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.

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 time and in the manner provided in the applicable 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.

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 time and in the manner provided in the applicable 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.

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 time and in the manner provided in the applicable 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.

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 Companies will approximate the total retirement benefits the Executive would have received under the Companies’ defined benefit (qualified and nonqualified) retirement plans (which shall include the Supplemental Executive Retirement Plan (“SERP”), but not include any severance plans) of this Subsection 2a(iv)A the Companies in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the 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 apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Companies). The Company shall pay you, at the time you are entitled to benefits specified in this subsection will be paid a retirement pension under the Pension ProgramSERP 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, a such as early retirement pension equal and survivor rights and benefits available at retirement. The amount payable to the greater Executive or the Executive’s beneficiaries under this subsection shall equal the excess of (x1) an amount computed 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 accordance with 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 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 defined benefit retirement plans and was calculated as if those terms were in effect on your Date of Terminationthe Executive had been employed by the Companies 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 Sections 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 shall be added the retirement benefits that are payable to your actual age and to your actual Company service credit the Executive or the Executive’s beneficiaries under the Pension Program so that your such defined benefit 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 plans of the Pension Program, Companies in which 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 ControlExecutive participates.

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 Executive's Severance of Service Date (as defined in effect immediately prior to the Change in Control and as if those terms were in effect on your Date of TerminationCompany's Retirement Plan), or (y) an amount computed in accordance with the terms of the Pension Program in effect immediately prior pension 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 which he 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 entitled under the tax-qualified portion of the Pension Program, the Company shall pay such benefits to you in a lump sum, not later than Company's Retirement and Supplemental Retirement Plans if he had thirty (30) days after your Date years of TerminationCredited Service (as defined in the Company's Retirement Plan) with the Company on such date, calculated under such one over (ii) the actuarial present value, determined as of the following options as would produce Executive's Severance of Service Date, of the highest lump sum payment: (a) calculated under the same factors (interest rate and mortality) as lump sum payments were made pension to which he is entitled under the Company’s 's Retirement and Supplemental Retirement Income Plans Plans, including any amounts attributable to the additional age and Equalization Benefit Plan service credit provided in effect immediately prior Section 7.1 of this Agreement. With respect 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 Plancalculation of this additional supplemental pension benefit, 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 all actuarial equivalents shall be determined using the same methodology 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 the amount of benefit with respect to optional forms of benefits, death benefits, and early retirement benefits). The actuarial present value of the supplemental benefit, if any, as such plans used prior determined above, and any pre-retirement or post-retirement death benefits provided with respect thereto, shall be paid to the Change Executive or his beneficiary, as the case may be, at the same time and in Controlthe same manner as his benefits under the Company's Supplemental Retirement Plan.

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.

Retirement Benefits. A. If in addition to the retirement benefits to ------------------- which you are a Traditional-Design Participantentitled under the Retirement Plan of Koppers Industries, Inc. and Subsidiaries for Salaried Employees (the "Qualified Plan") and the Company's "excess benefit plan" (the "Supplemental Plan") or any successor plans thereto, lump sum payment equal to the excess of (1) over (2), where (1) equals the sum of (A) the aggregate retirement pension to which you would have been entitled under the terms of the Qualified Plan (without regard to any amendment to the Qualified Plan made subsequent to the Change in Control of the Company, which amendment adversely affects in any manner the computation of retirement benefits under such plan), determined as if you had accumulated thereunder two (2) additional years of Credited Service or such lesser number of years of Credited Service, including fractional years, to your 65th birthday (after any Termination pursuant to Section 3) at your rate of Annual Salary in effect on the Date of Termination, and (B) the retirement pension to which you would have been entitled under the terms of the Supplemental Plan, determined as if you had accumulated thereunder two (2) additional Years of Service or such lesser number of Years of Service, including fractional years, to your 65th birthday (after any Termination pursuant to Section 3) at your rate of Annual Salary in effect on the Date of Termination; and where (2) equals the sum of (A) the aggregate retirement pension to which you are entitled pursuant to the provisions of this Subsection 2a(iv)A shall apply the Qualified Plan, and (B) the retirement pension to you. The Company shall pay you, at the time which you are entitled pursuant to be paid a retirement the provisions of the Supplemental Plan. The supplemental pension benefit determined under the Pension Program, a retirement pension equal paragraph (d) shall be payable to the greater Company in a lump sum payment using the discount specified in the Qualified Plan. Benefits hereunder which commence prior to age 60 with 25 years of (x) an amount computed service, or age 55 with 10 years of service, shall be actuarially reduced to reflect early commencement in accordance with the terms of the Pension Program any such Plan or Plans. All defined terms used in effect immediately prior to the Change in Control and as if those terms were in effect on your Date of Termination, or this paragraph (yd) 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) meaning as lump sum payments were made under in 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 Qualified Plan, unless otherwise defined herein or other similar plans, as in effect on your Date of Termination; or (c) calculated under otherwise required by 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.context;

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.

