Common use of Retirement Benefits Clause in Contracts

Retirement Benefits. A. If you are a Traditional-Design Participant, the provisions of this Subsection 2a(iv)A shall apply to you. The Company shall pay you, at the time you are entitled to be paid a retirement pension under the Pension Program, a retirement pension equal to the greater of (x) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to the Change in Control and as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Termination.

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Executive will be entitled to receive retirement benefits as provided herein, so that the provisions total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall not include severance plans) of this Subsection 2a(iv)A the Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Corporation for 36 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Corporation). The Company benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall pay you, at equal the time you are entitled to excess of (1) the retirement benefits that would be paid a retirement pension under the Pension Program, a retirement pension equal to the greater Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (xA) an amount computed in accordance with the Executive were fully vested under such plans, (B) the 36-month period (or the period until the Executive’s Retirement, if less) following the date of the Executive’s termination were added to the Executive’s credited service under such plans, (C) the terms of such plans were those most favorable to the Pension Program Executive in effect immediately at any time during the period commencing prior to the Change in of Control and ending on the date of Notice of Termination (or on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s highest average annual compensation as defined under such retirement plans and was calculated as if those terms were in effect on your Date of Terminationthe Executive had been employed by the Corporation for a 36-month period (or the period until the Executive’s Retirement, or (yif earlier) an amount computed in accordance with following the terms date of the Pension Program in effect immediately prior Executive’s termination and had the Executive’s compensation during such period been equal to your Date of Terminationthe Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a), in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two 4(b); over (2) years the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code, and shall be added to your actual age and to your actual Company service credit under payable solely from the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion general assets of the Pension Program, Corporation. These retirement benefits shall be payable at the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate time and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard manner provided in the applicable retirement plans to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Terminationwhich they relate.

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Executive will be entitled to receive retirement benefits as provided herein, so that the provisions total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall not include severance plans) of this Subsection 2a(iv)A the Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Corporation for 36 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Corporation). The Company benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall pay you, at equal the time you are entitled to excess of (1) the retirement benefits that would be paid a retirement pension under the Pension Program, a retirement pension equal to the greater Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (xA) an amount computed in accordance with the Executive were fully vested under such plans, (B) the 36 month period (or the period until the Executive’s Retirement, if less) following the date of the Executive’s termination were added to the Executive’s credited service under such plans, (C) the terms of such plans were those most favorable to the Pension Program Executive in effect immediately at any time during the period commencing prior to the Change in of Control and ending on the date of Notice of Termination (or on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s highest average annual compensation as defined under such retirement plans and was calculated as if those terms were in effect on your Date of Terminationthe Executive had been employed by the Corporation for a 36 month period (or the period until the Executive’s Retirement, or (yif earlier) an amount computed in accordance with following the terms date of the Pension Program in effect immediately prior Executive’s termination and had the Executive’s compensation during such period been equal to your Date of Terminationthe Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a), in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) 4(b), and (y) of this Subsection, two 4(c); over (2) years the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code, and shall be added to your actual age and to your actual Company service credit under payable solely from the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion general assets of the Pension Program, Corporation. These retirement benefits shall be payable at the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate time and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard manner provided in the applicable retirement plans to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Terminationwhich they relate.

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Executive will be entitled to receive retirement benefits as provided herein, so that the provisions total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall not include severance plans) of this Subsection 2a(iv)A the Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Corporation for 18 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Corporation). The Company benefits specified in this subsection 4(d) will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection 4(d) shall pay you, at equal the time you are entitled to excess of (1) the retirement benefits that would be paid a retirement pension under the Pension Program, a retirement pension equal to the greater Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (xA) an amount computed in accordance with the Executive were fully vested under such plans, (B) the 18-month period (or the period until the Executive’s Retirement, if less) following the date of the Executive’s termination were added to the Executive’s credited service under such plans, (C) the terms of such plans were those most favorable to the Pension Program Executive in effect immediately at any time during the period commencing prior to the Change in of Control and ending on the date of Notice of Termination (or on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s highest average annual compensation as defined under such retirement plans was calculated as if those terms were in effect on your Date of Terminationthe Executive had been employed by the Corporation for an 18-month period (or the period until the Executive’s Retirement, or (yif earlier) an amount computed in accordance with following the terms date of the Pension Program in effect immediately prior Executive’s termination and the Executive’s compensation during such period was equal to your Date of Termination, in either case less the amount of retirement pension actually Executive’s compensation used to be paid to you calculate the Executive’s benefit under the Pension Program. In computing the amounts of your retirement pension under clauses (xsubsections 4(a) and (y) of this Subsection, two 4(b); over (2) years the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection 4(d) are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Code, and shall be added to your actual age payable solely from the general assets of the Corporation. These retirement benefits shall be payable at the time and to your actual Company service credit under in the Pension Program so that your retirement pension under clauses (x) and (y) will be manner provided in the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the taxapplicable non-qualified portion of the Pension Program, the Company shall pay such benefits retirement plans to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Controlwhich they relate. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Termination.

Retirement Benefits. A. If you are a Traditional-Design ParticipantIn addition to the foregoing, if the provisions Executive survives for two (2) years following such termination or Constructive Termination of this Subsection 2a(iv)A shall apply to you. employment: a. The Company shall pay you, at the time you are entitled or cause to be paid to the Executive (or in the event of the Executive's death following the expiration of such two (2) year period to the Executive's surviving spouse) a retirement Retirement Income Benefit (as hereinafter defined) calculated and paid as follows: (1) The Retirement Income Benefit shall be an amount equal to the difference, if any, between (a) the monthly benefit the Executive (or, in the event of the Executive's death, the Executive's surviving spouse) would have received as a monthly pension benefit under the GATX Corporation Non-Contributory Pension Plan for Salaried Employees, (the "Salaried Pension Plan") the GATX Corporation Excess Benefit Plan, the GATX Corporation Supplemental Benefit Plan and any other written agreement between the Executive and the Company regarding the Executive's retirement, all as in effect on the day prior to the Triggering Event, ( hereinafter collectively, the "Pension Plan") assuming the Executive's employment had terminated two (2) years after the date of the Executive's termination or Constructive Termination of employment, and accordingly the Executive had accumulated two additional years of service credit under the Pension Program, Plan at a retirement pension equal to the greater level of (x) an amount computed compensation calculated in accordance with the terms immediately following sentence and (b) the amount, if any, the Executive (or, in the event of the Executive's death, the Executive's surviving spouse) actually receives as a monthly benefit under the Pension Program Plan. For purposes of subparagraph (a) of this paragraph, the Executive's compensation for each of the two additional years of assumed service credit shall be equal to the level of the Executive's compensation as in effect immediately prior to the Change Triggering Event, plus an amount equal to the average of the Covered Bonuses (as defined in Control Section 2.13 of the Salaried Pension Plan) paid to the Executive during the five (5) calendar year period immediately preceding the Triggering Event. (2) Payment of the Retirement Income Benefit shall be made in the same manner, simultaneously with and in the same form as if those terms were in effect on your Date of Terminationpayments are, or would have been, made to the Executive (y) an amount computed or in accordance with the terms event of the Pension Program in effect immediately prior Executive's death to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you Executive's surviving spouse) under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B but shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the commence no sooner than two (2) years following your Date the Executives' termination or Constructive Termination of Termination, employment. Any election available to and validly executed by the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in Executive under the Pension Plan but without regard as to either an optional form of payment or as to the limitations date on which benefits are to commence, shall be applicable to the Retirement Income Benefit and shall be utilized in calculating the amount of Code Section 401(a)(17the Retirement Income Benefit. b. The Company shall permit the Executive to participate in (or shall provide equivalent coverage) on the same basis as other GATX employees who have terminated their employment at approximately the same age and including amounts deferred by you under any Praxair compensation deferral program) paid for after a substantially equivalent number of years of service in the year GATX Corporation Medical Plan and the GATX Corporation Life Insurance Plan, both as in effect on the day prior to the Change in Control or Triggering Event. Such benefits shall be paid at the year prior same time, under the same conditions and to your Date of Termination, whichever is greater, multiplied by the same extent as if the Executive's employment had continued for two (2)) years after the termination or Constructive Termination of the Executive's employment. Such amount Notwithstanding the foregoing, if the Executive would otherwise be entitled to receive a Retirement Income Benefit hereunder but dies prior to the expiration of a two (2) year period following termination or Constructive Termination of the Executive's employment and leaves a surviving spouse, such surviving spouse shall be paid entitled to you not later than receive such payments and Perquisites as would be applicable to such surviving spouse under this Agreement, the thirtieth (30th) Pension Plan and all other GATX employee benefit plans and policies in effect on the day following your Date prior to the Triggering Event, calculated and payable in the same manner as if the Executive had been employed by the Company on the Executive's date of Terminationdeath.

