Common use of Pension Benefits Clause in Contracts

Pension Benefits. (a) The Executive will continue to participate in the registered pension plan and unfunded supplemental plan in which the Executive is enrolled on the date of commencement of the Termination Leave (the "Pension Plans") on the following terms: (i) for the purposes of any contribution (notional or actual) provision of the Pension Plans, the amounts paid to the Executive pursuant to section 4.1(a) of the Agreement shall be treated in the same manner that payments of salary to the Executive were recognized prior to the date of commencement of the Executive's Termination Leave, and the amounts paid to the Executive pursuant to section 4.1(c) of the Agreement shall be treated in the same manner that payments under the Corporation's incentive compensation programs were recognized prior to the date of commencement of the Executive's Termination Leave; (ii) if on the Termination Date the Executive has not satisfied a vesting condition under the Pension Plans, the Executive will be deemed to have satisfied this condition; (iii) upon the completion of the Executive's Termination Leave, the Executive shall become entitled to benefits under the Pension Plans on the basis that the Executive terminated employment with the Corporation on that date. (b) If the circumstances described in section 4.2 of the Agreement arise, the Executive shall immediately stop accumulating further benefits under the Pension Plans, and, without limitation, any payment the Executive becomes entitled to pursuant to section 4.2(a) of the Agreement shall not be recognized under any contribution (actual or notional) provision of the Pension Plans. SCHEDULE B TREATMENT OF BENEFITS AND PERQUISITES ON ELECTION OF LUMP SUM SETTLEMENT All benefits, privileges and perquisites the Executive might formerly have received as a result of employment with the Corporation will cease as of the Effective Date except as expressly set out below:

Pension Benefits. (a) The Executive On and following the Spin-Off Date, HY and its Subsidiaries will continue to participate in retain sponsorship of and be solely responsible for the registered management and administration of, any defined benefit pension plan and unfunded supplemental plan in which the Executive is enrolled that was sponsored by HY or one of its Subsidiaries on the date of commencement of the Termination Leave (the "Pension Plans") on the following terms: (i) for the purposes of any contribution (notional or actual) provision of the Pension Plans, the amounts paid to the Executive pursuant to section 4.1(a) of the Agreement shall be treated in the same manner that payments of salary to the Executive were recognized prior to the date of commencement of the Executive's Termination Leave, and the amounts paid to the Executive pursuant to section 4.1(c) of the Agreement shall be treated in the same manner that payments under the Corporation's incentive compensation programs were recognized prior to the date of commencement of the Executive's Termination Leave; (ii) if on the Termination Date the Executive has not satisfied a vesting condition under the Pension Plans, the Executive will be deemed to have satisfied this condition; (iii) upon the completion of the Executive's Termination Leave, the Executive shall become entitled to benefits under the Pension Plans on the basis that the Executive terminated employment with the Corporation on that dateSpin-Off Date. (b) If Employees and former employees of NMHG and its Subsidiaries (the circumstances described “NMHG Participants”) also participate in section 4.2 the Combined Defined Benefit Plan of Parent and its Subsidiaries (the “Parent Pension Plan”). Immediately prior to the Spin-Off Date, Parent will spin off the assets and Liabilities of the Agreement ariseParent Pension Plan attributable to the accrued benefits of the NMHG Participants under Part III of the Parent Pension Plan (the “Part III Benefits”), to a separate defined benefit pension plan intended to be qualified under Section 401(a) of the Code that will be assumed, sponsored and maintained by NMHG (the “NMHG Pension Plan”). The amount of assets transferred to the NMHG Pension Plan and the transfer thereof will comply with the requirements of Sections 411(d)(6), 414(l) and 401(a)(12) of the Code and the regulations issued thereunder; provided that prior to the Spin-Off Date, HY and Parent will mutually agree on the amount that NMHG will be required to contribute to the Parent Pension Plan in order to effectuate the asset transfer and HY will make (or cause NMHG to make) such contribution prior to the Spin-Off Date at such time as agreed upon by Parent and HY. Notwithstanding the foregoing, the Executive shall immediately stop accumulating further benefits assets and Liabilities of the Parent Pension Plan attributable to the accrued benefit of any employee or former employee of HY and its Subsidiaries under Part I of the Parent Pension PlansPlan (the “Part I Benefits”) will remain within the Parent Pension Plan, and, without limitation, any payment the Executive becomes entitled to pursuant to section 4.2(a) of the Agreement shall not be recognized under any contribution (actual or notional) provision of the Pension Plans. SCHEDULE B TREATMENT OF BENEFITS AND PERQUISITES ON ELECTION OF LUMP SUM SETTLEMENT All benefits, privileges and perquisites the Executive might formerly have received as a result thereof, employees or former employees of employment HY and its Subsidiaries will continue to be entitled to receive any Part I Benefits in accordance with the Corporation will cease terms of the Parent Pension Plan, as in effect from time to time. In furtherance of, but without limiting the foregoing, effective as of the Effective Date Spin-Off Date, (i) HY and its Subsidiaries will have no Liability or obligations, and Parent agrees to assume and pay for any such Liabilities or obligations, under the Parent Pension Plan (the “Pension Plan Obligations”), (ii) HY and its Subsidiaries will have no further responsibility for the administration of the Parent Pension Plan, (iii) Parent and its Subsidiaries (other than HY and its Subsidiaries) will have no Liability or obligations, and HY agrees to assume and pay for any such Liabilities or obligations, under the NMHG Pension Plan, and (iv) Parent and its Subsidiaries (other than HY and its Subsidiaries) will have no further responsibility for the administration of the NMHG Pension Plan except as expressly set out below:specified in the Transition Services Agreement.

