall pay to or on an after-tax basisbehalf of the Executive a monthly automobile allowance of $675. (d) to those which the Employee would have been The Executive shall be entitled to receive under such Plan six weeks of paid vacation in each calendar year. The Executive shall also be entitled to the same standard paid holidays given by the Company to senior executives generally, all as determined from time to time by the Board or Plans pursuant appropriate committee thereof. Vacation time shall cumulate and carry forward from year to this Paragraph year provided that the Executive shall not be entitled to more than six weeks of vacation in any one year without the permission of the Compensation Committee and provided that the Executive shall coordinate his vacation schedule with the Chief Executive Officer and President. (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to The Company shall reimburse the Executive for travel or other expenses or disbursements reasonably incurred or made by him in connection with the Company, 's business during the Company Employment Period upon receipt of reasonable documentation thereof. (f) The benefits set forth in this Section 2.03 shall otherwise provide be collectively referred to as the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company`Benefits."

Other Benefits. The Company During the term of this agreement, the Companies shall also maintain in full force provide to the Executive and effect, for his eligible dependents at the continued benefit expense of the Employee Companies individual or group medical, hospital, dental, and his dependentslong-term disability insurance coverages and group life insurance coverage, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal in each case at least as favorable as those coverages which are provided to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms other senior executives of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which Companies. During the Employee is entitled to participate immediately prior to the Date term of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barredthis agreement, the Company, at its sole cost and expense, Executive shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been be entitled to receive under a monthly automobile allowance from the Companies in the amount of Eight Hundred Dollars ($800.00) and to financial and tax planning services in accordance with the current policies and practices of the Companies for its senior executives. During the term of this agreement, the Companies shall pay an initiation fee and the monthly dues and assessments necessary to provide and maintain for the Executive a social membership in a country club or social club in the Denver, Colorado, metropolitan area selected by the Executive; usage charges (such Plan as but not limited to charges for meals) imposed by such club shall be paid or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost reimbursed to the CompanyExecutive to the extent they fall within the scope of Paragraph 6 and shall be paid by the Executive without right of reimbursement to the extent they are personal in nature. During the term of this agreement, the Company Executive also shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order entitled to participate in such other benefit plans or programs which the Companies from time to time may make available to their employees generally (except such programs, such as the 1996 Employee Stock Purchase Plan of CSGS, in which executive officers of CSGS are not eligible to participate because of securities law restrictions). The Stock Incentive Plans of CSGS are administered by the Compensation Committee of the Board, and such Committee has sole authority to make grants to the Executive under such Plans. IfThe Companies agree that (i) promptly after the Executive commences his employment with the Companies pursuant to this agreement, the Committee shall grant to the Executive a restricted stock award under the 1996 Stock Incentive Plan of CSGS covering 75,000 shares of the Common Stock of CSGS, (ii) if the Executive is employed by the Companies on July 1, 2005, the Committee shall grant to the Executive an additional restricted stock award under such Plan covering 75,000 shares of the Common Stock of CSGS, and (iii) if the Executive is employed by the Companies on December 31, 2005, the Committee shall grant to the Executive an additional restricted stock award under such Plan covering 50,000 shares of the Common Stock of CSGS. The vesting of the shares covered by such restricted stock awards will be at the end rate of 25% of the shares covered by an award on each of the first four anniversaries of the award date if the Executive is then employed by the Companies but with the immediate vesting of any unvested shares covered by such restricted stock awards upon a Change of Control; however, such grants and their respective vesting schedules will not in any way obligate the Companies to continue the employment of the Executive in any capacity or for any particular period of months after time or be deemed to extend the Date term of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companythis agreement.