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Executive will be entitled to receive retirement benefits (i.e., defined contribution benefits including 401(k) contributions and profit sharing awards) as provided herein, so that the provisions total retirement benefits the Executive receives from the Company will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall not include severance plans) of this Subsection 2a(iv)A the Company in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Company for 12 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Company). The Company benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall pay you, at equal the time you are entitled to excess of (1) the retirement benefits that would be paid a to the Executive or the Executive’s beneficiaries, under all retirement pension plans of the Company in which the Executive participates if (A) the Executive were fully vested under such plans, (B) the Pension Program, a retirement pension amount of any profit sharing contribution is equal to the greater of (x) an amount computed in accordance with the terms of the Pension Program in effect immediately prior percentage paid to the Change Executive in Control and as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year percentage amount being accrued by the Company prior to your Date the Change in Control, (C) the 12 month period (or the period until the Executive’s Retirement, if less) following the date of Terminationthe Executive’s termination were added to the Executive’s credited service under such plans, whichever (D) the terms of such plans were those most favorable to the Executive in effect at any time during the period commencing on the date of the announcement of the Change in Control and ending on the date of Notice of Termination (or on the date employment is greaterterminated if no Notice of Termination is required), multiplied (E) the Executive’s highest average annual compensation as defined under such retirement plans and was calculated as if the Executive had been employed by two the Company for a 12 month period following the date of the Executive’s termination and had the Executive’s compensation during such period been equal to the Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a) and 4(b); over (2)) the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under all retirement plans of the Company in which the Executive participates. Such amount These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code, and shall be paid payable solely from the general assets of the Company. These retirement benefits shall be payable at the time and in the manner provided in the applicable retirement plans to you not later than the thirtieth (30th) day following your Date of Terminationwhich they relate.

Retirement Benefits. A. If you are a Traditional-Design Participant, the provisions of this Subsection 2a(iv)A shall apply to you. The Company shall pay you, at the time you are Executive will be entitled to be paid a receive retirement pension under the Pension Programbenefits as provided herein, a retirement pension equal to the greater of (x) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to the Change in Control and as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your the total retirement pension under clauses (x) and (y) benefits the Executive receives from the Companies will be approximate the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, total retirement benefits the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you Executive would have received under the Pension Program for Companies’ defined benefit (qualified and nonqualified) retirement plans (which shall include the two Supplemental Executive Retirement Plan (2) years following your Date of Termination“SERP”), the Company shall pay you an amount equal to four percent (4%but not include any severance plans) of your Compensation (as defined the Companies in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the Pension Plan but without regard employ of the Companies for 36 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall be inclusive of and shall not be in addition to any period of service credited under any severance plan of the Companies). The benefits specified in this subsection will be paid under the SERP or other similar nonqualified arrangement designated by the Companies according to its terms and conditions. The benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the limitations Executive or the Executive’s beneficiaries under this subsection shall equal the excess of Code Section 401(a)(17(1) and including amounts deferred by you the retirement benefits that would be paid to the Executive or the Executive’s beneficiaries, under such defined benefit retirement plans of the Companies in which the Executive participates if (A) the Executive were fully vested under such plans, (B) the 36-month period (or the period until the Executive’s Retirement, if less) following the date of the Executive’s termination were added to the Executive’s credited service under such plans, (C) the terms of such plans were those most favorable to the Executive in effect at any Praxair compensation deferral program) paid for time during the year period commencing prior to the Change in of Control and ending on the date of Notice of Termination (or on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s highest average annual compensation as defined under such defined benefit retirement plans and was calculated as if the Executive had been employed by the Companies for a 36-month period (or the year prior period until the Executive’s Retirement, if earlier) following the date of the Executive’s termination and had the Executive’s compensation during such period been equal to your Date of Terminationthe Executive’s compensation used to calculate the Executive’s benefit under Sections 4(a), whichever is greater, multiplied by two and 4(b); over (2). Such amount shall be paid ) the retirement benefits that are payable to you not later than the thirtieth (30th) day following your Date Executive or the Executive’s beneficiaries under such defined benefit retirement plans of Terminationthe Companies in which the Executive participates.

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Executive will be entitled to receive retirement benefits as provided herein, so that the provisions total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall not include severance plans) of this Subsection 2a(iv)A the Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Corporation for 24 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Corporation). The Company benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall pay you, at equal the time you are entitled to excess of (1) the retirement benefits that would be paid a retirement pension under the Pension Program, a retirement pension equal to the greater Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (xA) an amount computed in accordance with the Executive were fully vested under such plans, (B) the 24-month period (or the period until the Executive’s Retirement, if less) following the date of the Executive’s termination were added to the Executive’s credited service under such plans, (C) the terms of such plans were those most favorable to the Pension Program Executive in effect immediately at any time during the period commencing prior to the Change in of Control and ending on the date of Notice of Termination (or on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s highest average annual compensation as defined under such retirement plans and was calculated as if those terms were in effect on your Date of Terminationthe Executive had been employed by the Corporation for a 24-month period (or the period until the Executive’s Retirement, or (yif earlier) an amount computed in accordance with following the terms date of the Pension Program in effect immediately prior Executive’s termination and had the Executive’s compensation during such period been equal to your Date of Terminationthe Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a), in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) 4(b), and (y) of this Subsection, two 4(c); over (2) years the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code, and shall be added to your actual age and to your actual Company service credit under payable solely from the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion general assets of the Pension Program, Corporation. These retirement benefits shall be payable at the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate time and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard manner provided in the applicable retirement plans to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Terminationwhich they relate.