Pension Benefits. (a) The Executive will continue to participate in the registered pension plan and unfunded supplemental plan in which the Executive is enrolled on the date of commencement of the Termination Leave (the "Pension Plans") on the following terms: (i) for the purposes of any contribution (notional or actual) provision of the Pension Plans, the amounts paid to the Executive pursuant to section 4.1(a) of the Agreement shall be treated in the same manner that payments of salary to the Executive were recognized prior to the date of commencement of the Executive's Termination Leave, and the amounts paid to the Executive pursuant to section 4.1(c) of the Agreement shall be treated in the same manner that payments under the CorporationCompany's incentive compensation programs were recognized prior to the date of commencement of the Executive's Termination Leave; (ii) if on the Termination Date the Executive has not satisfied a vesting condition under the Pension Plans, the Executive will be deemed to have satisfied this condition; (iii) upon the completion of the Executive's Termination Leave, the Executive shall become entitled to benefits under the Pension Plans on the basis that the Executive terminated employment with the Corporation Company on that date. (b) If the circumstances described in section 4.2 of the Agreement arise, the Executive shall immediately stop accumulating further benefits under the Pension Plans, and, without limitation, any payment the Executive becomes entitled to pursuant to section 4.2(a) of the Agreement shall not be recognized under any contribution (actual or notional) provision of the Pension Plans. SCHEDULE B TREATMENT OF BENEFITS AND PERQUISITES ON ELECTION OF LUMP SUM SETTLEMENT All benefits, privileges and perquisites the Executive might formerly have received as a result of employment with the Corporation Company will cease as of the Effective Date except as expressly set out below:

Pension Benefits. (ai) The Executive As of the Rights Closing Effective Time, each SHO Employee who is a participant in the Sears Holdings Pension Plan (the “SHLD Pension Plan”) (which is a frozen defined benefit pension plan) will continue cease to actively participate in the registered pension plan SHLD Pension Plan and unfunded supplemental plan in which will be treated as a terminated participant or retiree, as applicable, under the Executive is enrolled on SHLD Pension Plan. No additional service will accrue under the SHLD Pension Plan after such date of commencement of the Termination Leave for any purpose (the "Pension Plans"e.g., eligibility or vesting) on the following terms: (i) for the purposes of with respect to a SHO Employee until or unless such SHO Employee again becomes a SHLD employee. Notwithstanding any contribution (notional or actual) other provision of the Pension Planscontained herein, the amounts paid neither SHO nor its Affiliates will have any Liability with respect to the Executive pursuant to section 4.1(a) of the Agreement shall be treated in the same manner that payments of salary to the Executive were recognized prior to the date of commencement of the Executive's Termination LeaveSHLD Pension Plan for any SHO Employee, and the amounts paid to the Executive pursuant to section 4.1(c) of the Agreement shall be treated in the same manner that payments under the Corporation's incentive compensation programs were recognized prior to the date of commencement of the Executive's Termination Leave;their respective Plan Payees, except as required by Law. (ii) if on As of the Termination Date Rights Closing Effective Time, each SHO Employee who is a participant in the Executive has not satisfied Sears, Xxxxxxx and Co.’s Supplemental Retirement Income Plan (the “SHLD SRIP”) (which is a vesting condition frozen, non-qualified deferred compensation plan that supplements the pension benefit under the SHLD Pension Plans, Plan for certain participants of the Executive SHLD Pension Plan) will cease to actively participate in the SHLD SRIP and will be deemed treated as a terminated participant or retiree, as applicable, under the SHLD SRIP. No additional service will accrue under the SHLD SRIP after such date for any purpose (e.g., eligibility or vesting). Notwithstanding any other provision contained herein, neither SHO nor any SHO Affiliate will have any Liability with respect to have satisfied this condition;the SHLD SRIP for any SHO Employee, and their respective Plan Payees, except as required by Law. (iii) upon As soon as practicable after the completion Rights Closing Effective Time, the recordkeeper for the SHLD Pension Plan and SHLD