Other Benefits. The Company shall also maintain in full force and effect, In further consideration for the continued benefit promises of the Employee set forth herein, Reliant agrees as follows: a. Reliant shall continue to provide to Employee and his dependentsdependents medical and dental coverage under Reliant’s group plan subject to the terms of the applicable policies that Reliant may have in place from time to time, for a period terminating all at no cost to Employee. Reliant’s obligation to provide such coverage shall expire on the earliest earlier of (i) a period of months after the Date of Termination equal to the Measuring Period; April 30, 2008 and (ii) the commencement date Employee becomes covered under any other primary health plan or policy. Reliant shall make all premium payments on behalf of equivalent benefits for Employee and his dependants directly to the insurance provider. Upon expiration of Reliant’s obligation under (i) above, Employee from a new employer; or shall be entitled to elect to continue medical and/or dental insurance coverage under Reliant’s group plan then in effect at the time at his own expense pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms “COBRA”). b. As of the Pension Termination Date, Employee will have a total of (i) 150,000 vested options to purchase Reliant common stock (the “Vested Options”), all of which have an exercise price of $20.00/share and (ii) 1,250 vested shares of restricted stock. All of Employee’s options and shares of restricted stock shall continue to be governed by the Reliant Pharmaceuticals, Inc. 2004 Equity Incentive Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) as amended), and the Employee continues agreements pursuant to pay an amount equal to which such options and restricted stock was granted, except as otherwise provided in this Agreement. In accordance with such Plan and relevant agreements, (i) all of Employee's regular contribution for such participation’s unvested options (150,000) shall terminate effective as of the Termination Date and (ii) all of Employee’s unvested shares of restricted stock (3,750) shall be forfeited on the Termination Date. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange Reliant certificates shares of restricted stock issued to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Companyemployees, the Company will use commercially reasonable efforts to deliver certificates to Employee for his vested shares of restricted stock. c. Reliant hereby amends the Vested Options held by Employee as follows: i. The exercise period for Fifty Thousand (50,000) of the Vested Options shall otherwise provide be amended to be exercisable at any time during the Employee remainder of their ten (10) year term, and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not expire if unexercised after 30 days of the Termination Date. ii. The exercise period for One Hundred Thousand (100,000) of the Vested Options shall be required to pay extended and shall not expire if unexercised after 30 days of the Termination Date as follows: i. Twenty-Five Thousand (25,000) of the Vested Options must be exercised, Initials: Initials: if at all, on or after January 1, 2008 but on or before December 31, 2008, and if such Vested Options are not exercised by December 31, 2008, they shall expire on December 31, 2008 and shall no longer be exercisable; ii. Twenty-Five Thousand (25,000) of the Vested Options must be exercised, if at all, on or after January 1, 2009 but on or before December 31, 2009, and if such Vested Options are not exercised by December 31, 2009, they shall expire on December 31, 2009 and shall no longer be exercisable; iii. Twenty-Five Thousand (25,000) of the Vested Options must be exercised, if at all, on or after January 1, 2010 but on or before December 31, 2010, and if such Vested Options are not exercised by December 31, 2010, they shall expire on December 31, 2010 and shall no longer be exercisable; and iv. Twenty-Five Thousand (25,000) of the Vested Options must be exercised, if at all, on or after January 1, 2011 but on or before December 31, 2011, and if such Vested Options are not exercised by December 31, 2011, they shall expire on December 31, 2011 and shall no longer be exercisable. Notwithstanding the foregoing, if applicable law, including, without limitation, the rules and regulations promulgated by the United States Securities and Exchange Commission, precludes Employee from exercising any premiums or other charges in an amount greater than that which Vested Options as of the day such Vested Option would otherwise expire (“Blackout Period”), Employee would have paid in order to participate in may exercise such Plans. If, at Vested Options within thirty (30) days after the end of a period the Blackout Period. Reliant represents and warrants that it has taken all corporate action necessary to effectuate the amendment of months after the Date Vested Options described herein. d. Except as expressly set forth in this Agreement, nothing in this Agreement is intended to accelerate, alter or reduce any other vested or accrued benefits (if any) to which Employee may be entitled under Reliant’s 401(k) Plan or any other employee benefit plan in which the employee participates. e. In the event that Employee materially breaches any of Termination equal the provisions of this Agreement, then (i) Employee’s entitlements under Section 5(a) shall terminate and be of no force and effect, and (ii) all vested and unexercised options then held by Employee shall automatically terminate and no longer be exercisable. f. Reliant will not oppose Employee’s efforts to the Measuring Period, the obtain unemployment benefits so long as Employee is not receiving equivalent benefits from a new employer, in compliance with the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's terms of this Agreement and his dependents' coverage under other obligations to Reliant; provided that the foregoing shall in no way prevent Reliant from responding truthfully to inquiries from or investigations by governmental authorities with respect to Employee’s application for such Plans to individual policies unemployment (or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company.similar) benefits. Initials: Initials:

Other Benefits. The (a) During the Employment Period, the Company shall also provide the Executive and maintain in full force on the Executive's behalf, or reimburse the Executive for carrying comprehensive medical insurance, disability insurance and effect, for life insurance of $250,000 on the continued benefit life of the Employee and his dependentsExecutive. In addition, for a period terminating on the earliest of (i) a period of months after Executive shall have the Date of Termination equal right to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under participate in the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued other programs for the benefit of Employee employees in accordance with their terms and his dependents individual policies as the same may be amended from time to time. (b) The Executive shall be eligible to participate in the Company's stock option program. As of insurance providing benefits substantially similar the date of this Agreement the Executive shall receive options to purchase 225,000 shares of the Company's common stock at a strike price of the lower of $6.50 per share or 65% of the price to be paid for the contemplated Series D Convertible Preferred Stock financing, exercisable after they are vested and prior to ten years from the date hereof, with half of the options vesting after 18 months of full-time employment and the remainder vesting ratably quarterly over the remaining 18 months subject to the Executive's commencement of full-time employment on or prior to September 30, 2001 except under certain circumstances as outlined in (I), (ii) and (iii) below. The other terms of such options shall be governed by the Company's standard stock option agreement to be entered into upon commencement thereof, which will incorporate the terms established by the Company's stock option plan if any adopted subsequent to the date hereof and prior to such commencement provided that notwithstanding such stock option terms if any to be adopted to the contrary the Executive's options to the extent not vested shall vest upon a termination of employment or pursuant to Section 3.01(d), or Section 3.03 or Section 3.04 but be exercisable during the post-employment period established by such terms to be adopted, provided that if the Executive's termination of employment pursuant to Section 3.04 occurs following a change of control other than with Alkermes, Inc. or one of its subsidiaries within 6 months of the date of this agreement only 20% of the options shall vest upon such termination. (c) The Company shall pay to or on an after-tax basisbehalf of the Executive a monthly automobile allowance of $675. (d) to those which the Employee would have been The Executive shall be entitled to receive under such Plan six weeks of paid vacation in each calendar year. The Executive shall also be entitled to the same standard paid holidays given by the Company to senior executives generally, all as determined from time to time by the Board or Plans pursuant appropriate committee thereof. Vacation time shall cumulate and carry forward from year to this Paragraph year provided that the Executive shall not be entitled to more than ten weeks of vacation in any one year without the permission of the Compensation Committee and provided that the Executive shall coordinate her vacation schedule with the Chief Executive Officer and President. (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to The Company shall reimburse the Executive for travel or other expenses or disbursements reasonably incurred or made by him in connection with the Company, 's business during the Company Employment Period upon receipt of reasonable documentation thereof. (f) The benefits set forth in this Section 2.03 shall otherwise provide be collectively referred to as the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company"Benefits." ARTICLE III

Other Benefits. (i) The Company shall also maintain in full force and effect, for and the continued benefit Executive shall be entitled to continue to participate in, all of the Employee Company's insurance benefit plans and his dependents, for a period terminating arrangements in effect on the earliest date hereof in which the Executive participates or plans or arrangements providing the Executive with at least equivalent benefits thereunder (including, Without limitation, the Mettler-Toledo Fonds pension scheme for senior management, and the Xxxxxxx'x xxxident plan and disability plan), provided that the Company shall not make any changes in such plans or arrangements that would adversely affect the Executive's rights or benefits thereunder; provided, however, that, such a change may be made, including termination of (i) such plans or arrangements if it occurs pursuant to a period program applicable to all executives of months after the Date Company and does not result in a proportionately greater reduction in the rights of Termination equal or benefits to the Measuring Period; Executive as compared with any other executive of the Company. The Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to paragraph (a) of this Section. (ii) The Executive shall be entitled to participation in the commencement date of equivalent benefits for the Employee from a new employer; or (x) Mettler-Toledo Group Management Committee Stock Purchase Plan, and (x) xxx Xxxxxer-Toledo Management Share Option Plan, each as may be amendex xxxx xxxx xx time. (iii) Any payments or benefits payable to the Employee's normal retirement date Executive under the Company's Pension Plan, after this Agreement in respect of any calendar year during which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee Executive is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, employed by the Company shall for less than the entire such year shall, unless otherwise provide provided in the Employee applicable plan or arrangement, be prorated in accordance with the number of full and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate partial months in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee calendar year during which he is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyso employed.

Other Benefits. (a) The Executive is a participant in Company benefit plans, including, without limitation, the plans listed in Exhibit B attached hereto and shall also maintain continue to participate in such plans through the Resignation Date. This Agreement shall not change the terms of such plans or the benefits earned by or due to the Executive thereunder for services rendered to the Company through the Resignation Date. The benefits earned by or due to the Executive in accordance with the terms of such plans shall be paid or provided by the Company or such plans (as the case may be) when due (whether such due date is on, before or after the Resignation Date), and full force payments and effect, for the continued benefit provision of benefits shall discharge fully all obligations of the Employee Company and his dependents, for a period terminating on such plans with respect to the earliest Executive's benefits under such plans. Following the Resignation Date and through the earlier of (i) a period of months after the Date of Termination equal to the Measuring Period; December 31, 2003 and (ii) with respect to any individual type of benefit or benefit plan, the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after on which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee Executive is entitled to a comparable benefit or to participate immediately prior in a comparable benefit plan through a subsequent employer, the Company shall provide the Executive with benefits comparable to the Date of Termination; provided that Company benefit plans, including those listed in Exhibit B, in the Employee's continued participation is possible under same manner and on the general same terms as if the Executive remained employed by the Company during such period, and provisions of reflecting any enhancements or supplements to such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for benefits adopted during such participationperiod. In the event that the Employee Company is unable to provide the Executive with participation in any such Plan is barredthe relevant plans or in comparable supplementary benefit plans, the Company, at its sole cost and expense, Executive shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been be entitled to receive a lump sum cash payment equal to the cash equivalent of such benefits, plus an amount sufficient to cover any income taxes payable on such lump sum payment to the extent that the associated benefit would not have been taxable to the Executive had he remained an employee of the Company. (b) The Executive shall be credited with service for all purposes through December 31, 2003 under the Company Investment Plan, the Viacom Investment Plan Excess Plan, the Company Pension Plan, the Company Excess Pension Plan and any and all other retirement plans of the Company in which he participates as of the Interim Effective Date and, to the extent that any of the additional benefits that would result from such Plan additional credited service may not be provided pursuant to any such plan, such benefits shall be provided pursuant to an existing supplementary arrangement or Plans a supplementary arrangement established for purposes of this Agreement. (c) In addition to the foregoing, the Company agrees that, beginning on the Resignation Date: (i) The Company shall provide the Executive, through December 31, 2003 (or, if earlier, until the Executive secures full-time employment, other than self-employment (which shall mean employment by himself or by an entity controlled by the Executive or his family pursuant to which he provides services to no other single person or entity on a full time basis), with a new employer), with an office, comparable in both quality and size to the office the Executive has had prior to the Interim Effective Date, at a location of the Executive's choosing in midtown Manhattan, subject to the Company's approval, which approval shall not unreasonably be withheld. The Company shall bear the cost of relocating the Executive's office effects to the new office and provide furniture and equipment comparable to that in his present office. During the period in which the company is providing the Executive with an office pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the CompanySection 2(c)(i), the Company also shall otherwise provide the Employee and Executive with a secretary, who may be his dependents with equivalent benefits current secretary or another secretary of his choosing. (on an after-tax basisii) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the The Company shall arrange, at its sole cost promptly reimburse the Executive for legal fees and expense, to enable Employee to convert other expenses reasonably incurred by him in connection with the Employee's preparation of this Agreement and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyadvice related thereto.

Other Benefits. The Company shall also maintain In addition (in full force and effectthe event that paragraph (c)(1) applies), for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a the Company shall for biweekly periods for which the Company is making continued salary payments pay your cost of continued health and dental coverage under the Company’s group health and dental plans for such period of months after the Date of Termination equal as you elect pursuant to the Measuring Period; Consolidated Budget Reconciliation Act of 1984 (“COBRA”), (ii) the commencement date Company shall pay a pro-rata portion of equivalent benefits the Company Performance Bonus described in paragraph 4 of this agreement for the Employee from a new employer; or Annual Period during which your termination of employment occurs, such portion to be determined based on the number of days during such Annual Period during which you are employed by the Company plus the number of days in the biweekly periods during such Annual Period for which the Company is making continued salary payments, and such portion to be paid to you by the Company during the period beginning on the January 1, and ending on the March 15, immediately following the end of the Annual Period, and (iii) any stock options granted to you pursuant to the Employee's normal retirement date under Prior Employment Agreements or otherwise which are not incentive stock options shall, subject to the Company's Pension Plan, after which terms hereof and subject to the terms of the Pension Plan Prior Employment Agreements and subject to the terms of the option grants, as applicable, continue to become exercisable pursuant to the terms thereof, to the extent applicable, and shall govern; all insured and self-insured employee benefit plans remain exercisable, until the last day in the final biweekly period for which the Employee Company is entitled to participate immediately prior to making continued salary payment as if you had remained employed by the Date of Termination; provided Company until such date, provided, however, that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee extension shall not be required to pay any premiums or other charges in an amount greater than that beyond the earlier of the latest date upon which the Employee would option could have paid in order expired by its original terms under any circumstances or the tenth anniversary of the original date of grant of the option. Except as otherwise provided herein, all of your remaining benefits, including the continued vesting and exercisability of Company stock options, shall immediately end upon your termination of employment; provided, however, that any incentive stock options shall continue to participate in such Plans. If, at the end of a period of months after the Date of Termination equal vest and be exercisable to the Measuring Period, extent provided by and subject to the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companythereof.

Other Benefits. The In the event that paragraph (a)(1) of this Section 10 applies, the Company shall also maintain in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period pay the cost of months after any continued health and dental coverage properly elected by you under the Date of Termination equal Company’s group health and dental plans pursuant to the Measuring Period; Consolidated Budget Reconciliation Act of 1984 (“COBRA coverage”) for the period during which the Company is making Continued Salary Payments, (ii) the commencement date pay to you a pro-rata portion of equivalent benefits any bonus described in Section 4 of this agreement for the Employee from a new employer; or Annual Period during which your termination of employment occurs that is based on Company performance (determined based on the number of days during such Annual Period during which you are employed by the Company plus the number of days in the biweekly periods during such Annual Period for which the Company is making Continued Salary Payments) in accordance with the payment timing provisions of Section 4, and (iii) the Employee's normal retirement date under pay for an executive outplacement program of your choice, subject to similar terms and conditions as the Company's Pension Plan’s other executive outplacement program (including a maximum fee of 15% of your total compensation and monthly reports from the outplacement firm of your active job search); provided, after which that only reasonable outplacement services incurred by you and directly related to the terms termination of your employment with the Company shall be reimbursed and, provided further, that such expenses must be incurred no later than the end of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which first calendar year following the Employee is entitled to participate immediately prior to the Date calendar year of Termination; provided that the Employee's continued participation is possible under the general terms and provisions your termination of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participationemployment. In the event that paragraph (a)(1) of this Section 10 applies, all vested stock options granted to you by the Employee participation Company which are not incentive stock options shall, subject to the terms hereof and the agreements evidencing such grants, (i) continue to become exercisable pursuant to the terms thereof and (ii) remain exercisable until the last day in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued final biweekly period for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would Company is making Continued Salary Payments as if you had remained employed by the Company until such date, provided, however, that no option may be exercised beyond the earlier of the latest date upon which the option could have been entitled to receive exercised under such Plan its original terms or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees tenth anniversary of the Company may apply for until original date of grant of the Employee is able to receive equivalent option. Except as otherwise provided herein, all of your remaining benefits from a source other than the Companyshall immediately end upon your termination of employment.