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Executive will be entitled to receive retirement benefits (i.e., defined contribution benefits including 401(k) contributions and profit sharing awards) as provided herein, so that the provisions total retirement benefits the Executive receives from the Company will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall not include severance plans) of this Subsection 2a(iv)A the Company in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Company for 24 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Company). The Company benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall pay you, at equal the time you are entitled to excess of (1) the retirement benefits that would be paid a to the Executive or the Executive’s beneficiaries, under all retirement pension plans of the Company in which the Executive participates if (A) the Executive were fully vested under such plans, (B) the Pension Program, a retirement pension amount of any profit sharing contribution is equal to the greater of (x) an amount computed in accordance with the terms of the Pension Program in effect immediately prior percentage paid to the Change Executive in Control and as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year percentage amount being accrued by the Company prior to your Date the Change in Control, (C) the 24 month period (or the period until the Executive’s Retirement, if less) following the date of Terminationthe Executive’s termination were added to the Executive’s credited service under such plans, whichever (D) the terms of such plans were those most favorable to the Executive in effect at any time during the period commencing on the date of the announcement of the Change in Control and ending on the date of Notice of Termination (or on the date employment is greaterterminated if no Notice of Termination is required), multiplied (E) the Executive’s highest average annual compensation as defined under such retirement plans and was calculated as if the Executive had been employed by two the Company for a 24 month period following the date of the Executive’s termination and had the Executive’s compensation during such period been equal to the Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a) and 4(b); over (2)) the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under all retirement plans of the Company in which the Executive participates. Such amount These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code, and shall be paid payable solely from the general assets of the Company. These retirement benefits shall be payable at the time and in the manner provided in the applicable retirement plans to you not later than the thirtieth (30th) day following your Date of Terminationwhich they relate.

Retirement Benefits. A. If you are a Traditional-Design Participant, the provisions of this Subsection 2a(iv)A paragraph A shall apply to you. The Company shall pay you, at the time you are entitled to be paid a retirement pension under the Pension Program, a retirement pension equal to the greater of (x) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to the Change in Control and as if those terms were in effect on your the Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your the Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this SubsectionParagraph 2a(iv), two (2) three years shall be added to your actual age and to your actual Company service credit Service Credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) three years older than you actually were, and had two (2) three years more Company service credit Service Credit than you actually had, on your the Date of Termination. If for any reason, the benefits under this Subsection subparagraph (iv) cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, sum not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s 's Supplemental Retirement Income Plans Plan and Equalization Benefit Plan in effect immediately prior to a Change in Control; , (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s 's Supplemental Retirement Income Plans Plan and Equalization Benefit Plan, or other similar plans, as in effect on your the Date of Termination; , or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s 's Supplemental Retirement Income Plans Plan and Equalization Benefit Plan on your the Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B paragraph B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program Plan for the two three (23) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard to the limitations of Code Section 401(a)(17Section401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid in effect for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two three (23). Such amount shall be paid to you not later than the thirtieth fifth (30th5th) day following your the Date of Termination.

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Executive will be entitled to receive retirement benefits as provided herein, so that the provisions total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall not include severance plans) of this Subsection 2a(iv)A the Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Corporation for 30 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Corporation). The Company benefits specified in this subsection 4(d) will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection 4(d) shall pay you, at equal the time you are entitled to excess of (1) the retirement benefits that would be paid a retirement pension under the Pension Program, a retirement pension equal to the greater Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (xA) an amount computed in accordance with the Executive were fully vested under such plans, (B) the 30-month period (or the period until the Executive’s Retirement, if less) following the date of the Executive’s termination were added to the Executive’s credited service under such plans, (C) the terms of such plans were those most favorable to the Pension Program Executive in effect immediately at any time during the period commencing prior to the Change in of Control and ending on the date of Notice of Termination (or on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s highest average annual compensation as defined under such retirement plans was calculated as if those terms were in effect on your Date of Terminationthe Executive had been employed by the Corporation for a 30-month period (or the period until the Executive’s Retirement, or (yif earlier) an amount computed in accordance with following the terms date of the Pension Program in effect immediately prior Executive’s termination and the Executive’s compensation during such period was equal to your Date of Termination, in either case less the amount of retirement pension actually Executive’s compensation used to be paid to you calculate the Executive’s benefit under the Pension Program. In computing the amounts of your retirement pension under clauses (xsubsections 4(a) and (y) of this Subsection, two 4(b); over (2) years the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection 4(d) are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Code, and shall be added to your actual age payable solely from the general assets of the Corporation. These retirement benefits shall be payable at the time and to your actual Company service credit under in the Pension Program so that your retirement pension under clauses (x) and (y) will be manner provided in the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the taxapplicable non-qualified portion of the Pension Program, the Company shall pay such benefits retirement plans to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Controlwhich they relate. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Termination.

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Company shall provide to the Executive participation in all Company qualified defined benefit and defined contribution retirement plans, subject to the provisions eligibility and participation requirements of such plans. The Executive's retirement benefits shall not be less than those that would be provided him under the terms of the Boatmen's Bancshares, Inc. Retirement Plan for Employees and the Boatmen's Supplemental Retirement Plan in effect as of the Effective Date, or as such benefits shall be increased, whether or not such benefits shall be decreased or eliminated. The obligations of the Company pursuant to this Section 4.4 shall survive the termination of this Subsection 2a(iv)A shall apply to youAgreement. The Company shall pay you, at provide the time you are entitled to be paid a retirement Executive with an additional supplemental pension under the Pension Program, a retirement pension benefit equal to the greater excess, if any, of (xi) an amount computed in accordance with the terms actuarial present value, determined as of the Pension Program in effect immediately prior to the Change in Control and as if those terms were in effect on your Executive's Severance of Service Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard Company's Retirement Plan), of the pension to which he would have been entitled under the Company's Retirement and Supplemental Retirement Plans if he had thirty (30) years of Credited Service (as defined in the Company's Retirement Plan) with the Company on such date, over (ii) the actuarial present value, determined as of the Executive's Severance of Service Date, of the pension to which he is entitled under the Company's Retirement and Supplemental Retirement Plans, including any amounts attributable to the limitations additional age and service credit provided in Section 7.1 of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior this Agreement. With respect to the Change calculation of this additional supplemental pension benefit, all actuarial equivalents shall be determined using the same actuarial assumptions utilized under the Company's Supplemental Retirement Plan and all terms and conditions of this benefit shall be governed by the terms and conditions of the Company's Supplemental Retirement Plan (including without limitation any adjustments in Control or the year prior amount of benefit with respect to your Date optional forms of Terminationbenefits, whichever is greaterdeath benefits, multiplied by two (2and early retirement benefits). Such amount The actuarial present value of the supplemental benefit, if any, as determined above, and any pre-retirement or post-retirement death benefits provided with respect thereto, shall be paid to you not later than the thirtieth (30th) day following your Date of TerminationExecutive or his beneficiary, as the case may be, at the same time and in the same manner as his benefits under the Company's Supplemental Retirement Plan.