SRIP will inform the SHO Employees who are participants in the SHLD Pension Plan and SHLD SRIP of their rights thereunder; and SHLD will process distributions in accordance with the terms of the Executive's Termination LeaveSHLD Pension Plan and SHLD SRIP, the Executive shall become entitled to benefits under the Pension Plans on the basis that the Executive terminated employment with the Corporation on that dateas applicable. (b) If the circumstances described in section 4.2 of the Agreement arise, the Executive shall immediately stop accumulating further benefits under the Pension Plans, and, without limitation, any payment the Executive becomes entitled to pursuant to section 4.2(a) of the Agreement shall not be recognized under any contribution (actual or notional) provision of the Pension Plans. SCHEDULE B TREATMENT OF BENEFITS AND PERQUISITES ON ELECTION OF LUMP SUM SETTLEMENT All benefits, privileges and perquisites the Executive might formerly have received as a result of employment with the Corporation will cease as of the Effective Date except as expressly set out below:

Pension Benefits. (a) The Executive will continue to participate is vested in the registered pension plan and unfunded supplemental plan in which the Executive is enrolled on the date of commencement his currently accrued benefit as of the Termination Leave Separation Date under the Company's tax-qualified defined benefit pension plan, the State Street Retirement Plan (the "Pension Qualified Plan"), and State Street's Management Supplemental Retirement Plan, as amended and restated effective as of January 1, 2008 (the "SERP" and together with the Qualified Plan, the "Retirement Plans") on the following terms: (i) for the purposes of any contribution (notional or actual) provision of the Pension Plans, the amounts paid ). The Company has furnished to the Executive pursuant a schedule showing his vested benefits under the Retirement Plans (the "Retirement Benefits"). The Executive shall be entitled following the Separation Date to section 4.1(a) receive the Retirement Benefits in accordance with and subject to the terms of the Agreement shall be treated in the same manner that payments of salary applicable Retirement Plans. In addition to the Executive were recognized prior to the date of commencement of the Executive's Termination Leave, and the amounts paid to the Executive pursuant to section 4.1(c) of the Agreement shall be treated in the same manner that payments under the Corporation's incentive compensation programs were recognized prior to the date of commencement of the Executive's Termination Leave; (ii) if on the Termination Date the Executive has not satisfied a vesting condition under the Pension Plansforegoing benefits, the Executive will be deemed entitled to have satisfied this condition; receive, following the Separation Date, all of his accrued benefits as of the Separation Date under State Street's Salary Savings Program (iiithe "Savings Plan") upon and its Management Supplemental Savings Plan as amended and restated effective as of January 1, 2008 (formerly, the completion 401(k) Voluntary Deferral Plan) (the "MSSP"), in each case in accordance with and subject to the terms of the applicable plan. The Company has furnished the Executive a schedule, appended hereto as Exhibit B, reflecting, as of December 31, 2006, the Executive's Termination Leave, the Executive shall become entitled to vested accrued benefits under the Pension Plans on the basis that the Executive terminated employment with the Corporation on that date. (b) If the circumstances described in section 4.2 of the Agreement ariseQualified Plan, the Executive shall immediately stop accumulating further SERP, the Savings Plan, the MSSP and the Supplemental Pension Plan, as amended and restated effective as of January 1, 2008 (formerly, the Supplemental Defined Benefit Pension Plan) (the "ESRP"). For the avoidance of doubt, for purposes of determining the Executive's benefits under the Pension Plansforegoing programs, and, without limitation, any payment the Executive becomes entitled to compensation or remuneration paid or payable pursuant to section 4.2(a) of the Section 2 hereof or otherwise paid or payable pursuant to this Agreement shall not be recognized under any contribution (actual or notional) provision of the Pension Plans. SCHEDULE B TREATMENT OF BENEFITS AND PERQUISITES ON ELECTION OF LUMP SUM SETTLEMENT All benefits, privileges and perquisites the Executive might formerly have received as a result of employment with the Corporation will cease as of the Effective Date except as expressly set out below:disregarded.

