Common use of Payments and Benefits Upon Termination of Employment Clause in Contracts

Payments and Benefits Upon Termination of Employment. (a) If during the Transition Period the employment of Executive shall terminate, by reason of a Qualifying Termination, then the Company shall pay to Executive (or Executive's beneficiary or estate) within five (5) days following the Date of Termination (except as provided in Section 3(a)(1)(iii)), as compensation for services rendered to the Company: (1) a lump-sum cash amount equal to the sum of (i) Executive's unpaid base salary from the Company and its subsidiaries through the Date of Termination (at the rate in effect (without taking into account any reduction of base salary constituting Good Reason) just prior to the time a Notice of Termination is given); (ii) any benefit awards (including both the cash and stock components) which pursuant to the terms of any Retirement and Savings Plans have been earned or become payable through the Date of Termination, to the extent not theretofore paid or otherwise provided for; (iii) that portion of the annual bonus under the company's incentive compensation plans determined by multiplying the greater of the actual bonus that would otherwise have been earned for a full year performance or target annual bonus by the fraction arrived at by dividing the number of full weeks worked by Executive during the calendar year of his Date of Termination by fifty-two (52); plus (iv) any unpaid vacation under the Company's vacation policy in effect at the Date of Termination (or, if more favorable to Executive, immediately prior to a Change in Control). For purposes of Section 3(a)(1)(iii), the Company shall pay the Executive the pro-rata portion of the target annual bonus within 5 days following the Date of Termination, and any additional bonus payment to which Executive is entitled on or before January 31 of the year following the year in which the Termination occurs. (2) a lump-sum cash amount equal to (a) 2 times Executive's highest annual rate of base salary from the Company and its subsidiaries in effect during the 12-month period prior to the Date of Termination plus (b) 2 times the target annual bonus in effect for the year in which the Change in Control occurs; provided, that any amount paid pursuant to this Section 3(a)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any other severance plan, policy, employment agreement or arrangement of the Company. (3) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of: (i) the employer matching contributions that would be made to the Caliber System, Inc. 401(k) Savings Plan; (ii) employer contributions that would be made to the Caliber System, Inc. Stock Bonus Plan; and (iii) supplemental credits that would be awarded under the Caliber System, Inc. Long-Term Stock Award Incentive Plan. This lump sum payment shall be based on the employer contributions and supplemental credits attributable to an additional 24 months of service under the specific plans referenced in this paragraph, or any applicable amended, successor or substitute plan or plans of the Company put into effect prior to a Change in Control. For purposes of the 401(k) Savings Plan and related supplemental stock credits, the calculations shall be made based on the assumption that the Executive made maximum contributions from the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) to the 401(k) Savings Plan and that the matching percentage shall equal the highest matching percentage allowable under the 401(k) Savings Plan as of the Date of Termination (in no event less than 3.5% of eligible compensation under the 401(k) Savings Plan). For purposes of the Stock Bonus Plan and related supplemental stock credits, the calculations shall be based on the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and the formula in effect for the year in which the Date of Termination occurs (but in no event less than the average of the actual contribution/allocation percentages applicable to the 5 calendar years preceding the Date of Termination). For purposes of determining actuarial present value under this Section 3(a)(3), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (4) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits accrued under the Caliber System, Inc. 401(a)(17) Benefit Plan and Caliber System, Inc. Excess Plan based upon the mortality and interest factors in Section 3(a)(5) and upon service through the Date of Termination. For purposes of the actuarial present value calculation under this Section 3(a)(4), Executive shall be deemed fully vested for all actual service. (5) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits under the Caliber System, Inc. Pension Plan and Trust, Caliber System, Inc. 401(a)(17) Benefit Plan, and Caliber System, Inc. Excess Plan based upon an additional 24 months of age, service, and base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) above. For purposes of this Section 3(a)(5), the additional 24 months of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and any portion of the annual bonus under 3(a)(1)(iii) paid in the calendar year following the Date of Termination, shall be included as the final two years of pensionable wages. For purposes of determining actuarial present value under this Section 3(a)(5), the 1983 Group Mortality Table (assuming a blend of 50 percent of male mortality rates and 50 percent female mortality rates) shall be utilized. For purposes of determining actuarial present value under this Section 3(a)(5), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (b) If during the Transition Period, the employment of Executive terminates by reason of a Qualifying Termination, the Company will: (1) provide Executive and his dependents with health care coverage at the same level as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Continued Medical Coverage") for a period of 42 months from the Date of Termination; and (2) provide Executive and his dependents with accident, disability and life coverage at the same level and upon the same terms and otherwise to the same extent as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Welfare Benefits") for a period of 24 months from the Date of Termination. (3) The coverages described in subparagraphs (1) and (2) of this Section may be provided through continued participation in the Company's plans and programs or otherwise, as the Company determines. (4) During the first twenty four (24) months of Continued Medical Coverage, the Company and Executive will share the costs of such coverage in the same proportion as such costs were shared immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control). From the twenty-fifth (25th) through the end of the of the forty-second (42nd) month of Continued Medical Coverage, Executive will be required to pay the cost of such coverage at the rate the Company charges former employees, from time to time, for similar coverage under COBRA. The Company and Executive will share the costs of providing the Welfare Benefits in the same proportion as such costs were shared immediately prior to the Date of Termination (or, of more favorable to Executive, immediately prior to the Change in Control). (5) Continued Medical Coverage will terminate upon the earliest of (i) the expiration of 42 months from the Date of Termination, (ii) the commencement date of equivalent benefits from a new employer, or (iii) Executive's attainment of age 65. Welfare Benefits will terminate upon the earliest of (i) the expiration of 24 months from the Date of Termination, (ii) the commencement date of equivalent benefits a new employer, or (iii) Executive's attainment of age 65. Upon termination of Continued Medical Coverage, Executive may, if eligible, elect special continuation coverage for early retirees under the Caliber System, Inc. Medical, Dental and Vision Care Plan. Upon termination of Welfare Benefits, Executive may, if available, convert one or more of Executive's and his dependent's coverage to individual policies or programs. (c) If during the Transition Period, the employment of Executive shall terminate, by reason of a Qualifying Termination, then for a period of twelve months following the Date of Termination, the Company shall provide, at its expense, executive level outplacement assistance to the Executive by a nationally recognized outplacement firm acceptable to Executive.