Retirement Benefits. A. If you are The Executive is hereby designated a Traditional-Design Participantparticipant in the Reader's Digest Association Executive Retirement Plan (the "Executive Retirement Plan") under Article 2 thereof and as eligible for the enhanced severance benefit under such plan. (i) In the event Executive's employment is terminated on or after age sixty (60) for any reason other than for Cause, the provisions of this Subsection 2a(iv)A shall apply to you. The Company shall pay you, at the time you are entitled to be paid a retirement pension under the Pension Program, a retirement pension Executive an amount equal to the greater of difference between (x) an amount computed in accordance the monthly retirement benefit Executive would accrue under The Reader's Digest Association, Inc. Retirement Plan (the "Retirement Plan"), the Excess Benefit Retirement Plan of The Reader's Digest Association, Inc. (the "Excess Benefit Retirement Plan") and the Executive Retirement Plan or replacements therefor based on his actual service with the terms of Company plus, if the Pension Program in effect immediately prior to Executive's employment is terminated either by the Change in Control and as if those terms were in effect on your Date of Termination, Company without Cause or (y) an amount computed in accordance with by the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this SubsectionExecutive for Good Reason, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) years, and (y) will be the amount it would have been if you had been two (2) years older than you that he actually were, and had two (2) years more Company service credit than you actually had, on your Date of Terminationreceives under such plans. If for any reason, the benefits Any amount payable under this Subsection cannot Section 12(c)(i) shall be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under payable at the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan time, in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate form and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under subject to the same factors (interest rate and mortality) actuarial adjustments as lump sum such payments would have been calculated made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date Plan, but shall not be subject to any requirements of Terminationeligibility, if such factors were determined using vesting, Board or other consents or any forfeitures under the same methodology as such plans used Executive Retirement Plan. (ii) In the event the Executive's employment is terminated prior to age sixty (60) either by the Change in Control. B. If you are an Account-Based Participant Company without Cause or by the provisions Executive for Good Reason, the Executive shall be credited with two additional years of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received credited service for all purposes (including eligibility and vesting) under the Pension Program for the two (2) years following your Date of TerminationRetirement Plan, the Company shall pay you an amount equal Excess Benefit Retirement Plan and the Executive Retirement Plan. If, after taking into consideration such additional credited service, the Executive is not deemed to four percent (4%) of your Compensation have been terminated after his Early Retirement Date (as defined in the Pension Executive Retirement Plan), the Executive (or his beneficiary) shall receive a lump sum payment in the amount of the equivalent actuarial value (as determined under the Retirement Plan) of pension credits that would have been earned under the Executive Retirement Plan through the end of the Severance Period, without regard to vesting, eligibility or Board or other consents, with any such payment to be made within ninety (90) days of the end of the Severance Period. If, after taking into consideration the two additional years of credited service, the Executive is deemed to have been terminated after his Early Retirement Date (and, in fact, was terminated prior to age sixty (60)), the Executive shall receive the enhanced benefit determined under Article 4 of the Executive Retirement Plan in the form of an annuity in accordance with such plan rather than a lump sum. Any amount payable under this Section 12(c)(ii) shall be payable at the same time, in the same form and subject to the same actuarial adjustments as such payments would have been made under the Retirement Plan, but shall not be subject to any requirements of eligibility, vesting, Board or other consents or any forfeitures under the Executive Retirement Plan. (iii) Subject to paragraph (iv) and (v) below, in the event the Executive's employment is terminated prior to age sixty (60) for any reason other than by the Company without Cause or other than by the Executive for Good Reason, the Executive shall be entitled to receive benefits, if any, under the terms of the Retirement Plan, the Excess Benefit Retirement Plan and the Executive Retirement Plan that generally apply to other senior executives. (iv) In the event of the Executive's death, his spouse shall be entitled to the death benefit provided under Article 6 of the Executive Retirement Plan (without regard to the limitations five-year period of Code Section 401(a)(17service requirement). (v) and including amounts deferred If the Executive's employment terminates by you under any Praxair compensation deferral program) paid for the year prior reason of Disability, he shall be entitled to the Change in Control or benefits provided under this Section 12(c) when the year prior to your Date period of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of TerminationDisability ends.

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Executive will be entitled to receive retirement benefits (i.e., defined contribution benefits including 401(k) contributions and profit sharing awards) as provided herein, so that the provisions total retirement benefits the Executive receives from the Company will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall not include severance plans) of this Subsection 2a(iv)A the Company in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Company for 36 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Company). The Company benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall pay you, at equal the time you are entitled to excess of (1) the retirement benefits that would be paid a to the Executive or the Executive’s beneficiaries, under all retirement pension plans of the Company in which the Executive participates if (A) the Executive were fully vested under such plans, (B) the Pension Program, a retirement pension amount of any profit sharing contribution is equal to the greater of (x) an amount computed in accordance with the terms of the Pension Program in effect immediately prior percentage paid to the Change Executive in Control and as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year percentage amount being accrued by the Company prior to your Date the Change in Control, (C) the 36 month period (or the period until the Executive’s Retirement, if less) following the date of Terminationthe Executive’s termination were added to the Executive’s credited service under such plans, whichever (D) the terms of such plans were those most favorable to the Executive in effect at any time during the period commencing on the date of the announcement of the Change in Control and ending on the date of Notice of Termination (or on the date employment is greaterterminated if no Notice of Termination is required), multiplied (E) the Executive’s highest average annual compensation as defined under such retirement plans and was calculated as if the Executive had been employed by two the Company for a 36 month period following the date of the Executive’s termination and had the Executive’s compensation during such period been equal to the Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a) and 4(b); over (2)) the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under all retirement plans of the Company in which the Executive participates. Such amount These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code, and shall be paid payable solely from the general assets of the Company. These retirement benefits shall be payable at the time and in the manner provided in the applicable retirement plans to you not later than the thirtieth (30th) day following your Date of Terminationwhich they relate.