Pension Benefits. (a) The Executive will continue In addition to participate in the registered pension plan and unfunded supplemental plan in benefits to which the Executive is enrolled on entitled under any pension or retirement plan or arrangement established by the date of commencement of the Termination Leave (the "Pension Plans") on the following termsCorporation: (i) The Executive will be credited with pensionable service in the Encana Corporation Canadian Supplemental Pension Plan (the “Supplemental Pension Plan”), as may be amended from time to time or any successor plan thereto, for the purposes of any contribution (notional or actual) provision each of the Pension Plans, the amounts paid to the Executive pursuant to section 4.1(a) of the Agreement shall be treated 24 months included in the same manner that payments of salary to the Executive were recognized prior to the date of commencement of the Executive's Termination Leave, and the amounts paid to the Executive pursuant to section 4.1(c) of the Agreement shall be treated in the same manner that payments under the Corporation's incentive compensation programs were recognized prior to the date of commencement of the Executive's Termination LeaveSeverance Period; (ii) if Calculation of the Executive’s final average annual earnings for purposes of this Section 4.0(e) shall be determined based on the Termination Date Executive’s annual base salary and annual Bonus award (as applicable) over the Executive has not satisfied a vesting condition under sixty month period prior to the Pension Plans, end of the Executive will be deemed Executive’s Severance Period calculated according to have satisfied this conditionSchedule A; (iii) upon The Executive’s age, for the completion purpose of calculating any early retirement reduction factor under the Supplemental Pension Plan shall be deemed to be equal to the age he would have attained at the end of the Severance Period; (iv) For the purposes of this Section 4.0(e) and subject to clause 4.0(e)(vii) below, the date of pension commencement shall be determined in accordance with the Supplemental Pension Plan, but in any event no earlier than the end of the Severance Period; (v) Subject to clauses 4.0(e)(vi) and (vii) below, the form of benefit to which the Executive is entitled under the Supplemental Pension Plan, including in the event of death prior to the commencement date of the Executive's Termination Leave’s pension under the Supplemental Pension Plan, as modified by clauses 4.0(e)(i), (ii), (iii) and (iv) above, shall be determined in accordance with the terms of such plans in effect at the applicable time; (vi) On or prior to the 15th business day following the Date of Termination, the Executive shall become entitled may irrevocably elect to benefits receive in lieu of his pension entitlement under the Supplemental Pension Plans Plan, a lump sum payment payable on the basis that Payment Date equal to the actuarial present value of the Executive’s accrued pension under the Supplemental Pension Plan at the Date of Termination as modified by clauses 4.0(e)(i), (ii), (iii) and (iv) above and determined: (A) without any gross up or other adjustment for income tax and not taking into account the non-registered status of the Supplemental Pension Plan, (B) using the same assumptions and methods utilized as at the Date of Termination for purposes of calculating a commuted value upon cessation of employment or membership under the Encana Corporation Canadian Pension Plan, as amended from time to time or any successor registered pension plan thereto, and (C) assuming the Executive’s accrued pension under the Supplemental Pension Plan is fully vested. If the Executive terminated employment does not elect to receive the lump sum payment provided under this clause 4.0(e)(vi) on or prior to the 15th business day following the Date of Termination and subject to clause 4.0(e)(vii) below, he shall be deemed to have elected to receive his entitlement under the Supplemental Pension Plan as modified by clauses 4.0(e)(i), (ii), (iii) and (iv) above in accordance with the Corporation on that date.clause 4.0(e)(v) above; and (bvii) If the circumstances described in section 4.2 Executive is age 55 or older on the Date of the Agreement ariseTermination, the Executive shall immediately stop accumulating further benefits may elect to commence his pension under the Supplemental Pension Plans, and, without limitation, any payment the Executive becomes entitled to pursuant to section 4.2(a) of the Agreement shall not be recognized under any contribution (actual or notional) provision of the Pension Plans. SCHEDULE B TREATMENT OF BENEFITS AND PERQUISITES ON ELECTION OF LUMP SUM SETTLEMENT All benefits, privileges and perquisites the Executive might formerly have received as a result of employment with the Corporation will cease Plan as of the Effective Date except of Termination. In this event, the Executive’s pension entitlement under the Supplemental Pension Plan as expressly set out below:modified by clauses 4.0(e)(i), (ii), (iii) and (iv) above, shall be reduced on an actuarial equivalent value basis (but for greater certainty without any gross up or other adjustment for income tax and not taking into account the non-registered status of the Supplemental Pension Plan), using the same assumptions and methods utilized as at the Date of Termination under the Encana Corporation Canadian Pension Plan, as amended from time to time or any successor registered pension plan thereto, to reflect the acceleration of the commencement of the Executive’s pension under the Supplemental Pension Plan from the end of the Severance Period to the Date of Termination.