Retirement Benefits. A. If you are a Traditional-Design ParticipantExecutive will be entitled to receive retirement benefits so that the total retirement benefits Executive receives from the State Auto Companies will approximate the total retirement benefits that Executive would have received under the defined benefit (qualified and nonqualified) retirement plans (which shall include the Supplemental Executive Retirement Plan (“SERP”), but not include any severance plans) of the provisions State Auto Companies in which Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of this Subsection 2a(iv)A the State Auto Companies for 36 months following the Date of Termination (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 State Auto Companies). 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 benefits specified 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) subsection 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, SERP or other similar nonqualified arrangement designated by the State Auto 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 Executive or Executive’s beneficiaries under this subsection shall equal the excess of (i) the retirement benefits that would be paid to Executive or Executive’s beneficiaries under such defined benefit retirement plans of the State Auto Companies in which Executive participates if (A) Executive were fully vested under such plans, as (B) the 36-month period following the Date of Termination were added to Executive’s credited service under such plans, (C) the terms of such plans were those in effect on your the date of this Agreement, and (D) Executive’s highest average annual compensation as defined under such defined benefit retirement plans and was calculated as if Executive had been employed by the State Auto Companies for a 36-month period following the Date of TerminationTermination and had Executive’s compensation during such period been equal to Executive’s compensation used to calculate the Executive’s separation benefit under §2(b) of this Agreement; over (ii) the retirement benefits that are payable to Executive or Executive’s beneficiaries under such defined benefit (cqualified and nonqualified) calculated under retirement plans of 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 State Auto Companies in Controlwhich Executive participates.

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.

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 the percentage paid to the Executive in accordance with the terms of the Pension Program in effect immediately year prior to the Change in Control and as if those terms were in effect on your Date of Termination, or (y) an the percentage 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, being accrued by 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, (C) the 12 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, (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 terminated if no Notice of Termination is required), (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 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. 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 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 which 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 Companies will approximate the total retirement benefits the Executive would have received under the Companies’ defined benefit (qualified and nonqualified) retirement plans (which shall include the Supplemental Executive Retirement Plan (“SERP”), but not include any severance plans) of this Subsection 2a(iv)A the Companies in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the 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 apply be inclusive of and shall not be in addition to youany period of service credited under any severance plan of the Companies). The Company shall pay you, at the time you are entitled to benefits specified in this subsection will be paid a retirement pension under the Pension ProgramSERP 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, a such as early retirement pension equal and survivor rights and benefits available at retirement. The amount payable to the greater Executive or the Executive’s beneficiaries under this subsection shall equal the excess of (x1) an amount computed 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 accordance with 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 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 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 those terms were in effect on your Date of Terminationthe Executive had been employed by the Companies 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 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), 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 shall be added the retirement benefits that are payable to your actual age and to your actual Company service credit the Executive or the Executive’s beneficiaries under the Pension Program so that your such defined benefit 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 plans of the Pension Program, Companies in which 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 ControlExecutive 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 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.

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.

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 the percentage paid to the Executive in accordance with the terms of the Pension Program in effect immediately year prior to the Change in Control and as if those terms were in effect on your Date of Termination, or (y) an the percentage 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, being accrued by 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, (C) 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, (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 terminated if no Notice of Termination is required), (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 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. 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 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 which 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 time and in the manner provided in the applicable 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.

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.which 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 the percentage paid to the Executive in accordance with the terms of the Pension Program in effect immediately year prior to the Change in Control and as if those terms were in effect on your Date of Termination, or (y) an the percentage 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, being accrued by 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, (C) 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, (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 terminated if no Notice of Termination is required), (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 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. 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 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 which 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 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 time and in the manner provided in the applicable 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.

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 time and in the manner provided in the applicable 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.

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.