Retirement Benefits. A. If you are a Traditional-Design Participant, the provisions of this Subsection 2a(iv)A shall apply to you. The Company shall pay you, at the time you are entitled to be paid a retirement pension under the Pension Program, a retirement pension equal to the greater of (x) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to the Change in Control and as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts furtherance of your retirement benefit expectations, and without limiting the Company’s ability to modify, in any way, any or all of its defined benefit plans, the Company agrees to guarantee you a minimum monthly pension under clauses (xbenefit, as set forth below: i) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that Commencing with your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually wereon or after March 1, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program2014, the Company shall pay such benefits or provide to you a monthly straight life annuity pension amount of $13,883.44 (which represents 33.32% of $41,667), to be reduced by the actuarial equivalent of all benefits paid or payable (calculated on a straight life annuity basis) to or in a lump sumrespect of you under (A) the Revlon Employees Retirement Plan, the Revlon Pension Equalization Plan, and any successors to either of them, and (B) all other defined benefit retirement and defined contribution plans, whether or not later than thirty (30) days after your Date of Terminationtax qualified, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under maintained at any time by the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the , any of your past employers, including, without limitation, The Coca-Cola Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plansthe affiliates of any of them, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but all cases without regard to whether the limitations applicable plan has previously terminated, is being currently maintained or is established and maintained in the future. Such offset for benefits under other plans, including, without limitation, the plans of Code Section 401(a)(17The Coca-Cola Company, or any of its affiliates, shall be determined as of the day the pension benefits under this subclause 2(e)(i) starts; shall not be subsequently adjusted on account of any subsequent benefit accruals or change in benefit amounts expected under such other plans, whether on account of your death or otherwise; and including amounts deferred by you shall disregard benefits derived from employee contributions and from employer matching contributions under any Praxair compensation deferral program401(k) paid for the year plan. If you shall retire on or after March 1, 2009 but prior to March 1, 2014, you shall be entitled to receive the Change in Control or pension benefit payable pursuant to this subclause 2(e)(i), but subject to actuarial reduction for such early commencement. ii) You may elect to have the year prior pension determined pursuant to subsection 2(e)(i) above paid as an actuarially equivalent joint and 50% survivor annuity with your Date spouse as beneficiary if she shall survive you and be legally married to you at the time of Termination, whichever is greater, multiplied by two (2)your death. Such amount election shall be paid to made by you not later than 90 days before the thirtieth (30thpension benefit is to start and shall take effect only if you and your spouse are alive and married to each other on the day the pension starts. If your spouse dies after the pension starts and before you, no adjustment shall be made to the amount of annual pension payable to you. iii) If you die before March 1, 2014, a lifetime pension shall be payable to your spouse, if any, to whom you were legally married on the date of your death, commencing on March 1, 2014 in a monthly amount determined as if you had survived to that date and had then elected to have your benefit under subsection 2(e)(i) above paid as an actuarially equivalent joint and 50% survivor annuity with your spouse as beneficiary. iv) For purposes of determining actuarial equivalence under subsection 2(e)(i) above, the following assumptions shall be used: an interest rate equal to the AA corporate bond long-term rate in effect on the first day following of the month preceding the month in which the benefit is to start, the 1983 Group Annuity Mortality Table, and otherwise the reasonable actuarial assumptions and methods selected by the Company’s primary actuary in consultation with your Date financial advisors. v) Payments pursuant to this subsection 2(e) shall be made quarterly or at such more frequent intervals as the Company may elect. The Company’s obligation under this subsection 2(e) shall be an unsecured, unfunded and unaccrued contingent general obligation of TerminationRCPC to be satisfied from RCPC’s unsegregated general funds, provided that RCPC shall have the right, if it so elects, to defease its obligation hereunder by the purchase and delivery to you of an annuity on your life in the amount provided for above or to fund its obligation hereunder through the purchase of insurance or other instruments, and you agree to comply with the reasonable requests of RCPC should RCPC elect to do so, including by submitting to medical examination required in connection with the purchase of any such insurance.

Retirement Benefits. A. If you are To induce the Executive to continue in the Company's employ and to enter into this amended and restated employment agreement, which eliminates a Traditional-Design Participantnumber of provisions that would have provided the Executive substantial benefits in connection with his termination of service with the Company, for purposes of calculating the Executive's retirement benefit under any excess or supplemental defined benefit retirement plans in which the Executive participates, including, without limitation, the provisions of this Subsection 2a(iv)A shall apply Company's Executive Retirement and Savings Plan, (collectively, the "SERP") and notwithstanding anything in the SERP to you. The Company shall pay youthe contrary, the annual retirement benefit payable to the Executive at his normal retirement age under the time you are entitled to SERP (which may be paid in a retirement pension under the Pension Programlump sum) shall be not less than 65% of his final average Earnings, a retirement pension which shall be equal to the greater average of the sums of the Executive's Earnings payable (xin each case determined by including in such calculation any amounts of Annual Base Salary or bonus payable, but deferred (regardless of whether on a mandatory basis or at the election of the Executive)) in respect of any three years during the last ten years of the Executive's service (including the Severance Period) in which the average of such sums is the highest. In the event of the Executive's death prior to the commencement of receipt of his retirement benefit, notwithstanding anything in the SERP to the contrary, the retirement benefit payable hereunder to the Executive's surviving spouse or, if the Executive is not survived by his spouse, to his estate, shall be paid in a lump sum in an amount computed equal to the benefit that would have been payable to the Executive had the Executive terminated his employment immediately prior to his death and received the retirement benefit as a lump sum. For the avoidance of doubt, for purposes of calculating the Executive's annual retirement benefit and the retirement benefit payable to his surviving spouse or his estate, as provided above in this paragraph (c): (A) all amounts payable (or that would have been payable) to Executive in respect of the Severance Period absent his death shall be taken into account as provided in Section 5(a)(iii), (B) no such retirement benefit shall be subject to reduction on account of any Offset, and (C) the amount of any retirement benefit calculated as provided above shall, upon the commencement thereof (either annually or as a lump sum), be subject to cost of living increases in accordance with the Existing Plan. Capitalized terms of used herein without other definition shall have the Pension Program in effect immediately prior to the Change in Control and as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined meanings given in the Pension Plan but without regard to Xxxxxx Scientific International Inc. Executive Retirement and Savings Program as restated effective June 23, 1997 (the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2"Existing Plan"). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Termination.

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Executive will be entitled to receive retirement benefits as provided herein, so that the provisions total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall not include severance plans) of this Subsection 2a(iv)A the Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Corporation for 36 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Corporation). The Company benefits specified in this subsection 4(d) will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection 4(d) shall pay you, at equal the time you are entitled to excess of (1) the retirement benefits that would be paid a retirement pension under the Pension Program, a retirement pension equal to the greater Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (xA) an amount computed in accordance with the Executive were fully vested under such plans, (B) the 36-month period (or the period until the Executive’s Retirement, if less) following the date of the Executive’s termination were added to the Executive’s credited service under such plans, (C) the terms of such plans were those most favorable to the Pension Program Executive in effect immediately at any time during the period commencing prior to the Change in of Control and ending on the date of Notice of Termination (or on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s highest average annual compensation as defined under such retirement plans was calculated as if those terms were in effect on your Date of Terminationthe Executive had been employed by the Corporation for a 36-month period (or the period until the Executive’s Retirement, or (yif earlier) an amount computed in accordance with following the terms date of the Pension Program in effect immediately prior Executive’s termination and the Executive’s compensation during such period was equal to your Date of Termination, in either case less the amount of retirement pension actually Executive’s compensation used to be paid to you calculate the Executive’s benefit under the Pension Program. In computing the amounts of your retirement pension under clauses (xsubsections 4(a) and (y) of this Subsection, two 4(b); over (2) years the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection 4(d) are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Code, and shall be added to your actual age payable solely from the general assets of the Corporation. These retirement benefits shall be payable at the time and to your actual Company service credit under in the Pension Program so that your retirement pension under clauses (x) and (y) will be manner provided in the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the taxapplicable non-qualified portion of the Pension Program, the Company shall pay such benefits retirement plans to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Controlwhich they relate. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Termination.