Pension Benefits. (a) The Executive will continue to participate in the registered pension plan and unfunded supplemental plan in which the Executive is enrolled on the date of commencement of On the Termination Leave (the "Pension Plans") on the following terms: (i) for the purposes of any contribution (notional or actual) provision of the Pension Plans, the amounts paid to the Executive pursuant to section 4.1(a) of the Agreement shall be treated in the same manner that payments of salary to the Executive were recognized prior to the date of commencement of the Executive's Termination Leave, and the amounts paid to the Executive pursuant to section 4.1(c) of the Agreement shall be treated in the same manner that payments under the Corporation's incentive compensation programs were recognized prior to the date of commencement of the Executive's Termination Leave; (ii) if on the Termination Date the Executive has not satisfied a vesting condition under the Pension Plans, the Executive will be deemed to have satisfied this condition; (iii) upon the completion of the Executive's Termination LeaveDate, the Executive shall become entitled to vested in the benefits provided under the Terra Industries Inc. Excess Benefit Plan (the "SERP"). For purposes of computing the Executive's accrued benefits under the Pension Plans SERP, the Company shall credit the Executive with eight (8) additional years of credited service (as defined in the Employee's Retirement Plan of Terra Industries Inc. (the "Qualified Plan")) under the SERP and eight (8) years of age over the actual years of credited service and age of the Executive on the basis that Termination Date; provided, such eight (8) year period shall be reduced by the number of whole months during which the Executive terminated employment is employed with the Corporation on that date. Company following a Change of Control. In addition, the -2- Executive's accrued benefit under the SERP shall be computed as if the Executive retired at age sixty-five (b65) If the circumstances described in section 4.2 of the Agreement arisewithout any reduction for early retirement. However, the Executive shall immediately stop accumulating further not qualify for receipt of the accrued SERP benefits to the extent enhanced pursuant to this paragraph (d) until he reaches age 60. The Executive shall also qualify for retirement benefits under the Pension PlansQualified Plan. Based on the foregoing provisions of this paragraph (d) and the current actuarial assumptions in effect under the Qualified Plan and the SERP and on the assumption that Executive will receive compensation as defined in the plans in each calendar year after 1998 in the same amount as received in 1998 (which assumption could change based upon any future increase in compensation or change in actuarial assumptions), andExecutive would receive under those two plans and this paragraph (d), without limitation, any payment an estimated aggregate monthly lifetime benefit based on a single life annuity of $31,450. Nothing contained herein shall prevent the Executive becomes entitled to pursuant to section 4.2(afrom electing a joint and survivor annuity benefit (or making any other permissible election) of the Agreement shall not be recognized under any contribution (actual or notional) provision of the Pension Plans. SCHEDULE B TREATMENT OF BENEFITS AND PERQUISITES ON ELECTION OF LUMP SUM SETTLEMENT All benefits, privileges and perquisites the Executive might formerly have received as a result of employment with the Corporation will cease as of the Effective Date except as expressly set out below:upon retirement.

Pension Benefits. 16.01 Subject to the eligibility requirements of OMERS, the Board agrees to offer voluntary enrolment annually to those employees deemed eligible by OMERS. 16.02 The Board will make benefits available to LINC/ESL instructors who are regularly employed for twenty (a20) hours or more per week as of September 30th of each year. For the purpose of benefit calculations only, full time benefits will be calculated based on 35 hours per week. The Executive will continue to participate in the registered pension plan and unfunded supplemental plan in which the Executive is enrolled Board’s share of monthly premium costs shall be prorated on the date basis of commencement percentage of the Termination Leave time worked; ex. 35 hours per week = 1.0 full time equivalent (the "Pension Plans") on the following terms: (iFTE) for 100% premiums paid. The following benefits will be provided to eligible employees: • Basic Life Insurance, $50,000 • Dental 9.05 In the purposes case of any contribution (notional a Union policy grievance, group grievance or actual) provision of the Pension PlansBoard grievance, the amounts paid such grievance may be submitted to the Executive pursuant to section 4.1(aOfficer, Human Resources Services and the Principal of Continuing Education, or the Union, as the case may be, in writing within seven (7) working days of the Agreement circumstances giving rise to the grievance and shall commence with Step No. 2 under the grievance procedure; however, it is expressly understood that the provision of this paragraph may not be treated used by the Union to institute a complaint or grievance directly which could be filed by an employee to bypass the grievance procedure. 