Payments and Benefits Upon Termination of Employment. (a) If during the Transition Period the employment of Executive shall terminate, by reason of a Qualifying Termination, then the Company shall pay to Executive (or Executive's beneficiary or estate) within five (5) days following the Date of Termination (except as provided in Section 3(a)(1)(iii))Termination, as compensation for services rendered to the Company: (1) a lump-sum cash amount equal to the sum of (i) Executive's unpaid base salary from the Company and its subsidiaries through the Date of Termination (at the rate in effect (without taking into account any reduction of base salary constituting Good Reason) just prior to the time a Notice of Termination is given); (ii) any benefit awards (including both the cash and stock components) which pursuant to the terms of any Retirement and Savings Plans have been earned or become payable through the Date of Termination, to the extent not theretofore paid or otherwise provided for; (iii) that portion of the target annual bonus under the companyCompany's incentive compensation plans determined by multiplying the greater of the actual bonus that would otherwise have been earned for a full year performance or target annual bonus by the fraction arrived at by dividing the number of full weeks worked by Executive during the calendar year of his Date of Termination by fifty-two (52); plus (iv) any unpaid vacation under the Company's vacation policy in effect at the Date of Termination (or, if more favorable to Executive, immediately prior to a Change in Control). For purposes of Section 3(a)(1)(iii), the Company shall pay the Executive the pro-rata portion of the target annual bonus within 5 days following the Date of Termination, and any additional bonus payment to which Executive is entitled on or before January 31 of the year following the year in which the Termination occurs. (2) a lump-sum cash amount equal to (a) 2 times Executive's highest annual rate of base salary from the Company and its subsidiaries in effect during the 12-month period prior to the Date of Termination plus (b) 2 times the target annual bonus in effect for the year in which the Change in Control occurs; provided, that any amount paid pursuant to this Section 3(a)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any other severance plan, policy, employment agreement or arrangement of the Company. (3) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of: (i) of the employer matching contributions benefits that would be made attributable to the Caliber System, Inc. 401(kadditional twenty-four (24) Savings Plan; (ii) employer contributions that would be made to the Caliber System, Inc. Stock Bonus Plan; and (iii) supplemental credits that would be awarded under the Caliber System, Inc. Long-Term Stock Award Incentive Plan. This lump sum payment shall be based on the employer contributions and supplemental credits attributable to an additional 24 months of age and service under the specific plans referenced in this paragraph, or any applicable amended, successor or substitute plan or plans of the Company put into effect prior to a Change in Control. For purposes of the 401(k) Retirement and Savings Plan and related supplemental stock credits, the calculations shall be made based on the assumption that the Executive made maximum contributions from the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) to the 401(k) Savings Plan and that the matching percentage shall equal the highest matching percentage allowable under the 401(k) Savings Plan as of the Date of Termination (in no event less than 3.5% of eligible compensation under the 401(k) Savings Plan). For purposes of the Stock Bonus Plan and related supplemental stock credits, the calculations shall be based on the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and the formula in effect for the year in which the Date of Termination occurs (but in no event less than the average of the actual contribution/allocation percentages applicable to the 5 calendar years preceding the Date of Termination). For purposes of determining actuarial present value under this Section 3(a)(3), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (4) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits accrued under the Caliber System, Inc. 401(a)(17) Benefit Plan and Caliber System, Inc. Excess Plan based upon the mortality and interest factors in Section 3(a)(5) and upon service through the Date of Termination. For purposes of the actuarial present value calculation under this Section 3(a)(4), Executive shall be deemed fully vested for all actual service. (5) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits under the Caliber System, Inc. Pension Plan and Trust, Caliber System, Inc. 401(a)(17) Benefit Plan, and Caliber System, Inc. Excess Plan based upon an additional 24 months of age, service, and base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) above. For purposes of this Section 3(a)(5), the additional 24 months of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and any portion of the annual bonus under 3(a)(1)(iii) paid in the calendar year following the Date of Termination, shall be included as the final two years of pensionable wages. For purposes of determining actuarial present value under this Section 3(a)(5), the 1983 Group Mortality Table (assuming a blend of 50 percent of male mortality rates and 50 percent female mortality rates) shall be utilized. For purposes of determining actuarial present value under this Section 3(a)(5), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code)Plans. (b) If during the Transition Period, the employment of Executive terminates by reason of a Qualifying Termination, the Company will: (1) provide Executive and his dependents with health care coverage at the same level as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Continued Medical Coverage") for a period of 42 months from the Date of Termination; and (2) provide Executive and his dependents with accident, disability and life coverage at the same level and upon the same terms and otherwise to the same extent as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Welfare Benefits") for a period of 24 months from the Date of Termination. (3) The coverages described in subparagraphs (1) and (2) of this Section may be provided through continued participation in the Company's plans and programs or otherwise, as the Company determines. (4) During the first twenty four (24) months of Continued Medical Coverage, the Company and Executive will share the costs of such coverage in the same proportion as such costs were shared immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control). From the twenty-fifth (25th) through the end of the of the forty-second (42nd) month of Continued Medical Coverage, Executive will be required to pay the cost of such coverage at the rate the Company charges former employees, from time to time, for similar coverage under COBRA. The Company and Executive will share the costs of providing the Welfare Benefits in the same proportion as such costs were shared immediately prior to the Date of Termination (or, of more favorable to Executive, immediately prior to the Change in Control).and (5) Continued Medical Coverage will terminate upon the earliest of (i) the expiration of 42 months from the Date of Termination, (ii) the commencement date of equivalent benefits from a new employer, or (iii) Executive's attainment of age 65. Welfare Benefits will terminate upon the earliest of (i) the expiration of 24 months from the Date of Termination, (ii) the commencement date of equivalent benefits a new employer, or (iii) Executive's attainment of age 65. Upon termination of Continued Medical Coverage, Executive may, if eligible, elect special continuation coverage for early retirees under the Caliber System, Inc. Medical, Dental and Vision Care Plan. Upon termination of Welfare Benefits, Executive may, if available, convert one or more of Executive's and his dependent's coverage to individual policies or programs. (c) If during the Transition Period, the employment of Executive shall terminate, by reason of a Qualifying Termination, then for a period of twelve months following the Date of Termination, the Company shall provide, at its expense, executive level outplacement assistance to the Executive by a nationally recognized outplacement firm acceptable to Executive.

Payments and Benefits Upon Termination of Employment. (a) If during the Transition Period the employment of Executive shall terminate, by reason of a Qualifying Termination, then the Company shall pay to Executive (or Executive's beneficiary or estate) within five (5) days following the Date of Termination (except as provided in Section 3(a)(1)(iii))Termination, as compensation for services rendered to the Company: (1) a lump-sum cash amount equal to the sum of (i) Executive's unpaid base salary from the Company and its subsidiaries through the Date of Termination (at the rate in effect (without taking into account any reduction of base salary constituting Good Reason) just prior to the time a Notice of Termination is given); (ii) any benefit awards (including both the cash and stock components) which pursuant to the terms of any Retirement and Savings Plans have been earned or become payable through the Date of Termination, to the extent not theretofore paid or otherwise provided for; (iii) that portion of the target annual bonus under the companyCompany's incentive compensation plans determined by multiplying the greater of the actual bonus that would otherwise have been earned for a full year performance or target annual bonus by the fraction arrived at by dividing the number of full weeks worked by Executive during the calendar year of his Date of Termination by fifty-two (52); plus (iv) any unpaid vacation under the Company's vacation policy in effect at the Date of Termination (or, if more favorable to Executive, immediately prior to a Change in Control). For purposes of Section 3(a)(1)(iii), the Company shall pay the Executive the pro-rata portion of the target annual bonus within 5 days following the Date of Termination, and any additional bonus payment to which Executive is entitled on or before January 31 of the year following the year in which the Termination occurs. (2) a lump-sum cash amount equal to (a) 2 3 times Executive's highest annual rate of base salary from the Company and its subsidiaries in effect during the 12-month period prior to the Date of Termination plus (b) 2 3 times the target annual bonus in effect for the year in which the Change in Control occurs; provided, that any amount paid pursuant to this Section 3(a)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any other severance plan, policy, employment agreement or arrangement of the Company. (3) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of: (i) the employer matching contributions that would be made to the Caliber System, Inc. 401(k) Savings Plan; (ii) employer contributions that would be made to the Caliber System, Inc. Stock Bonus Plan; and (iii) supplemental credits that would be awarded under the Caliber System, Inc. Long-Term Stock Award Incentive Plan. This lump sum payment shall be based on the employer contributions and supplemental credits attributable to an additional 24 36 months of service under the specific plans referenced in this paragraph, or any applicable amended, successor or substitute plan or plans of the Company put into effect prior to a Change in Control. For purposes of the 401(k) Savings Plan and related supplemental stock credits, the calculations shall be made based on the assumption that the Executive made maximum contributions from the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) to the 401(k) Savings Plan and that the matching percentage shall equal the highest matching percentage allowable under the 401(k) Savings Plan as of the Date of Termination (in no event less than 3.5% of eligible compensation under the 401(k) Savings Plan). For purposes of the Stock Bonus Plan and related supplemental stock credits, the calculations shall be based on the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and the formula in effect for the year in which the Date of Termination occurs (but in no event less than the average of the actual contribution/allocation percentages applicable to the 5 calendar years preceding the Date of Termination). For purposes of determining actuarial present value under this Section 3(a)(3), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (4) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits accrued under the Caliber System, Inc. 401(a)(17) Benefit Plan and Caliber System, Inc. Excess Plan based upon the mortality and interest factors in Section 3(a)(5) and upon service through the Date of Termination. For purposes of the actuarial present value calculation under this Section 3(a)(4), Executive shall be deemed fully vested for all actual service. (5) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits under the Caliber System, Inc. Pension Plan and Trust, Caliber System, Inc. 401(a)(17) Benefit Plan, and Caliber System, Inc. Excess Plan based upon upon: (i) an additional 24 36 months of age, age and service, and base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) above. For purposes of this Section 3(a)(5or (ii), if greater, the number of additional 24 months of base salary age and target annual bonus service necessary to provide Executive with 30 years of service and an attained age of 56 under 3(a)(2)(a) and 3(a)(2)(b)the specific plans referenced in this paragraph or any applicable amended, and any portion successor or substitute plan or plans of the annual bonus under 3(a)(1)(iii) paid Company put into effect prior to a Change in the calendar year following the Date of Termination, shall be included as the final two years of pensionable wages. For purposes