Other Benefits. (i) The Company shall also maintain in full force and effect, for and the continued benefit Executive shall be entitled to continue to participate in, all of the Employee Company's insurance benefit plans and his dependents, for a period terminating arrangements in effect on the earliest date hereof in which the Executive participates or plans or arrangements providing the Executive with at least equivalent benefits thereunder (including, without limitation, the Mettler-Toledo Fonds pension scheme for senior management, anx xxx Xxxxxxx's accident plan and disability plan), provided that the Company shall not make any changes in such plans or arrangements that would adversely affect the Executive's rights or benefits thereunder, provided, however, that such a change may be made, including termination of (i) such plans or arrangements if it occurs pursuant to a period program applicable to all executives of months after the Date Company and does not result in a proportionately greater reduction in the rights of Termination equal or benefits to the Measuring Period; Executive as compared with any other executive of the Company. The Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to paragraph (a) of this Section. (ii) The Executive shall be entitled to participation in the commencement date of equivalent benefits for the Employee from a new employer; or (x) Mettler-Toledo Group Management Committee Stock Purchase Plan, xxx (x) xxx Mettler-Toledo Management Share Option Plan, each as may be axxxxxx xxxx xxme to time. (iii) Any payments or benefits payable to the Employee's normal retirement date Executive under the Company's Pension Plan, after this Agreement in respect of any calendar year during which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee Executive is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay an amount equal to Employee's regular contribution for such participation. In the event that the Employee participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if such insurance is not available at a reasonable cost to the Company, employed by the Company shall for less than the entire such year shall, unless otherwise provide provided in the Employee applicable plan or arrangement, be prorated in accordance with the number of full and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate partial months in such Plans. If, at the end of a period of months after the Date of Termination equal to the Measuring Period, the Employee calendar year during which he is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Companyso employed.

Other Benefits. The Within 30 days following a Change of Control, -------------- whether or not Executive's employment has been terminated, the Company shall also maintain pay to Executive the following in full force and effect, for the continued benefit of the Employee and his dependents, for a period terminating on the earliest of (i) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is entitled to participate immediately prior to the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions of such Plans (and any applicable funding media) and the Employee continues to pay lump sum: i. an amount equal to Employeethe "Target Bonus" under the plan referred to in Exhibit C attached hereto or any successor plan operated by --------- Brylane or any of its affiliates and which is applicable to Executive for the fiscal year in which the Change of Control occurs (in either event, "MIP") (or if Executive's regular contribution title was changed to a level below that of Executive's Current Title within 180 days before the commencement of a Standstill Period, the "Target Bonus" applicable to Executive for the fiscal year in which such change occurred as if she continued to hold Executive's Current Title, if higher); and ii. if Executive is a participant in the Long Range Management Incentive Plan of TJX or any successor plan operated by Brylane of any of its affiliates and in effect at the Change of Control (in either event, "LRMIP") (but specifically excluding any long-range incentive plan which states that its sole or primary purpose is retention), an amount with respect to each Award Period (as that term is defined in LRMIP) for which Executive has been designated as a participant equal to the product of (A) the maximum award payable to Executive for such participation. In the event that the Employee participation in any such Plan is barredAward Period, as designated by the Company, at its sole cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar 's Compensation Committee under LRMIP (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph (e) if such participation were not barred or, if Executive's title was changed to a level below that of Executive's Current Title, in the case of an Award Period which commences after such insurance change, the maximum award payable to Executive for such Award Period shall be deemed to be the maximum award payable to Executive for the Award Period which commenced immediately prior to such change, if higher), and (B) a fraction, the denominator of which is not available at a reasonable cost the total number of fiscal years in the Award Period and the numerator of which is the number of fiscal years which have elapsed in such Award Period prior to the CompanyChange of Control (for purposes of this fraction, if the Company shall otherwise provide Change of Control occurs during the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee shall not be required to pay any premiums or other charges in an amount greater than that which the Employee would have paid in order to participate in such Plans. If, at the end first quarter of a period of months after the Date of Termination equal to the Measuring Periodfiscal year, the Employee is not receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to enable Employee to convert the Employee's and his dependents' coverage under such Plans to individual policies or programs upon the same terms as employees then one-quarter of the Company may apply for until the Employee is able to receive equivalent benefits from a source other than the Company.fiscal year shall

Other Benefits. The Company During the Term, Employer shall also maintain in full force and effect, for provide the continued benefit of the following benefits to Employee: (a) Employee and his dependents, for shall be elected to a period terminating seat on the earliest Board of Directors of Employer and each of its Affiliates, but shall not, however, be entitled to any additional compensation for such service; (ib) a period of months after the Date of Termination equal to the Measuring Period; (ii) the commencement date of equivalent benefits for the Employee from a new employer; or (iii) the Employee's normal retirement date under the Company's Pension Plan, after which the terms of the Pension Plan shall govern; all insured and self-insured employee benefit plans in which the Employee is be entitled to participate immediately prior to in all group medical and hospitalization benefit programs, dental care, sick leave, life insurance or other benefit plans for highly compensated employees of Employer as are now or hereafter provided by Employer, in each case in accordance with the Date of Termination; provided that the Employee's continued participation is possible under the general terms and provisions conditions of each such Plans plan and benefit package; (and c) Employee shall be provided with the use of automobiles at least comparable to any applicable funding media) and the Employee continues to pay an amount equal automobile currently provided to Employee's regular contribution , and Employer shall pay for the cost of all insurance, ad valorem taxes and tag charges for such participation. In automobile and all operating and maintenance charges for such automobile; (d) Employee shall be provided with the event that the Employee participation in any such Plan is barred, the Companyuse of a car telephone, at its sole no cost and expense, shall arrange to have issued for the benefit of Employee and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Employee would have been entitled to receive under such Plan or Plans pursuant to this Paragraph Employee; (e) if Employer shall reimburse Employee for dues paid by Employee for membership in such participation were not barred orprofessional organizations and eating clubs as shall, if from time to time, be deemed appropriate and necessary by Employee; and (f) Employee shall, at all times, have available to him an expense account to defray ordinary and necessary business expenses incurred in the performance of his duties hereunder. Employee shall be reimbursed for such insurance is not available at a reasonable cost to the Companyexpenses upon presentation and approval of expense statements or written vouchers or other supporting documents as may be reasonably requested in advance by Employer, the Company shall otherwise provide the Employee and his dependents with equivalent benefits (on an after-tax basis) and the Employee which approval shall not be required unreasonably withheld or delayed. The benefits described in subparagraph (b) of this Paragraph shall not be construed to pay require Employer to establish any premiums such plans or other charges programs or to prevent Employer from modifying or terminating any such plans or programs, and no such action or failure thereof shall affect this Agreement; provided, however, that in an amount greater than that which the Employee would have paid event of any reduction in order to participate the group medical and hospitalization benefits in such Plans. If, at place as of the end of a period of months after the Date of Termination equal to the Measuring Perioddate hereof, the salary payable to Employee is not receiving equivalent benefits from a new employershall be increased, as of the Company shall arrangeeffective date of such reduction, at its sole cost and expense, by that amount necessary to enable Employee 5 to convert supplement the Employee's and his dependents' coverage under such Plans benefits provided by Employer to individual policies or programs upon maintain the same terms as employees level of the Company may apply for until the Employee is able benefits currently provided to receive equivalent benefits from a source other than the Companyhim by it.