9.06 The original copy of a grievance to be considered in the same manner that payments of salary grievance procedure will be submitted in writing to the Executive were recognized prior Officer, Human Resources Services, with a copy to the date Principal of commencement Continuing Education, where each grievance shall, upon being received, be processed in accordance with the steps outlined in this article. After the incident has been brought to the attention of the Executive's Termination Leaveemployees supervisor for resolution as per 9.02, if the matter remains unresolved it may proceed to Step No. 1. Grievances shall be adjusted and settled as follows: If the amounts paid conditions in article 9.02 have been met, the employee shall first and immediately within STEP No. 2 the ten (10) working days referred to in 9.03 submit the grievance, in writing to the Principal of Continuing Education and Executive pursuant to section 4.1(c) Officer, Human Resources Services. If the employee wishes, assistance of the Agreement xxxxxxx may be requested. The Principal of Continuing Education in consultation with the appropriate Superintendent and or designate will meet with the grievor and union xxxxxxx within 5 working days of receipt of the grievance and shall be treated in the same manner that payments under the Corporation's incentive compensation programs were recognized prior give a written response to the date of commencement of the Executive's Termination Leave; (ii) if on the Termination Date the Executive has not satisfied a vesting condition under the Pension Plans, the Executive will be deemed to have satisfied this condition; (iii) upon the completion of the Executive's Termination Leave, the Executive shall become entitled to benefits under the Pension Plans on the basis that the Executive terminated employment with the Corporation on that date. (b) If the circumstances described in section 4.2 of the Agreement arise, the Executive shall immediately stop accumulating further benefits under the Pension Plans, and, without limitation, any payment the Executive becomes entitled to pursuant to section 4.2(a) of the Agreement shall not be recognized under any contribution (actual or notional) provision of the Pension Plans. SCHEDULE B TREATMENT OF BENEFITS AND PERQUISITES ON ELECTION OF LUMP SUM SETTLEMENT All benefits, privileges and perquisites the Executive might formerly have received as a result of employment with the Corporation will cease as of the Effective Date except as expressly set out below:grievance within seven

Pension Benefits. (a) The Executive On and following the Spin-Off Date, HY and its Subsidiaries will continue to participate in retain sponsorship of and be solely responsible for the registered management and administration of, any defined benefit pension plan and unfunded supplemental plan in which the Executive is enrolled that was sponsored by HY or one of its Subsidiaries on the date of commencement of the Termination Leave (the "Pension Plans") on the following terms: (i) for the purposes of any contribution (notional or actual) provision of the Pension Plans, the amounts paid to the Executive pursuant to section 4.1(a) of the Agreement shall be treated in the same manner that payments of salary to the Executive were recognized prior to the date of commencement of the Executive's Termination Leave, and the amounts paid to the Executive pursuant to section 4.1(c) of the Agreement shall be treated in the same manner that payments under the Corporation's incentive compensation programs were recognized prior to the date of commencement of the Executive's Termination Leave; (ii) if on the Termination Date the Executive has not satisfied a vesting condition under the Pension Plans, the Executive will be deemed to have satisfied this condition; (iii) upon the completion of the Executive's Termination Leave, the Executive shall become entitled to benefits under the Pension Plans on the basis that the Executive terminated employment with the Corporation on that dateSpin-Off Date. (b) If Employees and former employees of NMHG and its Subsidiaries (the circumstances described “NMHG Participants”) also participate in section 4.2 the Combined Defined Benefit Plan of Parent and its Subsidiaries (the “Parent Pension Plan”). Immediately prior to the Spin-Off Date, Parent will spin off the assets and Liabilities of the Agreement ariseParent Pension Plan attributable to the accrued benefits of the NMHG Participants under Part III of the Parent Pension Plan (the “Part III Benefits”), to a separate defined benefit pension plan intended to be qualified under Section 401(a) of the Code that will be assumed, sponsored and maintained by NMHG (the “NMHG Pension Plan”). The amount of assets transferred to the NMHG Pension Plan and the transfer thereof will comply with the requirements of Sections 411(d)(6), 414(l) and 401(a)(12) of the Code and the regulations issued thereunder; provided that prior to the Spin-Off Date, HY and Parent will mutually agree on the amount that NMHG will be required to contribute to the Parent Pension Plan in order to effectuate the asset transfer and HY will make (or cause NMHG to make) such contribution prior to the Spin-Off Date at such time as agreed upon by Parent and HY. Notwithstanding the foregoing, the Executive shall immediately stop accumulating further benefits assets and Liabilities of the Parent Pension Plan attributable to the accrued benefit of any employee or former employee of HY and its Subsidiaries under Part I of the Parent Pension PlansPlan (the “Part I Benefits”) will remain within the Parent Pension Plan, and, without limitation, any payment the Executive becomes entitled to pursuant to section 4.2(a) of the Agreement shall not be recognized under any contribution (actual or notional) provision of the Pension Plans. SCHEDULE B TREATMENT OF BENEFITS AND PERQUISITES ON ELECTION OF LUMP SUM SETTLEMENT All benefits, privileges and perquisites the Executive might formerly have received as a result thereof, employees or former employees of employment HY and its Subsidiaries will continue to be entitled to receive any Part I Benefits in accordance with the Corporation will cease terms of the Parent Pension Plan, as in effect from time to time. In furtherance of, but without limiting the foregoing, effective as of the Effective Date Spin-Off Date, (i) HY and its Subsidiaries will have no Liability or obligations, and Parent agrees to assume and pay for any such Liabilities or obligations, under the Parent Pension Plan (the “Pension Plan Obligations”), (ii) HY and its Subsidiaries will have no further responsibility for the administration of the Parent Pension Plan, (iii) Parent and its Subsidiaries (other than HY and its Subsidiaries) will have no Liability or obligations, and HY agrees to assume and pay for any such Liabilities or obligations, under the NMHG Pension Plan, and (iv) Parent and its Subsidiaries (other than HY and 7 its Subsidiaries) will have no further responsibility for the administration of the NMHG Pension Plan except as expressly set out below:specified in the Transition Services Agreement.