of determining actuarial present value under this Section 3(a)(5), the 1983 Group Mortality Table (assuming a blend of 50 percent of male mortality rates and 50 percent female mortality rates) shall be utilized. For purposes of determining actuarial present value under this Section 3(a)(5), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code)Control. (b) If during the Transition Period, the employment of Executive terminates shall terminate, by reason of a Qualifying Termination, the Company will: (1) provide Executive and his dependents with health care coverage at the same level as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Continued Medical Coverage") then for a period of 42 months from the Date of Termination; and (2) provide Executive and his dependents with accident, disability and life coverage at the same level and upon the same terms and otherwise to the same extent as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Welfare Benefits") for a period of 24 months from the Date of Termination. (3) The coverages described in subparagraphs (1) and (2) of this Section may be provided through continued participation in the Company's plans and programs or otherwise, as the Company determines. (4) During the first twenty four (24) months of Continued Medical Coverage, the Company and Executive will share the costs of such coverage in the same proportion as such costs were shared immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control). From the twenty-fifth (25th) through the end of the of the forty-second (42nd) month of Continued Medical Coverage, Executive will be required to pay the cost of such coverage at the rate the Company charges former employees, from time to time, for similar coverage under COBRA. The Company and Executive will share the costs of providing the Welfare Benefits in the same proportion as such costs were shared immediately prior to the Date of Termination (or, of more favorable to Executive, immediately prior to the Change in Control). (5) Continued Medical Coverage will terminate upon ending on the earliest of (i) the expiration of 42 thirty-six (36) months from following the Date of Termination, (ii) the commencement date of equivalent benefits from a new employer, or (iii) Executive's attainment of age 65. Welfare Benefits will terminate upon the earliest of (i) the expiration of 24 months from the Date of Termination, (ii) the commencement date of equivalent benefits a new employer, or (iii) Executive's attainment of age 65. Upon termination of Continued Medical Coverage, Executive may, if eligible, elect special continuation coverage for early retirees under the Caliber System, Inc. Medical, Dental and Vision Care Plan. Upon termination of Welfare Benefits, Executive may, if available, convert one or more of Executive's and his dependent's coverage to individual policies or programs. (c) If during the Transition Period, the employment of Executive shall terminate, by reason of a Qualifying Termination, then for a period of twelve months following the Date of Termination, the Company shall continue to keep in full force and effect (or otherwise provide) each plan and policy providing medical, at its expenseaccident, executive disability and life coverage with respect to Executive and his dependents with the same level outplacement assistance of coverage, upon the same terms and otherwise to the Executive by a nationally recognized outplacement firm acceptable same extent as each such plan and policy shall have been in effect immediately prior to the Date of Termination (or, if more favorable to Executive., immediately prior to the Change in Control), and the Company and Executive shall share the costs of continuing each such coverage in the

Payments and Benefits Upon Termination of Employment. (a) If during the Transition Period the employment of Executive shall terminate, by reason of a Qualifying Termination, then the Company shall pay to Executive (or Executive's beneficiary or estate) within five (5) days following the Date of Termination (except as provided in Section 3(a)(1)(iii))Termination, as compensation for services rendered to the Company, for severance and in consideration for Section 6 [50% of Section 3(a)(2) for the latter]: (1) a lump-sum cash amount equal to the sum of (i) Executive's unpaid base salary from the Company and its subsidiaries through the Date of Termination ([at the rate in effect (without taking into account any reduction of base salary constituting Good Reasonin connection with the termination) just prior to the time a Notice of Termination is given)]; (ii) any benefit awards (including both the cash and stock components) which pursuant to the terms of any Retirement and Savings Plans Company plans have been earned or become payable through the Date of Terminationpayable, to the extent not theretofore paid or otherwise provided forpaid; plus (iii) that portion of the target annual bonus under the companyCompany's incentive compensation plans determined by multiplying the greater of the actual bonus that would otherwise have been earned for a full year performance or target annual bonus by the fraction arrived at by dividing the number of full weeks worked by Executive during the calendar year of his Date of Termination by fifty-two (52); plus (iv) any unpaid vacation under the Company's vacation policy in effect at the Date of Termination (or, if more favorable to Executive, immediately prior to a Change in Control). For purposes of Section 3(a)(1)(iii), the Company shall pay the Executive the pro-rata portion of the target annual bonus within 5 days following the Date of Termination, and any additional bonus payment to which Executive is entitled on or before January 31 of the year following the year in which the Termination occurs.4 4 (2) a lump-sum cash amount equal to 2 times (a) 2 times Executive's highest annual rate of base salary from the Company and its subsidiaries in effect during the 12-month period prior to the Date of Termination plus (b) 2 times the target annual bonus in effect for the year in which the Change in Control termination occurs; provided, that any amount paid pursuant to this Section 3(a)(2) shall be offset by and reduce any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any other severance plan, policy, employment agreement or arrangement of the Company. (3) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of: (i) the employer matching contributions that would be made to the Caliber System, Inc. 401(k) Savings Plan; (ii) employer contributions that would be made to the Caliber System, Inc. Stock Bonus Plan; and (iii) supplemental credits that would be awarded under the Caliber System, Inc. Long-Term Stock Award Incentive Plan. This lump sum payment shall be based on the employer contributions and supplemental credits attributable to an additional 24 months of service under the specific plans referenced in this paragraph, or any applicable amended, successor or substitute plan or plans of the Company put into effect prior to a Change in Control. For purposes of the 401(k) Savings Plan and related supplemental stock credits, the calculations shall be made based on the assumption that the Executive made maximum contributions from the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) to the 401(k) Savings Plan and that the matching percentage shall equal the highest matching percentage allowable under the 401(k) Savings Plan as of the Date of Termination (in no event less than 3.5% of eligible compensation under the 401(k) Savings Plan). For purposes of the Stock Bonus Plan and related supplemental stock credits, the calculations shall be based on the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and the formula in effect for the year in which the Date of Termination occurs (but in no event less than the average of the actual contribution/allocation percentages applicable to the 5 calendar years preceding the Date of Termination). For purposes of determining actuarial present value under this Section 3(a)(3), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (4) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits accrued under the Caliber System, Inc. 401(a)(17) Benefit Plan and Caliber System, Inc. Excess Plan based upon the mortality and interest factors in Section 3(a)(5) and upon service through the Date of Termination. For purposes of the actuarial present value calculation under this Section 3(a)(4), Executive shall be deemed fully vested for all actual service. (5) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits under the Caliber System, Inc. Pension Plan and Trust, Caliber System, Inc. 401(a)(17) Benefit Plan, and Caliber System, Inc. Excess Plan based upon an additional 24 months of age, service, and base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) above. For purposes of this Section 3(a)(5), the additional 24 months of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and any portion of the annual bonus under 3(a)(1)(iii) paid in the calendar year following the Date of Termination, shall be included as the final two years of pensionable wages. For purposes of determining actuarial present value under this Section 3(a)(5), the 1983 Group Mortality Table (assuming a blend of 50 percent of male mortality rates and 50 percent female mortality rates) shall be utilized. For purposes of determining actuarial present value under this Section 3(a)(5), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (b) If during the Transition Period, the employment of Executive terminates shall terminate, by reason of a Qualifying Termination, then for a period ending on the earliest of (i) twenty-four (24) months following the Date of Termination, (ii) the commencement date of equivalent benefits from a new employer, or (iii) Executive's Normal Retirement Date under the terms of the Retirement and Savings Plans, the Company will: shall continue to keep in full force and effect (1or otherwise provide) provide all plans and policies of medical, accident, disability and life insurance with respect to Executive and his dependents with health care coverage at the same level of coverage, upon the same terms and otherwise to the same extent as that such plans and policies shall have been in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to after the Change in Control) ("Continued Medical Coverage") for a period of 42 months from the Date of Termination; and (2) provide Executive termination), and his dependents with accident, disability and life coverage at the same level and upon the same terms and otherwise to the same extent as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Welfare Benefits") for a period of 24 months from the Date of Termination. (3) The coverages described in subparagraphs (1) and (2) of this Section may be provided through continued participation in the Company's plans and programs or otherwise, as the Company determines. (4) During the first twenty four (24) months of Continued Medical Coverage, the Company and Executive will shall share the costs of continuing such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to after the Change in Controltermination). From In addition, upon such termination, the twenty-fifth (25th) through Company shall pay Executive, as promptly as the amount can be determined following such termination, the then actuarial present value of the pension benefits that would be attributable to an additional 24 months of credited age and service under the Retirement and Savings Plans. If, at the end of the of the fortytwenty-second four (42nd24) month of Continued Medical Coverage, Executive will be required to pay the cost of such coverage at the rate the Company charges former employees, from time to time, for similar coverage under COBRA. The Company and Executive will share the costs of providing the Welfare Benefits in the same proportion as such costs were shared immediately prior to the Date of Termination (or, of more favorable to Executive, immediately prior to the Change in Control). (5) Continued Medical Coverage will terminate upon the earliest of (i) the expiration of 42 months from following the Date of Termination, (ii) Executive has not reached his Normal Retirement Date under the commencement date of Retirement and Savings Plans, and is not then receiving equivalent benefits from a new employer, or (iii) Executive's attainment of age 65. Welfare Benefits will terminate upon the earliest of (i) Company shall arrange, to the expiration of 24 months from the Date of Terminationextent it can reasonably do so, (ii) the commencement date of equivalent benefits a new employer, or (iii) Executive's attainment of age 65. Upon termination of Continued Medical Coverage, to enable Executive may, if eligible, elect special continuation coverage for early retirees under the Caliber System, Inc. Medical, Dental and Vision Care Plan. Upon termination of Welfare Benefits, Executive may, if available, to convert one or more of Executive's and his dependent's dependents' coverage under any such insurance policies and plans (e.g., medical, life insurance) to individual policies or programsprograms upon the same terms as employees of the Company may apply for such conversions. (c) If during the Transition Period, the employment of Executive shall terminate, by reason of a Qualifying Termination, then for a period of twelve months any stock credit benefits provided to Executive under any Retirement and Savings Plans shall become fully vested and payable within five (5) days following the Date of Termination. (d) If Executive's employment shall be terminated for Cause, the Company shall provide, pay Executive his full base salary through the Date of Termination at its expense, executive level outplacement assistance the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Executive by a nationally recognized outplacement firm acceptable to Executiveunder this Agreement.