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Executive will be entitled to receive retirement benefits as provided herein, so that the provisions total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall not include severance plans) of this Subsection 2a(iv)A the Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Corporation for 24 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Corporation). The Company benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall pay you, at equal the time you are entitled to excess of (1) the retirement benefits that would be paid a retirement pension under the Pension Program, a retirement pension equal to the greater Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (xA) an amount computed in accordance with the Executive were fully vested under such plans, (B) the 24 month period (or the period until the Executive’s Retirement, if less) following the date of the Executive’s termination were added to the Executive’s credited service under such plans, (C) the terms of such plans were those most favorable to the Pension Program Executive in effect immediately at any time during the period commencing prior to the Change in of Control and ending on the date of Notice of Termination (or on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s highest average annual compensation as defined under such retirement plans and was calculated as if those terms were in effect on your Date of Terminationthe Executive had been employed by the Corporation for a 24 month period (or the period until the Executive’s Retirement, or (yif earlier) an amount computed in accordance with following the terms date of the Pension Program in effect immediately prior Executive’s termination and had the Executive’s compensation during such period been equal to your Date of Terminationthe Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a), in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) 4(b), and (y) of this Subsection, two 4(c); over (2) years the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code, and shall be added to your actual age and to your actual Company service credit under payable solely from the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion general assets of the Pension Program, Corporation. These retirement benefits shall be payable at the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate time and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard manner provided in the applicable retirement plans to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Terminationwhich they relate.

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Executive will be entitled to receive retirement benefits as provided herein, so that the provisions total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall not include severance plans) of this Subsection 2a(iv)A the Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Corporation for 36 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Corporation). The Company benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall pay youequal the excess of (1) the retirement benefits that would be paid to the Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (A) the Executive were fully vested under such plans, (B) the 36 month period (or the period until the Executive’s Retirement, if less) following the date of the Executive’s termination were added to the Executive’s credited service under such plans, (C) the terms of such plans were those most favorable to the Executive in effect at any time during the period commencing prior to the Change of Control and ending on the date of Notice of Termination (or on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s highest average annual compensation as defined under such retirement plans and was calculated as if the Executive had been employed by the Corporation for a 36 month period (or the period until the Executive’s Retirement, if earlier) following the date of the Executive’s termination and had the Executive’s compensation during such period been equal to the Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a), 4(b), and 4(c); over (2) the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Code, and shall be payable solely from the general assets of the Corporation. These retirement benefits shall be payable (1) in respect of any benefits provided with reference to a qualified plan, at the time you are entitled to be paid a retirement pension under and in the Pension Program, a retirement pension equal to manner provided in the greater of (x) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to the Change in Control and as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the CompanyCorporation’s Supplemental Retirement Income Plans Plan, or (2) in respect of any other benefits, at the time and Equalization Benefit Plan in effect immediately prior to a Change the manner provided in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the CompanyCorporation’s Supplemental Retirement Income Plans and Equalization Benefit Plan, Plan or any other similar plans, as in effect on your Date of Termination; excess or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such supplemental retirement plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Termination.they relate..

Retirement Benefits. A. If you are a Traditional-Design ParticipantThe Executive will be entitled to receive retirement benefits as provided herein, so that the provisions total retirement benefits the Executive receives from the Corporation will approximate the total retirement benefits the Executive would have received under all (qualified and nonqualified) retirement plans (which shall not include severance plans) of this Subsection 2a(iv)A the Corporation in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Corporation for 18 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Corporation). The Company benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall pay you, at equal the time you are entitled to excess of (1) the retirement benefits that would be paid a retirement pension under the Pension Program, a retirement pension equal to the greater Executive or the Executive’s beneficiaries, under all retirement plans of the Corporation in which the Executive participates if (xA) an amount computed in accordance with the Executive were fully vested under such plans, (B) the 18-month period (or the period until the Executive’s Retirement, if less) following the date of the Executive’s termination were added to the Executive’s credited service under such plans, (C) the terms of such plans were those most favorable to the Pension Program Executive in effect immediately at any time during the period commencing prior to the Change in of Control and ending on the date of Notice of Termination (or on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s highest average annual compensation as defined under such retirement plans and was calculated as if those terms were in effect on your Date of Terminationthe Executive had been employed by the Corporation for a 18-month period (or the period until the Executive’s Retirement, or (yif earlier) an amount computed in accordance with following the terms date of the Pension Program in effect immediately prior Executive’s termination and had the Executive’s compensation during such period been equal to your Date of Terminationthe Executive’s compensation used to calculate the Executive’s benefit under subsections 4(a), in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) 4(b), and (y) of this Subsection, two 4(c); over (2) years the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under all retirement plans of the Corporation in which the Executive participates. These retirement benefits specified in this subsection are to be provided on an unfunded basis, are not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code, and shall be added to your actual age and to your actual Company service credit under payable solely from the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion general assets of the Pension Program, Corporation. These retirement benefits shall be payable at the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate time and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard manner provided in the applicable retirement plans to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Terminationwhich they relate.

Retirement Benefits. A. If you are a Traditional-Design ParticipantIn connection with Maddon’s retirement and the ending of his employment relationship with the Corporation on the Retirement Date, the provisions of this Subsection 2a(iv)A shall apply to you. The Company Corporation shall pay you, at the time you are entitled and provide to be paid a retirement pension under the Pension Program, a retirement pension equal to the greater of (x) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to the Change in Control and as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually wereMaddon, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reasonMaddon shall only be entitled to, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Programfollowing payments and benefits, the Company shall pay such benefits subject to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: his compliance with Section 6: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date payment of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to $1,789,333 in cash (less applicable withholdings), which shall be paid to Maddon within five (5) calendar days following the Release Effective Date as defined in Appendix A (the “Payment Date”); (b) any equity awards that are unvested as of the Retirement Date that were granted before March 31, 2011 will become fully vested with respect to options and nonforfeitable with respect to restricted stock, effective immediately upon the Release Effective Date, and the exercise period with respect to Maddon’s options shall extend until the date the option expires as set forth in each respective option award. (c) any equity awards that are unvested as of the Retirement Date that were granted on or after March 31, 2011 will continue to vest in accordance with their terms so long as Maddon continues to serve on the Board; provided, and notwithstanding anything to the contrary in any policies, equity award documents or otherwise, in the event Maddon ceases to serve on the Board for any reason other than Maddon’s resignation from the Board, any unvested portion of any options granted to Maddon shall become fully vested and restricted stock grants shall become nonforfeitable effective upon the last day of Maddon’s Board service and the exercise period with respect to Maddon’s options shall extend until the date the option expires as set forth in each respective option award; (d) Maddon shall receive an annual incentive bonus for the Corporation’s 2011 fiscal year in the amount of $150,000 on the Payment Date (and, for the avoidance of doubt, Maddon shall not be eligible to receive any bonus for the Corporation’s 2012 fiscal year); (e) Within five (5) calendar days following the Retirement Date, Maddon shall be entitled to receive any salary, expense reimbursements or other amounts from the Corporation then due but unpaid as of the Retirement Date, which in the case of the salary shall be prorated to the date of termination, and in the case of other accrued but unpaid vacation, expense reimbursement or other benefits shall each be provided pursuant to the applicable Corporation policy; provided that, notwithstanding anything to the contrary in the Company’s policy, Maddon’s final accrued vacation shall be calculated based on his carryover of up to a maximum of four percent weeks of unused vacation, as substantiated by Maddon and approved by the Corporation’s Chief Financial Officer; (4%f) for the period beginning on the Retirement Date and ending on the second anniversary of your Compensation the Retirement Date, Maddon shall be entitled to continue to receive the Welfare Benefits (as defined in the Pension Plan but without regard Employment Agreement) which Maddon actually received as of the Effective Date; provided, that at the Corporation’s sole discretion, the Corporation may pay Maddon the Welfare Cash Equivalent (as defined in the Employment Agreement) of the Welfare Benefits; (g) the Corporation shall provide Maddon with access to appropriate office space in the Innovation Center that is not materially less favorable than the office space provided to other senior executives and continued secretarial and administrative support through December 31, 2012. Maddon (1) shall be permitted to retain the cell phone and home computer provided to him in connection with his employment and will remain on the company’s cell phone plan until December 31, 2012, provided that Maddon shall be responsible for transferring his cell phone number to a personal account effective January 1, 2013, and (2) will have access to the limitations Company’s email system until December 31, 2012, provided that on or before such date, Maddon will transfer his personal files and other electronic information to a non-Company email account; notwithstanding the foregoing, if, prior to December 31, 2012, the Board determines that Maddon has engaged in activity that constitutes “Cause” as defined in Section 8.1.3 of Code the Employment Agreement, then the Corporation’s obligations pursuant to this Section 401(a)(174(g) and including amounts deferred by you under any Praxair compensation deferral programshall cease as of the date of such determination; (h) paid the Corporation shall reimburse Maddon up to $7,500 for the year prior legal fees he has incurred in connection with the negotiation and execution of this Agreement, subject to Maddon’s submission of appropriate expense documentation in accordance with the Change Corporation’s reimbursement policies in Control effect as of the Effective Date; and (i) except as set forth in this Agreement, Maddon agrees that he shall not be entitled to any other remuneration under the Employment Agreement or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Terminationotherwise.

Retirement Benefits. A. If you are a Traditional-Design Participant, the provisions of this Subsection 2a(iv)A shall apply to you. The Company shall pay you, at the time you are entitled to be paid a retirement pension under the Pension Program, a retirement pension equal to the greater of (x) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to the Change in Control and as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two three (23) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two three (23) years older than you actually were, and had two three (23) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans Plan and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans Plan and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans Plan and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two three (23) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two three (23). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Termination.

Retirement Benefits. A. If you are a Traditional-Design Participant, the provisions of this Subsection 2a(iv)A shall apply to you. The Company shall pay you, at the time you are entitled to be paid a retirement pension under the Pension Retirement Program, a retirement pension equal to the greater of (x) an amount computed in accordance with the terms of the Pension Retirement Program in effect immediately prior to the Change in Control of Praxair and as if those terms were in effect on your the Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Retirement Program in effect immediately prior to your the Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Retirement Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this SubsectionParagraph 2a(iv), two (2) three years shall be added to your actual age and to your actual Company service credit Service Credit under the Pension Retirement Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) three years older than you actually were, and had two (2) three years more Company service credit Service Credit than you actually had, on your the Date of Termination. If for any reason, the benefits under this Subsection subparagraph (iv) cannot be paid under the tax-qualified portion of the Pension Retirement Program, the Company shall pay provide such benefits to you in through the purchase, and delivery to you, of a non-qualified annuity from an insurance company, or you may elect to receive a lump sum, not later than thirty sum payment for the benefits under this subparagraph (30) days after your Date of Terminationiv), calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s 's Supplemental Retirement Income Plans Plan and Equalization Benefit Plan in effect immediately prior to a Change in Control; , (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s 's Supplemental Retirement Income Plans Plan and Equalization Benefit Plan, or other similar plans, as in effect on your the Date of Termination; , or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s 's Supplemental Retirement Income Plans Plan and Equalization Benefit Plan on your the Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined in the Pension Plan but without regard to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Termination.

Retirement Benefits. A. If you are a Traditional-Design Participant, the provisions of this Subsection 2a(iv)A shall apply to you. The Company shall pay you, at the time you are Executive will be entitled to be paid a receive retirement pension under the Pension Programbenefits as provided herein, a retirement pension equal to the greater of (x) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to the Change in Control and as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your the total retirement pension under clauses (x) and (y) benefits the Executive receives from the Companies will be approximate the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, total retirement benefits the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you Executive would have received under the Pension Program for Companies’ defined benefit (qualified and nonqualified) retirement plans (which shall include the two Supplemental Executive Retirement Plan (2) years following your Date of Termination“SERP”), the Company shall pay you an amount equal to four percent (4%but not include any severance plans) of your Compensation (as defined the Companies in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the Pension Plan but without regard employ of the Companies for 36 months following the date of the Executive’s separation from service or until the Executive’s Retirement, if earlier (provided that such additional period shall be inclusive of and shall not be in addition to any period of service credited under any severance plan of the Companies). The benefits specified in this subsection will be paid under the SERP or other similar nonqualified arrangement designated by the Companies according to its terms and conditions. The benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the limitations Executive or the Executive’s beneficiaries under this subsection shall equal the excess of Code Section 401(a)(17(1) and including amounts deferred by you the retirement benefits that would be paid to the Executive or the Executive’s beneficiaries, under such defined benefit retirement plans of the Companies in which the Executive participates if (A) the Executive were fully vested under such plans, (B) the 36-month period (or the period until the Executive’s Retirement, if less) following the date of the Executive’s separation from service were added to the Executive’s credited service under such plans, (C) the terms of such plans were those most favorable to the Executive in effect at any Praxair compensation deferral program) paid for time during the year period commencing prior to the Change in of Control and ending on the date of Notice of Termination (or on the separation from service date if no Notice of Termination is required), and (D) the Executive’s highest average annual compensation as defined under such defined benefit retirement plans and was calculated as if the Executive had been employed by the Companies for a 36-month period (or the year prior period until the Executive’s Retirement, if earlier) following the date of the Executive’s separation from service and had the Executive’s compensation during such period been equal to your Date of Terminationthe Executive’s compensation used to calculate the Executive’s benefit under Sections 4(a), whichever is greater, multiplied by two and 4(b); over (2). Such amount shall be paid ) the retirement benefits that are payable to you not later than the thirtieth (30th) day following your Date Executive or the Executive’s beneficiaries under such defined benefit retirement plans of Terminationthe Companies in which the Executive participates.

Retirement Benefits. A. If you are a Traditional-Design Participant, the provisions of this Subsection 2a(iv)A shall apply to you. The Company shall pay you, at to Executive during the time you are entitled to be paid a retirement pension under remainder of his life following the Pension Program, a retirement pension equal to the greater of (x) an amount computed in accordance with the terms expiration of the Pension Program Period of Employment as in effect immediately prior to the Change in Control and such termination, and, after his death, to his surviving spouse (subject to such optional method of payment election as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to may be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s 's Employees' Retirement Plan and Supplemental Executive Retirement Income Plans Plan and Equalization Benefit as further described below), a supplemental retirement benefit which shall be equal to the excess of: (1) an aggregate benefit at least equal to the benefit that would have been paid under the Employees' Retirement Plan in effect immediately and Supplemental Executive Retirement Plan, subject to any plan amendments or terminations generally applicable to all of the Company's senior officers which are adopted prior to a Change the date of such termination, if the Executive had continued to be employed and to be entitled to service credit for benefits during the remainder of such Period of Employment at an annual rate of compensation equal to his compensation and increases provided in Control; subsections (a) and (b) calculated under (unless during such remainder the same factors Executive dies or becomes disabled, in which event such benefit shall be reduced to reflect application of the last two sentences of subsection (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plane), or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control.over B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date the aggregate benefit actually payable to the Executive under the Employees' Retirement Plan and Supplemental Executive Retirement Plan. In clarification of Terminationthe foregoing paragraph (1), in determining whether any actuarial reduction would apply (and the amount of such reduction, if any) under the early retirement provisions of the Employees' Retirement Plan and Supplemental Executive Retirement Plan (to reflect the early commencements of benefits), the Company age which the Executive would have attained at the expiration of such Period, and the accredited service he would have had at such time, shall pay you be used. An election made by Executive under the Employees' Retirement Plan and Supplemental Executive Retirement Plan as to a joint and survivor or other optional method of payment and as to the time for commencement of payments shall be applicable to such supplemental retirement benefit, with application of discount factors no less favorable to Executive than those in effect under the Employees' Retirement Plan and Supplemental Executive Retirement Plan on the date of such termination. Notwithstanding the foregoing, Executive may, by a notice in writing filed with the Plan Administrator for the Employees' Retirement Plan and Supplemental Executive Retirement Plan, designate any person as the payee of amounts due hereunder after his death (in the manner, and with the effect, described in the Company's Employees' Retirement Plan and Supplemental Executive Retirement Plan). Notwithstanding the foregoing, in the event of a termination following a Change of Control, the supplemental retirement benefit described above shall be (i) calculated based upon the Executive's years of service at the time of the termination plus an additional five years and disregarding the requirement of five years of participation in the Supplemental Executive Retirement Plan, and (ii) paid in a single sum within 20 days after such termination in an amount equal to four percent (4%) the lump sum value of your Compensation (as defined in the Pension Plan but without regard to the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Terminationsuch benefit.

Retirement Benefits. A. If you are To induce the Executive to continue in the Company's employ and to enter into this amended and restated employment agreement, which eliminates a Traditional-Design Participantnumber of provisions that would have provided the Executive substantial benefits in connection with his termination of service with the Company, for purposes of calculating the Executive's retirement benefit under any excess or supplemental defined benefit retirement plans in which the Executive participates, including, without limitation, the provisions of this Subsection 2a(iv)A shall apply Company's Executive Retirement and Savings Plan (collectively, the "SERP") and notwithstanding anything in the SERP to you. The Company shall pay youthe contrary, the annual retirement benefit payable to the Executive at his normal retirement age under the time you are entitled to SERP (which may be paid in a retirement pension under the Pension Programlump sum) shall be not less than 65% of his final average Earnings, a retirement pension which shall be equal to the greater average of the sums of the Executive's Earnings payable (xin each case determined by including in such calculation any amounts of Annual Base Salary or bonus payable, but deferred (regardless of whether on a mandatory basis or at the election of the Executive)) in respect of any three years during the last ten years of the Executive's service (including the Severance Period) in which the average of such sums is the highest. In the event of the Executive's death prior to the commencement of receipt of his retirement benefit, notwithstanding anything in the SERP to the contrary, the retirement benefit payable hereunder to the Executive's surviving spouse or, if the Executive is not survived by his spouse, to his estate, shall be paid in a lump sum in an amount computed equal to the benefit that would have been payable to the Executive had the Executive terminated his employment immediately prior to his death and received the retirement benefit as a lump sum. For the avoidance of doubt, for purposes of calculating the Executive's annual retirement benefit and the retirement benefit payable to his surviving spouse or his estate, as provided above in this paragraph (c): (A) all amounts payable (or that would have been payable) to Executive in respect of the Severance Period absent his death shall be taken into account as provided in Section 5(a)(iii), (B) no such retirement benefit shall be subject to reduction on account of any Offset, and (C) the amount of any retirement benefit calculated as provided above shall, upon the commencement thereof (either annually or as a lump sum), be subject to cost of living increases in accordance with the Existing Plan. Capitalized terms of used herein without other definition shall have the Pension Program in effect immediately prior to the Change in Control and as if those terms were in effect on your Date of Termination, or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior to your Date of Termination, in either case less the amount of retirement pension actually to be paid to you under the Pension Program. In computing the amounts of your retirement pension under clauses (x) and (y) of this Subsection, two (2) years shall be added to your actual age and to your actual Company service credit under the Pension Program so that your retirement pension under clauses (x) and (y) will be the amount it would have been if you had been two (2) years older than you actually were, and had two (2) years more Company service credit than you actually had, on your Date of Termination. If for any reason, the benefits under this Subsection cannot be paid under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than thirty (30) days after your Date of Termination, calculated under such one of the following options as would produce the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan in effect immediately prior to a Change in Control; (b) calculated under the same factors (interest rate and mortality) as total lump sum payments are made under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan, or other similar plans, as in effect on your Date of Termination; or (c) calculated under the same factors (interest rate and mortality) as lump sum payments would have been calculated under the Company’s Supplemental Retirement Income Plans and Equalization Benefit Plan on your Date of Termination, if such factors were determined using the same methodology as such plans used prior to the Change in Control. B. If you are an Account-Based Participant the provisions of this Subsection 2a(iv)B shall apply to you. To provide benefits to you which are equivalent to the benefits you would have received under the Pension Program for the two (2) years following your Date of Termination, the Company shall pay you an amount equal to four percent (4%) of your Compensation (as defined meanings given in the Pension Plan but without regard to Xxxxxx Scientific International Inc. Executive Retirement and Savings Program as restated effective June 23, 1997 (the limitations of Code Section 401(a)(17) and including amounts deferred by you under any Praxair compensation deferral program) paid for the year prior to the Change in Control or the year prior to your Date of Termination, whichever is greater, multiplied by two (2"Existing Plan"). Such amount shall be paid to you not later than the thirtieth (30th) day following your Date of Termination.