Pension Benefits. (a) The Executive will continue be entitled to participate in the registered pension plan SLM Employees' Pension Plan and unfunded supplemental plan in which the Executive is enrolled on the date of commencement of the Termination Leave SLM Supplemental Pension Plan (collectively, the "SLM Pension Plans") on in accordance with the following terms: terms of such SLM Pension Plans as they may be amended from time to time. In addition, subject to the terms and conditions set forth in this Section 9, Executive will be entitled to a Retirement Supplement in the amount provided for under this Section 9. If Executive ceases to be employed pursuant to Section 13.1, 13.2, 13.3, 13.4 or 13.5 of this Agreement, then within 60 days after the occurrence of one of these termination events, Executive will be entitled to a Retirement Supplement equal to (i) the amount that would have been paid, subject to Section 9(b), as a single sum payment under the Equity One, Inc. Deferred Compensation Plan for Xxxxxx X. Xxxxxxxxxxx as restated on December 22, 1995, and amended on November 5, 1997 (the purposes of any contribution "Prior Plan") (notional or actuala copy is attached hereto), assuming it had applied to Executive's employment with SLM, (ii) provision less the actuarial present value of the benefit, if any, that would be payable following such termination event under the SLM Pension Plans, determined in accordance with the amounts paid actuarial assumptions then used on such termination event under the SLM Pension Plans to calculate the lump sum value of benefits and assuming that Executive commenced benefit distributions under the SLM Pension Plans at the earliest date permitted under these plans in the form of a life annuity. Notwithstanding the method of calculating the offset in the immediately preceding sentence, any benefit payable to the Executive pursuant to section 4.1(a) or his dependent under the SLM Pension Plans shall be paid at the time, in the form and in the amount provided for under the terms of the Agreement shall be treated in the same manner that payments of salary to the Executive were recognized prior to the date of commencement of the Executive's Termination Leave, and the amounts paid to the Executive pursuant to section 4.1(c) of the Agreement shall be treated in the same manner that payments under the Corporation's incentive compensation programs were recognized prior to the date of commencement of the Executive's Termination Leave; (ii) if on the Termination Date the Executive has not satisfied a vesting condition under the Pension Plans, the Executive will be deemed to have satisfied this condition; (iii) upon the completion of the Executive's Termination Leave, the Executive shall become entitled to benefits under the SLM Pension Plans on as in effect at the basis that the Executive terminated employment with the Corporation on that datetime of distribution under these plans. (b) If In calculating the circumstances described Retirement Supplement, the following modifications will be assumed to be applicable to the Prior Plan: o References to the "Company" or "Equity One, Inc." will be assumed to be to SLM, unless the context clearly requires otherwise; - The Retirement Supplement provided under this Section 9, shall only cover the plan years commencing after November 30, 1998 (meaning that for each full plan year commencing after November 30, 1998, SLM shall annually credit a Deferred Compensation contribution to the Account (as such capitalized terms are defined in section 4.2 the Prior Plan) in the amount of $63,059); - Years of service with Equity One, Inc. shall be credited for purposes of eligibility and vesting but not accruals. - In lieu of the Agreement arise"earnings crediting options" made payable under Article III of the Prior Plan, earnings will be credited using an annual simple interest rate of 9% compounded annually. - To reflect the distribution of the Account amount that was payable in a single sum payment by Equity One, Inc. under the Prior Plan upon Executive's ceasing to be employed by Equity One, Inc., the Executive shall immediately stop accumulating further benefits death benefit that is payable under the Pension Plans, and, without limitation, any payment the Executive becomes entitled to this Retirement Supplement pursuant to section 4.2(a) Section 5.02 of the Agreement Prior Plan shall not be recognized under any contribution (actual or notional) provision calculated using $498,336, instead of the Pension Plans. SCHEDULE B TREATMENT OF BENEFITS AND PERQUISITES ON ELECTION OF LUMP SUM SETTLEMENT All benefits, privileges and perquisites the Executive might formerly have received as a result of employment with the Corporation will cease as of the Effective Date except as expressly set out below:$817,156.