Payments and Benefits Upon Termination of Employment. (a) If during the Transition Period the employment of Executive shall terminate, by reason of a Qualifying Termination, then the Company shall pay to Executive (or Executive's beneficiary or estate) within five (5) days following the Date of Termination (except as provided in Section 3(a)(1)(iii)), as compensation for services rendered to the Company: (1) a lump-sum cash amount equal to the sum of (i) Executive's unpaid base salary from the Company and its subsidiaries through the Date of Termination (at the rate in effect (without taking into account any reduction of base salary constituting Good Reason) just prior to the time a Notice of Termination is given); (ii) any benefit awards (including both the cash and stock components) which pursuant to the terms of any Retirement and Savings Plans have been earned or become payable payable, through the Date of Termination, to the extent not theretofore paid or otherwise provided for; (iii) that portion of the annual bonus under the companyCompany's incentive compensation plans determined by multiplying the greater of the actual bonus that would otherwise have been earned for a full year performance or target annual bonus by the fraction arrived at by dividing the number of full weeks worked by Executive during the calendar year of his Date of Termination by fifty-two (52); plus (iv) any unpaid vacation under the Company's vacation policy in effect at the Date of Termination (or, if more favorable to Executive, immediately prior to a Change in Control). For purposes of Section 3(a)(1)(iii), the Company shall pay the Executive the pro-rata portion of the target annual bonus within 5 days following the Date of Termination, and any additional bonus payment to which Executive is entitled on or before January 31 of the year following the year in which the Termination occurs. (2) a lump-sum cash amount equal to (a) 2 times Executive's highest annual rate of base salary from the Company and its subsidiaries in effect during the 12-month period prior to the Date of Termination plus (b) 2 times the target annual bonus in effect for the year in which the Change in Control occurs; provided, that any amount paid pursuant to this Section 3(a)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any other severance plan, policy, employment agreement or arrangement of the Company. (3) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of: (i) the employer matching contributions that would be made to the Caliber System, Inc. 401(k) Savings Plan; (ii) employer contributions that would be made to the Caliber System, Inc. Stock Bonus Plan; and (iii) supplemental credits that would be awarded under the Caliber System, Inc. Long-Term Stock Award Incentive Plan. This lump sum payment shall be based on the employer contributions and supplemental credits attributable to an additional 24 months of service under the specific plans referenced in this paragraph, or any applicable amended, successor or substitute plan or plans of the Company put into effect prior to a Change in Control. For purposes of the 401(k) Savings Plan and related supplemental stock credits, the calculations shall be made based on the assumption that the Executive made maximum contributions from the highest annual rate of base salary and target annual bonus under 3(a)(2)(abonus (a) (2)(a) and 3(a)(2)(b) to the 401(k) Savings Plan and that the matching percentage shall equal the highest matching percentage allowable under the 401(k) Savings Plan as of the Date of Termination (in no event less than 3.5% of eligible compensation under the 401(k) Savings Plan). For purposes of the Stock Bonus Plan and related supplemental stock credits, the calculations shall be based on the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and the formula in effect for the year in which the Date of Termination occurs (but in no event less than the average of the actual contribution/allocation percentages applicable to the 5 calendar years preceding the Date of Termination). For purposes of determining actuarial present value under this Section 3(a)(3), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (4) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits accrued under the Caliber System, Inc. 401(a)(17) Benefit Plan and Caliber System, Inc. Excess Plan based upon the mortality and interest factors in Section 3(a)(5) and upon service through the Date of Termination. For purposes of the actuarial present value calculation under this Section 3(a)(4), Executive shall be deemed fully vested for all actual service. (5) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits under the Caliber System, Inc. Pension Plan and Trust, Caliber System, Inc. 401(a)(17) Benefit Plan, and Caliber System, Inc. Excess Plan based upon an additional 24 months of age, service, and base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) above. For purposes of this Section 3(a)(5), the additional 24 months of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and any portion of the annual bonus under 3(a)(1)(iii) paid in the calendar year following the Date of Termination, shall be included as the final two years of pensionable wages. For purposes of determining actuarial present value under this Section 3(a)(5), the 1983 Group Mortality Table (assuming a blend of 50 percent of male mortality rates and 50 percent female mortality rates) shall be utilized. For purposes of determining actuarial present value under this Section 3(a)(5), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (b) If during the Transition Period, the employment of Executive terminates by reason of a Qualifying Termination, the Company will: (1) provide Executive and his dependents with health care coverage at the same level as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Continued Medical Coverage") for a period of 42 months from the Date of Termination; and (2) provide Executive and his dependents with accident, disability and life coverage at the same level and upon the same terms and otherwise to the same extent as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Welfare Benefits") for a period of 24 months from the Date of Termination. (3) The coverages described in subparagraphs (1) and (2) of this Section may be provided through continued participation in the Company's plans and programs or otherwise, as the Company determines. (4) During the first twenty four (24) months of Continued Medical Coverage, the Company and Executive will share the costs of such coverage in the same proportion as such costs were shared immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control). From the twenty-fifth (25th) through the end of the of the forty-second (42nd) month of Continued Medical Coverage, Executive will be required to pay the cost of such coverage at the rate the Company charges former employees, from time to time, for similar coverage under COBRA. The Company and Executive will share the costs of providing the Welfare Benefits in the same proportion as such costs were shared immediately prior to the Date of Termination (or, of more favorable to Executive, immediately prior to the Change in Control). (5) Continued Medical Coverage will terminate upon the earliest of (i) the expiration of 42 months from the Date of Termination, (ii) the commencement date of equivalent benefits from a new employer, or (iii) Executive's attainment of age 65. Welfare Benefits will terminate upon the earliest of (i) the expiration of 24 months from the Date of Termination, (ii) the commencement date of equivalent benefits a new employer, or (iii) Executive's attainment of age 65. Upon termination of Continued Medical Coverage, Executive may, if eligible, elect special continuation coverage for early retirees under the Caliber System, Inc. Medical, Dental and Vision Care Plan. Upon termination of Welfare Benefits, Executive may, if available, convert one or more of Executive's and his dependent's coverage to individual policies or programs. (c) If during the Transition Period, the employment of Executive shall terminate, by reason of a Qualifying Termination, then for a period of twelve months following the Date of Termination, the Company shall provide, at its expense, executive level outplacement assistance to the Executive by a nationally recognized outplacement firm acceptable to Executive.

Payments and Benefits Upon Termination of Employment. (a) If during the Transition Period the employment of Executive shall terminate, by reason of a Qualifying Termination, then the Company shall pay to Executive (or Executive's beneficiary or estate) within five (5) days following the Date of Termination (except as provided in Section 3(a)(1)(iii)), as compensation for services rendered to the Company: (1) a lump-sum cash amount equal to the sum of (i) Executive's unpaid base salary from the Company and its subsidiaries through the Date of Termination (at the rate in effect (without taking into account any reduction of base salary constituting Good Reason) just prior to the time a Notice of Termination is given); (ii) any benefit awards (including both the cash and stock components) which pursuant to the terms of any Retirement and Savings Plans have been earned or become payable through the Date of Termination, to the extent not theretofore paid or otherwise provided for; (iii) that portion of the annual bonus under the companyCompany's incentive compensation plans determined by multiplying the greater of the actual bonus that would otherwise have been earned for a full year performance or target annual bonus by the fraction arrived at by dividing the number of full weeks worked by Executive during the calendar year of his Date of Termination by fifty-two (52); plus (iv) any unpaid vacation under the Company's vacation policy in effect at the Date of Termination (or, if more favorable to Executive, immediately prior to a Change in Control). For purposes of Section 3(a)(1)(iii), the Company shall pay the Executive the pro-rata portion of the target annual bonus within 5 days following the Date of Termination, and any additional bonus payment to which Executive is entitled on or before January 31 of the year following the year in which the Termination occurs. (2) a lump-sum cash amount equal to (a) 2 times Executive's highest annual rate of base salary from the Company and its subsidiaries in effect during the 12-month period prior to the Date of Termination plus (b) 2 times the target annual bonus in effect for the year in which the Change in Control occurs; provided, that any amount paid pursuant to this Section 3(a)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any other severance plan, policy, employment agreement or arrangement of the Company. (3) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of: (i) the employer matching contributions that would be made to the Caliber System, Inc. 401(k) Savings Plan; (ii) employer contributions that would be made to the Caliber System, Inc. Stock Bonus Plan; and (iii) supplemental credits that would be awarded under the Caliber System, Inc. Long-Term Stock Award Incentive Plan. This lump sum payment shall be based on the employer contributions and supplemental credits attributable to an additional 24 months of service under the specific plans referenced in this paragraph, or any applicable amended, successor or substitute plan or plans of the Company put into effect prior to a Change in Control. For purposes of the 401(k) Savings Plan and related supplemental stock credits, the calculations shall be made based on the assumption that the Executive made maximum contributions from the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) to the 401(k) Savings Plan and that the matching percentage shall equal the highest matching percentage allowable under the 401(k) Savings Plan as of the Date of Termination (in no event less than 3.5% of eligible compensation under the 401(k) Savings Plan). For purposes of the Stock Bonus Plan and related supplemental stock credits, the calculations shall be based on the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and the formula in effect for the year in which the Date of Termination occurs (but in no event less than the average of the actual contribution/allocation percentages applicable to the 5 calendar years preceding the Date of Termination). For purposes of determining actuarial present value under this Section 3(a)(3), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (4) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits accrued under the Caliber System, Inc. 401(a)(17) Benefit Plan and Caliber System, Inc. Excess Plan based upon the mortality and interest factors in Section 3(a)(5) and upon service through the Date of Termination. For purposes of the actuarial present value calculation under this Section 3(a)(4), Executive shall be deemed fully vested for all actual service. (5) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits under the Caliber System, Inc. Pension Plan and Trust, Caliber System, Inc. 401(a)(17) Benefit Plan, and Caliber System, Inc. Excess Plan based upon an additional 24 months of age, service, and base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) above. For purposes of this Section 3(a)(5), the additional 24 months of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and any portion of the annual bonus under 3(a)(1)(iii) paid in the calendar year following the Date of Termination, shall be included as the final two years of pensionable wages. For purposes of determining actuarial present value under this Section 3(a)(5), the 1983 Group Mortality Table (assuming a blend of 50 percent of male mortality rates and 50 percent female mortality rates) shall be utilized. For purposes of determining actuarial present value under this Section 3(a)(5), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (b) If during the Transition Period, the employment of Executive terminates by reason of a Qualifying Termination, the Company will: (1) provide Executive and his dependents with health care coverage at the same level as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Continued Medical Coverage") for a period of 42 months from the Date of Termination; and (2) provide Executive and his dependents with accident, disability and life coverage at the same level and upon the same terms and otherwise to the same extent as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Welfare Benefits") for a period of 24 months from the Date of Termination. (3) The coverages described in subparagraphs (1) and (2) of this Section may be provided through continued participation in the Company's plans and programs or otherwise, as the Company determines. (4) During the first twenty four (24) months of Continued Medical Coverage, the Company and Executive will share the costs of such coverage in the same proportion as such costs were shared immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control). From the twenty-fifth (25th) through the end of the of the forty-second (42nd) month of Continued Medical Coverage, Executive will be required to pay the cost of such coverage at the rate the Company charges former employees, from time to time, for similar coverage under COBRA. The Company and Executive will share the costs of providing the Welfare Benefits in the same proportion as such costs were shared immediately prior to the Date of Termination (or, of more favorable to Executive, immediately prior to the Change in Control). (5) Continued Medical Coverage will terminate upon the earliest of (i) the expiration of 42 months from the Date of Termination, (ii) the commencement date of equivalent benefits from a new employer, or (iii) Executive's attainment of age 65. Welfare Benefits will terminate upon the earliest of (i) the expiration of 24 months from the Date of Termination, (ii) the commencement date of equivalent benefits a new employer, or (iii) Executive's attainment of age 65. Upon termination of Continued Medical Coverage, Executive may, if eligible, elect special continuation coverage for early retirees under the Caliber System, Inc. Medical, Dental and Vision Care Plan. Upon termination of Welfare Benefits, Executive may, if available, convert one or more of Executive's and his dependent's coverage to individual policies or programs. (c) If during the Transition Period, the employment of Executive shall terminate, by reason of a Qualifying Termination, then for a period of twelve months following the Date of Termination, the Company shall provide, at its expense, executive level outplacement assistance to the Executive by a nationally recognized outplacement firm acceptable to Executive.shall

Payments and Benefits Upon Termination of Employment. (a) If during the Transition Period the employment of Executive shall terminate, by reason of a Qualifying Termination, then the Company shall pay to Executive (or Executive's beneficiary or estate) within five (5) days following the Date of Termination (except as provided in Section 3(a)(1)(iii))Termination, as compensation for services rendered to the Company, for severance and in consideration for Section 6 [50% of Section 3(a)(2) for the latter]: (1) a lump-sum cash amount equal to the sum of (i) Executive's unpaid base salary from the Company and its subsidiaries through the Date of Termination ([at the rate in effect (without taking into account any reduction of base salary constituting Good Reasonin connection with the termination) just prior to the time a Notice of Termination is given)]; (ii) any benefit awards (including both the cash and stock components) which pursuant to the terms of any Retirement and Savings Plans Company plans have been earned or become payable through the Date of Terminationpayable, to the extent not theretofore paid or otherwise provided forpaid; plus (iii) that portion of the target annual bonus under the companyCompany's incentive compensation plans determined by multiplying the greater of the actual bonus that would otherwise have been earned for a full year performance or target annual bonus by the fraction arrived at by dividing the number of full weeks worked by Executive during the calendar year of his Date of Termination by fifty-two (52); plus (iv) any unpaid vacation under the Company's vacation policy in effect at the Date of Termination (or, if more favorable to Executive, immediately prior to a Change in Control). For purposes of Section 3(a)(1)(iii), the Company shall pay the Executive the pro-rata portion of the target annual bonus within 5 days following the Date of Termination, and any additional bonus payment to which Executive is entitled on or before January 31 of the year following the year in which the Termination occurs.4 4 (2) a lump-sum cash amount equal to 1 times (a) 2 times Executive's highest annual rate of base salary from the Company and its subsidiaries in effect during the 12-month period prior to the Date of Termination plus (b) 2 times the target annual bonus in effect for the year in which the Change in Control termination occurs; provided, that any amount paid pursuant to this Section 3(a)(2) shall be offset by and reduce any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any other severance plan, policy, employment agreement or arrangement of the Company. (3) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of: (i) the employer matching contributions that would be made to the Caliber System, Inc. 401(k) Savings Plan; (ii) employer contributions that would be made to the Caliber System, Inc. Stock Bonus Plan; and (iii) supplemental credits that would be awarded under the Caliber System, Inc. Long-Term Stock Award Incentive Plan. This lump sum payment shall be based on the employer contributions and supplemental credits attributable to an additional 24 months of service under the specific plans referenced in this paragraph, or any applicable amended, successor or substitute plan or plans of the Company put into effect prior to a Change in Control. For purposes of the 401(k) Savings Plan and related supplemental stock credits, the calculations shall be made based on the assumption that the Executive made maximum contributions from the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) to the 401(k) Savings Plan and that the matching percentage shall equal the highest matching percentage allowable under the 401(k) Savings Plan as of the Date of Termination (in no event less than 3.5% of eligible compensation under the 401(k) Savings Plan). For purposes of the Stock Bonus Plan and related supplemental stock credits, the calculations shall be based on the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and the formula in effect for the year in which the Date of Termination occurs (but in no event less than the average of the actual contribution/allocation percentages applicable to the 5 calendar years preceding the Date of Termination). For purposes of determining actuarial present value under this Section 3(a)(3), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (4) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits accrued under the Caliber System, Inc. 401(a)(17) Benefit Plan and Caliber System, Inc. Excess Plan based upon the mortality and interest factors in Section 3(a)(5) and upon service through the Date of Termination. For purposes of the actuarial present value calculation under this Section 3(a)(4), Executive shall be deemed fully vested for all actual service. (5) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits under the Caliber System, Inc. Pension Plan and Trust, Caliber System, Inc. 401(a)(17) Benefit Plan, and Caliber System, Inc. Excess Plan based upon an additional 24 months of age, service, and base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) above. For purposes of this Section 3(a)(5), the additional 24 months of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and any portion of the annual bonus under 3(a)(1)(iii) paid in the calendar year following the Date of Termination, shall be included as the final two years of pensionable wages. For purposes of determining actuarial present value under this Section 3(a)(5), the 1983 Group Mortality Table (assuming a blend of 50 percent of male mortality rates and 50 percent female mortality rates) shall be utilized. For purposes of determining actuarial present value under this Section 3(a)(5), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (b) If during the Transition Period, the employment of Executive terminates shall terminate, by reason of a Qualifying Termination, then for a period ending on the earliest of (i) twelve (12) months following the Date of Termination, (ii) the commencement date of equivalent benefits from a new employer, or (iii) Executive's Normal Retirement Date under the terms of the Retirement and Savings Plans, the Company will: shall continue to keep in full force and effect (1or otherwise provide) provide all plans and policies of medical, accident, disability and life insurance with respect to Executive and his dependents with health care coverage at the same level of coverage, upon the same terms and otherwise to the same extent as that such plans and policies shall have been in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to after the Change in Control) ("Continued Medical Coverage") for a period of 42 months from the Date of Termination; and (2) provide Executive termination), and his dependents with accident, disability and life coverage at the same level and upon the same terms and otherwise to the same extent as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Welfare Benefits") for a period of 24 months from the Date of Termination. (3) The coverages described in subparagraphs (1) and (2) of this Section may be provided through continued participation in the Company's plans and programs or otherwise, as the Company determines. (4) During the first twenty four (24) months of Continued Medical Coverage, the Company and Executive will shall share the costs of continuing such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to after the Change in Controltermination). From In addition, upon such termination, the twenty-fifth (25th) through Company shall pay Executive, as promptly as the amount can be determined following such termination, the then actuarial present value of the pension benefits that would be attributable to an additional 12 months of credited age and service under the Retirement and Savings Plans. If, at the end of the of the forty-second twelve (42nd12) month of Continued Medical Coverage, Executive will be required to pay the cost of such coverage at the rate the Company charges former employees, from time to time, for similar coverage under COBRA. The Company and Executive will share the costs of providing the Welfare Benefits in the same proportion as such costs were shared immediately prior to the Date of Termination (or, of more favorable to Executive, immediately prior to the Change in Control). (5) Continued Medical Coverage will terminate upon the earliest of (i) the expiration of 42 months from following the Date of Termination, (ii) Executive has not reached his Normal Retirement Date under the commencement date of Retirement and Savings Plans, and is not then receiving equivalent benefits from a new employer, or (iii) Executive's attainment of age 65. Welfare Benefits will terminate upon the earliest of (i) Company shall arrange, to the expiration of 24 months from the Date of Terminationextent it can reasonably do so, (ii) the commencement date of equivalent benefits a new employer, or (iii) Executive's attainment of age 65. Upon termination of Continued Medical Coverage, to enable Executive may, if eligible, elect special continuation coverage for early retirees under the Caliber System, Inc. Medical, Dental and Vision Care Plan. Upon termination of Welfare Benefits, Executive may, if available, to convert one or more of Executive's and his dependent's dependents' coverage under any such insurance policies and plans (e.g., medical, life insurance) to individual policies or programsprograms upon the same terms as employees of the Company may apply for such conversions. (c) If during the Transition Period, the employment of Executive shall terminate, by reason of a Qualifying Termination, then for a period of twelve months any stock credit benefits provided to Executive under any Retirement and Savings Plans shall become fully vested and payable within five (5) days following the Date of Termination. (d) If Executive's employment shall be terminated for Cause, the Company shall provide, pay Executive his full base salary through the Date of Termination at its expense, executive level outplacement assistance the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Executive by a nationally recognized outplacement firm acceptable to Executiveunder this Agreement.

Payments and Benefits Upon Termination of Employment. (a) If during the Transition Period the employment of Executive shall terminate, by reason of a Qualifying Termination, then the Company shall pay to Executive (or Executive's beneficiary or estate) within five (5) days following the Date of Termination (except as provided in Section 3(a)(1)(iii))Termination, as compensation for services rendered to the Company: (1) a lump-sum cash amount equal to the sum of (i) Executive's unpaid base salary from the Company and its subsidiaries through the Date of Termination (at the rate in effect (without taking into account any reduction of base salary constituting Good Reason) just prior to the time a Notice of Termination is given); (ii) any benefit awards (including both the cash and stock components) which pursuant to the terms of any Retirement and Savings Plans have been earned or become payable payable, through the Date of Termination, to the extent not theretofore paid or otherwise provided for; (iii) that portion of the target annual bonus under the companyCompany's incentive compensation plans determined by multiplying the greater of the actual bonus that would otherwise have been earned for a full year performance or target annual bonus by the fraction arrived at by dividing the number of full weeks worked by Executive during the calendar year of his Date of Termination by fifty-two (52); plus (iv) any unpaid vacation under the Company's vacation policy in effect at the Date of Termination (or, if more favorable to Executive, immediately prior to a Change in Control). For purposes of Section 3(a)(1)(iii), the Company shall pay the Executive the pro-rata portion of the target annual bonus within 5 days following the Date of Termination, and any additional bonus payment to which Executive is entitled on or before January 31 of the year following the year in which the Termination occurs. (2) a lump-sum cash amount equal to (a) 2 times Executive's highest annual rate of base salary from the Company and its subsidiaries in effect during the 12-month period prior to the Date of Termination plus (b) 2 times the target annual bonus in effect for the year in which the Change in Control occurs; provided, that any amount paid pursuant to this Section 3(a)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any other severance plan, policy, employment agreement or arrangement of the Company. (3) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of: (i) of the employer matching contributions benefits that would be made to the Caliber System, Inc. 401(k) Savings Plan; (ii) employer contributions that would be made to the Caliber System, Inc. Stock Bonus Plan; and (iii) supplemental credits that would be awarded under the Caliber System, Inc. Long-Term Stock Award Incentive Plan. This lump sum payment shall be based on the employer contributions and supplemental credits attributable to an additional 24 twenty-four (24) months of age and service under the specific plans referenced in this paragraph, or any applicable amended, successor or substitute plan or plans of the Company put into effect prior to a Change in Control. For purposes of the 401(k) Retirement and Savings Plan and related supplemental stock credits, the calculations shall be made based on the assumption that the Executive made maximum contributions from the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) to the 401(k) Savings Plan and that the matching percentage shall equal the highest matching percentage allowable under the 401(k) Savings Plan as of the Date of Termination (in no event less than 3.5% of eligible compensation under the 401(k) Savings Plan). For purposes of the Stock Bonus Plan and related supplemental stock credits, the calculations shall be based on the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and the formula in effect for the year in which the Date of Termination occurs (but in no event less than the average of the actual contribution/allocation percentages applicable to the 5 calendar years preceding the Date of Termination). For purposes of determining actuarial present value under this Section 3(a)(3), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (4) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits accrued under the Caliber System, Inc. 401(a)(17) Benefit Plan and Caliber System, Inc. Excess Plan based upon the mortality and interest factors in Section 3(a)(5) and upon service through the Date of Termination. For purposes of the actuarial present value calculation under this Section 3(a)(4), Executive shall be deemed fully vested for all actual service. (5) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits under the Caliber System, Inc. Pension Plan and Trust, Caliber System, Inc. 401(a)(17) Benefit Plan, and Caliber System, Inc. Excess Plan based upon an additional 24 months of age, service, and base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) above. For purposes of this Section 3(a)(5), the additional 24 months of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and any portion of the annual bonus under 3(a)(1)(iii) paid in the calendar year following the Date of Termination, shall be included as the final two years of pensionable wages. For purposes of determining actuarial present value under this Section 3(a)(5), the 1983 Group Mortality Table (assuming a blend of 50 percent of male mortality rates and 50 percent female mortality rates) shall be utilized. For purposes of determining actuarial present value under this Section 3(a)(5), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code)Plans. (b) If during the Transition Period, the employment of Executive terminates by reason of a Qualifying Termination, the Company will: (1) provide Executive and his dependents with health care coverage at the same level as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Continued Medical Coverage") for a period of 42 months from the Date of Termination; and (2) provide Executive and his dependents with accident, disability and life coverage at the same level and upon the same terms and otherwise to the same extent as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Welfare Benefits") for a period of 24 months from the Date of Termination. (3) The coverages described in subparagraphs (1) and (2) of this Section may be provided through continued participation in the Company's plans and programs or otherwise, as the Company determines. (4) During the first twenty four (24) months of Continued Medical Coverage, the Company and Executive will share the costs of such coverage in the same proportion as such costs were shared immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control). From the twenty-fifth (25th) through the end of the of the forty-second (42nd) month of Continued Medical Coverage, Executive will be required to pay the cost of such coverage at the rate the Company charges former employees, from time to time, for similar coverage under COBRA. The Company and Executive will share the costs of providing the Welfare Benefits in the same proportion as such costs were shared immediately prior to the Date of Termination (or, of more favorable to Executive, immediately prior to the Change in Control). (5) Continued Medical Coverage will terminate upon the earliest of (i) the expiration of 42 months from the Date of Termination, (ii) the commencement date of equivalent benefits from a new employer, or (iii) Executive's attainment of age 65. Welfare Benefits will terminate upon the earliest of (i) the expiration of 24 months from the Date of Termination, (ii) the commencement date of equivalent benefits a new employer, or (iii) Executive's attainment of age 65. Upon termination of Continued Medical Coverage, Executive may, if eligible, elect special continuation coverage for early retirees under the Caliber System, Inc. Medical, Dental and Vision Care Plan. Upon termination of Welfare Benefits, Executive may, if available, convert one or more of Executive's and his dependent's coverage to individual policies or programs. (c) If during the Transition Period, the employment of Executive shall terminate, by reason of a Qualifying Termination, then for a period of twelve months following the Date of Termination, the Company shall provide, at its expense, executive level outplacement assistance to the Executive by a nationally recognized outplacement firm acceptable to Executive.

Payments and Benefits Upon Termination of Employment. (a) If during the Transition Period the employment of Executive shall terminate, by reason of a Qualifying Termination, then the Company shall pay to Executive (or Executive's beneficiary or estate) within five (5) days following the Date of Termination (except as provided in Section 3(a)(1)(iii)), as compensation for services rendered to the Company: (1) a lump-sum cash amount equal to the sum of (i) Executive's unpaid base salary from the Company and its subsidiaries through the Date of Termination (at the rate in effect (without taking into account any reduction of base salary constituting Good Reason) just prior to the time a Notice of Termination is given); (ii) any benefit awards (including both the cash and stock components) which pursuant to the terms of any Retirement and Savings Plans have been earned or become payable through the Date of Termination, to the extent not theretofore paid or otherwise provided for; (iii) that portion of the annual bonus under the companyCompany's incentive compensation plans determined by multiplying the greater of the actual bonus that would otherwise have been earned for a full year performance or target annual bonus bonus, by the fraction arrived at by dividing the number of full weeks worked by Executive during the calendar year of his Date of Termination by fifty-two (52); plus (iv) any unpaid vacation under the Company's vacation policy in effect at the Date of Termination (or, if more favorable to Executive, immediately prior to a Change in Control). For purposes of Section 3(a)(1)(iii), the Company shall pay the Executive the pro-rata portion of the target annual bonus within 5 days following the Date of Termination, and any additional bonus payment to which Executive is entitled on or before January 31 of the year following the year in which the Termination occurs. (2) a lump-sum cash amount equal to (a) 2 3 times Executive's highest annual rate of base salary from the Company and its subsidiaries in effect during the 12-month period prior to the Date of Termination plus (b) 2 3 times the target annual bonus in effect for the year in which the Change in Control occurs; provided, that any amount paid pursuant to this Section 3(a)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any other severance plan, policy, employment agreement or arrangement of the Company. (3) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of: (i) the employer matching contributions that would be made to the Caliber System, Inc. 401(k) Savings Plan; (ii) employer contributions that would be made to the Caliber System, Inc. Stock Bonus Plan; and (iii) supplemental credits that would be awarded under the Caliber System, Inc. Long-Term Stock Award Incentive Plan. This lump sum payment shall be based on the employer contributions and supplemental credits attributable to an additional 24 36 months of service under the specific plans referenced in this paragraph, or any applicable amended, successor or substitute plan or plans of the Company put into effect prior to a Change in Control. For purposes of the 401(k) Savings Plan and related supplemental stock credits, the calculations shall be made based on the assumption that the Executive made maximum contributions from the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) to the 401(k) Savings Plan and that the matching percentage shall equal the highest matching percentage allowable under the 401(k) Savings Plan as of the Date of Termination (in no event less than 3.5% of eligible compensation under the 401(k) Savings Plan). For purposes of the Stock Bonus Plan and related supplemental stock credits, the calculations shall be based on the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and the formula in effect for the year in which the Date of Termination occurs (but in no event less than the average of the actual contribution/allocation percentages applicable to the 5 calendar years preceding the Date of Termination). For purposes of determining actuarial present value under this Section 3(a)(3), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (4) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits accrued under the Caliber System, Inc. 401(a)(17) Benefit Plan and Caliber System, Inc. Excess Plan based upon the mortality and interest factors in Section 3(a)(5) and upon service through the Date of Termination. For purposes of the actuarial present value calculation under this Section 3(a)(4), Executive shall be deemed fully vested for all actual service. (5) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits under the Caliber System, Inc. Pension Plan and Trust, Caliber System, Inc. 401(a)(17) Benefit Plan, and Caliber System, Inc. Excess Plan based upon an additional 24 months of age, service, and base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) above. For purposes of this Section 3(a)(5), the additional 24 months of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and any portion of the annual bonus under 3(a)(1)(iii) paid in the calendar year following the Date of Termination, shall be included as the final two years of pensionable wages. For purposes of determining actuarial present value under this Section 3(a)(5), the 1983 Group Mortality Table (assuming a blend of 50 percent of male mortality rates and 50 percent female mortality rates) shall be utilized. For purposes of determining actuarial present value under this Section 3(a)(5), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (b) If during the Transition Period, the employment of Executive terminates by reason of a Qualifying Termination, the Company will: (1) provide Executive and his dependents with health care coverage at the same level as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Continued Medical Coverage") for a period of 42 months from the Date of Termination; and (2) provide Executive and his dependents with accident, disability and life coverage at the same level and upon the same terms and otherwise to the same extent as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Welfare Benefits") for a period of 24 months from the Date of Termination. (3) The coverages described in subparagraphs (1) and (2) of this Section may be provided through continued participation in the Company's plans and programs or otherwise, as the Company determines. (4) During the first twenty four (24) months of Continued Medical Coverage, the Company and Executive will share the costs of such coverage in the same proportion as such costs were shared immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control). From the twenty-fifth (25th) through the end of the of the forty-second (42nd) month of Continued Medical Coverage, Executive will be required to pay the cost of such coverage at the rate the Company charges former employees, from time to time, for similar coverage under COBRA. The Company and Executive will share the costs of providing the Welfare Benefits in the same proportion as such costs were shared immediately prior to the Date of Termination (or, of more favorable to Executive, immediately prior to the Change in Control). (5) Continued Medical Coverage will terminate upon the earliest of (i) the expiration of 42 months from the Date of Termination, (ii) the commencement date of equivalent benefits from a new employer, or (iii) Executive's attainment of age 65. Welfare Benefits will terminate upon the earliest of (i) the expiration of 24 months from the Date of Termination, (ii) the commencement date of equivalent benefits a new employer, or (iii) Executive's attainment of age 65. Upon termination of Continued Medical Coverage, Executive may, if eligible, elect special continuation coverage for early retirees under the Caliber System, Inc. Medical, Dental and Vision Care Plan. Upon termination of Welfare Benefits, Executive may, if available, convert one or more of Executive's and his dependent's coverage to individual policies or programs. (c) If during the Transition Period, the employment of Executive shall terminate, by reason of a Qualifying Termination, then for a period of twelve months following the Date of Termination, the Company shall provide, at its expense, executive level outplacement assistance to the Executive by a nationally recognized outplacement firm acceptable to Executive.of

Payments and Benefits Upon Termination of Employment. (a) If during the Transition Period the employment of Executive shall terminate, by reason of a Qualifying Termination, then the Company shall pay to Executive (or Executive's beneficiary or estate) within five (5) days following the Date of Termination (except as provided in Section 3(a)(1)(iii))Termination, as compensation for services rendered to the Company: (1) a lump-sum cash amount equal to the sum of (i) Executive's unpaid base salary from the Company and its subsidiaries through the Date of Termination (at the rate in effect (without taking into account any reduction of base salary constituting Good Reason) just prior to the time a Notice of Termination is given); (ii) any benefit awards (including both the cash and stock components) which pursuant to the terms of any Retirement and Savings Plans have been earned or become payable through the Date of Termination, to the extent not theretofore paid or otherwise provided for; (iii) that portion of the target annual bonus under the company's incentive compensation plans determined by multiplying the greater of the actual bonus that would otherwise have been earned for a full year performance or target annual bonus by the fraction arrived at by dividing the number of full weeks worked by Executive during the calendar year of his Date of Termination by fifty-two (52); plus (iv) any unpaid vacation under the Company's vacation policy in effect at the Date of Termination (or, if more favorable to Executive, immediately prior to a Change in Control). For purposes of Section 3(a)(1)(iii), the Company shall pay the Executive the pro-rata portion of the target annual bonus within 5 days following the Date of Termination, and any additional bonus payment to which Executive is entitled on or before January 31 of the year following the year in which the Termination occurs. (2) a lump-sum cash amount equal to (a) 2 times Executive's highest annual rate of base salary from the Company and its subsidiaries in effect during the 12-month period prior to the Date of Termination plus (b) 2 times the target annual bonus in effect for the year in which the Change in Control occurs; provided, that any amount paid pursuant to this Section 3(a)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any other severance plan, policy, employment agreement or arrangement of the Company. (3) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of: (i) of the employer matching contributions benefits that would be made attributable to the Caliber System, Inc. 401(kadditional twenty-four (24) Savings Plan; (ii) employer contributions that would be made to the Caliber System, Inc. Stock Bonus Plan; and (iii) supplemental credits that would be awarded under the Caliber System, Inc. Long-Term Stock Award Incentive Plan. This lump sum payment shall be based on the employer contributions and supplemental credits attributable to an additional 24 months of age and service under the specific plans referenced in this paragraph, or any applicable amended, successor or substitute plan or plans of the Company put into effect prior to a Change in Control. For purposes of the 401(k) Retirement and Savings Plan and related supplemental stock credits, the calculations shall be made based on the assumption that the Executive made maximum contributions from the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) to the 401(k) Savings Plan and that the matching percentage shall equal the highest matching percentage allowable under the 401(k) Savings Plan as of the Date of Termination (in no event less than 3.5% of eligible compensation under the 401(k) Savings Plan). For purposes of the Stock Bonus Plan and related supplemental stock credits, the calculations shall be based on the highest annual rate of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and the formula in effect for the year in which the Date of Termination occurs (but in no event less than the average of the actual contribution/allocation percentages applicable to the 5 calendar years preceding the Date of Termination). For purposes of determining actuarial present value under this Section 3(a)(3), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (4) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits accrued under the Caliber System, Inc. 401(a)(17) Benefit Plan and Caliber System, Inc. Excess Plan based upon the mortality and interest factors in Section 3(a)(5) and upon service through the Date of Termination. For purposes of the actuarial present value calculation under this Section 3(a)(4), Executive shall be deemed fully vested for all actual service. (5) a lump-sum cash amount equal to the actuarial present value as of the Date of Termination of the benefits under the Caliber System, Inc. Pension Plan and Trust, Caliber System, Inc. 401(a)(17) Benefit Plan, and Caliber System, Inc. Excess Plan based upon an additional 24 months of age, service, and base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b) above. For purposes of this Section 3(a)(5), the additional 24 months of base salary and target annual bonus under 3(a)(2)(a) and 3(a)(2)(b), and any portion of the annual bonus under 3(a)(1)(iii) paid in the calendar year following the Date of Termination, shall be included as the final two years of pensionable wages. For purposes of determining actuarial present value under this Section 3(a)(5), the 1983 Group Mortality Table (assuming a blend of 50 percent of male mortality rates and 50 percent female mortality rates) shall be utilized. For purposes of determining actuarial present value under this Section 3(a)(5), the interest rate on 30-year Treasury securities for the month of November preceding the calendar year in which the Date of Termination occurs shall be used (such rate is the "applicable interest rate" under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code)Plans. (b) If during the Transition Period, the employment of Executive terminates by reason of a Qualifying Termination, the Company will: (1) provide Executive and his dependents with health care coverage at the same level as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Continued Medical Coverage") for a period of 42 months from the Date of Termination; and (2) provide Executive and his dependents with accident, disability and life coverage at the same level and upon the same terms and otherwise to the same extent as that in effect immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control) ("Welfare Benefits") for a period of 24 months from the Date of Termination. (3) The coverages described in subparagraphs (1) and (2) of this Section may be provided through continued participation in the Company's plans and programs or otherwise, as the Company determines. (4) During the first twenty four (24) months of Continued Medical Coverage, the Company and Executive will share the costs of such coverage in the same proportion as such costs were shared immediately prior to the Date of Termination (or, if more favorable to Executive, immediately prior to the Change in Control). From the twenty-fifth (25th) through the end of the of the forty-second (42nd) month of Continued Medical Coverage, Executive will be required to pay the cost of such coverage at the rate the Company charges former employees, from time to time, for similar coverage under COBRA. The Company and Executive will share the costs of providing the Welfare Benefits in the same proportion as such costs were shared immediately prior to the Date of Termination (or, of more favorable to Executive, immediately prior to the Change in Control). (5) Continued Medical Coverage will terminate upon the earliest of (i) the expiration of 42 months from the Date of Termination, (ii) the commencement date of equivalent benefits from a new employer, or (iii) Executive's attainment of age 65. Welfare Benefits will terminate upon the earliest of (i) the expiration of 24 months from the Date of Termination, (ii) the commencement date of equivalent benefits a new employer, or (iii) Executive's attainment of age 65. Upon termination of Continued Medical Coverage, Executive may, if eligible, elect special continuation coverage for early retirees under the Caliber System, Inc. Medical, Dental and Vision Care Plan. Upon termination of Welfare Benefits, Executive may, if available, convert one or more of Executive's and his dependent's coverage to individual policies or programs. (c) If during the Transition Period, the employment of Executive shall terminate, by reason of a Qualifying Termination, then for a period of twelve months following the Date of Termination, the Company shall provide, at its expense, executive level outplacement assistance to the Executive by a nationally recognized outplacement firm acceptable to Executive.