Pension Benefits. (a) The Executive will continue to participate is vested in the registered his currently accrued benefit under State Street's tax-qualified defined benefit pension plan and unfunded supplemental plan in which (the Executive is enrolled on the date of commencement of the Termination Leave State Street Retirement Plan) (the "Qualified Plan") and State Street's Supplemental Executive Retirement Plan (the "SERP") and, at retirement in accordance with this Agreement, will be vested in his accrued benefits under State Street's Supplemental Defined Benefit Pension Plan (the "Executive SERP", and together with the Qualified Plan and the SERP, the "Retirement Plans"). State Street has furnished to the Executive an estimate of the benefit that will be payable to the Executive following his January 1, 2002 retirement under the Executive SERP, including estimates of his Qualified Plan and SERP benefits. The Executive acknowledges and agrees that the estimate given to him of his Executive SERP retirement benefit does not reflect (but that the final determination of his Executive SERP retirement benefit will be subject to an offset for) on the actual amount of his non-State Street retirement income as provided under the terms of the Executive SERP and that, notwithstanding the following termsprovisions of this paragraph 5(c) or the provisions of paragraph 19(a) hereof, no portion of the benefit payable with respect to the Executive under the Executive SERP or the provisions of this Agreement relating thereto can be paid until the Executive shall have furnished to State Street accurate and complete information concerning such other retirement income. Following the Executive's retirement hereunder, the Executive's benefits under the Retirement Plans will be determined and paid as follows: (i) The Executive's benefit under the Qualified Plan will be available for payment (or, if paid in the purposes form of an eligible rollover distribution, for rollover) at any contribution (notional or actual) provision time from and after January 2, 2002 in accordance with the terms of the Pension Plans, the amounts paid to the Executive pursuant to section 4.1(aQualified Plan. (ii) of the Agreement shall be treated in the same manner that payments of salary to the Executive were recognized prior to the date of commencement The lump sum actuarial equivalent of the Executive's Termination Leave, and the amounts paid to the Executive pursuant to section 4.1(c) of the Agreement shall be treated in the same manner that payments benefit under the Corporation's incentive compensation programs were recognized prior to the date SERP will be determined as of commencement January 1, 2002 and paid in a single lump sum cash payment on or before January 15, 2002. (iii) The lump sum actuarial equivalent of the Executive's Termination Leave;benefit under the Executive SERP will be determined as of January 1, 2002 and one-third of the amount so determined will be paid in each of July, 2002, January, 2003 and July, 2003, in each case on or before the 15th day of the month. (iiiv) if on For purposes of determining the Termination Date Executive's benefit under the Executive has not satisfied a vesting condition SERP, (A) the Executive's "Final Average Earnings" (as that term is used in the Executive SERP) shall be $1,944,075.40; (B) for purposes of determining the offsets for "Other Retirement Income" as defined in the Executive SERP, the Executive's benefits under the Pension PlansQualified Plan, the SERP, and the Executive's non-State Street Retirement benefits will be deemed to have been determined and paid on January 1, 2002 (whether or not actually paid at that time); and (C) the following actuarial assumptions shall be used to determine the lump sum actuarial equivalent amount described in clause (iii) above: (I) an annual interest rate of 4.7454%, and (II) the 1983 Group Annuity Mortality table, blended 50% male, 50% female. In addition to these benefits, the Executive will be deemed entitled to have satisfied this condition; (iiireceive, following his retirement, all of his accrued benefits under State Street's Salary Savings Program and its 401(k) upon Restoration and Voluntary Deferral Plan, in each case in accordance with the completion terms of the Executive's Termination Leave, the Executive shall become entitled to benefits under the Pension Plans on the basis that the Executive terminated employment with the Corporation on that dateapplicable plan. (b) If the circumstances described in section 4.2 of the Agreement arise, the Executive shall immediately stop accumulating further benefits under the Pension Plans, and, without limitation, any payment the Executive becomes entitled to pursuant to section 4.2(a) of the Agreement shall not be recognized under any contribution (actual or notional) provision of the Pension Plans. SCHEDULE B TREATMENT OF BENEFITS AND PERQUISITES ON ELECTION OF LUMP SUM SETTLEMENT All benefits, privileges and perquisites the Executive might formerly have received as a result of employment with the Corporation will cease as of the Effective Date except as expressly set out below: