Common use of Supplemental Pension Clause in Contracts

Supplemental Pension. (a) In the event of a Qualifying Termination of Employment, in lieu of accruing pension benefits under the Company's Pension Plan, the Company's 401(k) Plan (the "401(k) Plan"), the Company's Deferred Capital Accumulation Plan (the "DCAP"), the Company's Supplemental Retirement Plan (the "SERP"), and any other funded or unfunded pension plans now or hereafter maintained by the Company (collectively, the "Pension Plans") during the Continuation Period, the Executive shall be entitled to receive an unfunded supplemental pension benefit under this Agreement (the "Supplemental Benefit"). The Supplemental Benefit shall be calculated under Subsection 5.2(b) below and shall be paid in a lump sum within 30 business days after the date of the Qualifying Termination of Employment. (b) The Supplemental Benefit shall be an amount equal to: (i) The amount payable to the Executive as a single lump sum amount under the Pension Plans had the Executive (A) continued to be employed as an Executive of the Company during the Continuation Period, (B) received compensation equal to the amount described in Section 5.1(a) during the Continuation Period, (C) continued to receive matching contributions under the 401(k) Plan and DCAP through the Continuation Period at the same rate as the Executive was receiving at the time of the Executive's termination of employment, and (D) been 100% vested in each of the Pension Plans; minus (ii) The amount, calculated as of the date of the Qualifying Termination of Employment, of the single lump sum amount actually payable to the Executive under the Pension Plans, whether or not the Executive elects to receive his benefits under the Pension Plans in the form of a single lump sum amount. (c) For purposes of determining the lump sum amount payable under this Section 5.2, (i) the Executive's account under the Pension Plan and the SERP shall each be credited with interest at the interest rate in effect under such plan at the date of the Executive's Qualifying Termination of Employment, and (ii) the Executive's account under the 401(k) Plan and the DCAP shall each be credited with interest at the interest rate in effect under the DCAP at the date of the Executive's Qualifying Termination of Employment.

Supplemental Pension. (a) In the event of a Qualifying Termination of Employment, in lieu of accruing pension benefits under the Company's Pension Plan, the Company's 401(k) Plan (the "401(k) Plan"), the Company's Deferred Capital Accumulation Plan (the "DCAP"), the Company's Supplemental Retirement Plan (the "SERP"), and any other funded or unfunded pension plans now or hereafter maintained by the Company (collectively, the "Pension Plans") during the Continuation Period, the Executive shall be entitled to receive an unfunded supplemental pension benefit under this Agreement (the "Supplemental Benefit"). The Supplemental Benefit shall be calculated under Subsection 5.2(b) below and shall be paid in a lump sum within 30 business days after the date of the Qualifying Termination of Employment. (b) The Supplemental Benefit shall be an amount equal to: (i) The amount payable to the Executive as a single lump sum amount under the Pension Plans as of the date of the Qualifying Termination of Employment had the Executive (A) continued to be employed as an Executive of the Company during the Continuation Period, (B) received compensation equal to the amount described in Section 5.1(a) during the Continuation Period, (C) continued to receive matching contributions under the 401(k) Plan and DCAP through the Continuation Period at the same rate as the Executive was receiving at the time of the Executive's termination of employment, and (D) been 100% vested in each of the Pension Plans; minus (ii) The amount, calculated as of the date of the Qualifying Termination of Employment, of the single lump sum amount actually payable to the Executive under the Pension Plans, whether or not the Executive elects to receive his benefits under the Pension Plans in the form of a single lump sum amount. (c) For purposes of determining the lump sum amount payable under this Section 5.2, (i) the Executive's account under the Pension Plan and the SERP shall each be credited with interest at the interest rate in effect under such plan at the date of the Executive's Qualifying Termination of Employment, and (ii) the Executive's account under the 401(k) Plan and the DCAP shall each be credited with interest at the interest rate in effect under the DCAP at the date of the Executive's Qualifying Termination of Employment.

Supplemental Pension. (ai) In Subject to the event provisions of this Section 3(g), Executive shall earn during the Term a Qualifying Termination of Employment, in lieu of accruing supplemental monthly pension benefits under the Company's Pension Plan, the Company's 401(k) Plan for life (the "401(kPension") Plan"), payable in the Company's Deferred Capital Accumulation Plan (form of a straight life annuity commencing with the "DCAP"), month following the Company's Supplemental month in which Executive attains age 65. The amount of the Pension shall be determined in accordance with the benefit formula and actuarial factors and assumptions set forth in the Detrex Corporation Employees Retirement Plan (the "SERPRetirement Plan"), and any other funded or unfunded pension plans now or hereafter maintained by as in effect on the Company (collectivelyEffective Date, except that, for purposes of calculating the amount of the Pension, the "Pension Plans"following shall apply: (A) during the Continuation Period, the Executive shall be entitled to receive an unfunded supplemental the Pension even if, at the time of his termination of employment, he is not entitled to receive a pension benefit under this Agreement the Retirement Plan; (B) for purposes of determining eligibility for benefits and calculating the "Supplemental Benefit"). The Supplemental Benefit amount of the Pension, Executive shall be calculated under Subsection 5.2(bcredited with years of vesting and accrual service equal to the sum of (I) below and the number of whole months elapsed from April 1, 1995 to the date of Executive's termination of employment hereunder divided by six plus (II) five; (C) subject to Section 3(g)(ii) below, Executive shall be fully vested in the Pension as of the Effective Date; (D) the amount of the Pension shall be paid in the form of a 50% qualified joint and survivor annuity, unless Executive shall elect in writing prior to his termination of employment to have the Pension paid in another form of payment that may be elected under the Retirement Plan; provided, however, that the Company shall have the right at any time following Executive's termination of employment to pay the entire amount of the remaining Pension to Executive (or his surviving spouse, if applicable) in a lump sum within 30 business days after (regardless of the amount of such lump sum) calculated in accordance with the actuarial factors specified in the Retirement Plan applicable to involuntary cashouts; (E) the amount of the Pension shall be reduced by the amount of the retirement benefits payable to Executive (or his spouse) under the Retirement Plan; (F) the monthly payments of the Pension shall not commence until the latest to occur of (I) the date Executive attains the earliest retirement age under the Retirement Plan, (II) the date Executive is no longer entitled to receive payments of the Severance Amount and (III) the date of the Qualifying Termination of Employment. (b) The Supplemental Benefit shall be an amount equal to: (i) The amount payable to the Executive as a single lump sum amount under the Pension Plans had the Executive (A) continued to be employed as an Executive of the Company during the Continuation Period, (B) received compensation equal to the amount described in Section 5.1(a) during the Continuation Period, (C) continued to receive matching contributions under the 401(k) Plan and DCAP through the Continuation Period at the same rate as the Executive was receiving at the time of the Executive's termination of employment, and (D) been 100% vested in each . If Executive should die prior to the commencement of the Pension, his surviving spouse, if any, shall be entitled to a death benefit for life equal the amount that would otherwise have been payable to her if Executive had died immediately after Pension Plans; minus payments to him had commenced on the latest date specified in clause (iiF) The amount, calculated as above (the "Reference Date") of the date of the Qualifying Termination of Employment, of the single lump sum amount actually payable to the Executive under the Pension Plans, whether or not the Executive elects to receive his benefits under the Pension Plans previous sentence in the form of a single lump sum amount50% joint and survivor annuity prior to the date of his death; provided, however, that the death benefit payable to Executive's surviving spouse shall not commence until the Reference Date and (G) in calculating the amount of the Pension, all applicable limits under the Internal Revenue Code of 1986, as amended (the "Code"), shall apply (including, without limitation, those under Section 401(a)(17) and Section 415). If the payment of the Pension should commence prior to the time that Executive attains age 65, the amount of the Pension shall be reduced in accordance with the reduction factors set forth in the Retirement Plan. The Pension to Executive shall terminate in the month in which Executive dies, and the death benefit, if any, payable to his surviving spouse shall terminate with the month of her death. No beneficiary may be elected to receive the death benefit other than Executive's spouse. (cii) For purposes of determining the lump sum amount payable under this Section 5.2, (i) the Executive's account under Executive shall forfeit all right to the Pension Plan and if his employment with the SERP shall each be credited with interest at Company ends as a result of his resignation of employment other than for Good Reason (as hereinafter defined) prior to the interest rate in effect under such plan at the date fifth anniversary of the Executive's Qualifying Termination of Employment, and (ii) the Executive's account under the 401(k) Plan and the DCAP shall each be credited with interest at the interest rate in effect under the DCAP at the date of the Executive's Qualifying Termination of EmploymentEffective Date.

Supplemental Pension. The Company shall provide the Executive with a supplemental employee retirement plan designed to provide the Executive with an annual pension benefit (a) In the event of a Qualifying Termination of Employment, in lieu of accruing pension benefits under the Company's Pension Plan, the Company's 401(k) Plan (the "401(k) Plan"), the Company's Deferred Capital Accumulation Plan (the "DCAP"), the Company's Supplemental Retirement Plan (the "SERP"), payable to and any other funded or unfunded pension plans now or hereafter maintained by the Company (collectively, the "Pension Plans") during the Continuation Period, life of the Executive shall be entitled in equal monthly installments and after his death to receive an unfunded supplemental pension benefit under this Agreement (the "Supplemental Benefit"). The Supplemental Benefit shall be calculated under Subsection 5.2(b) below and shall be paid in a lump sum within 30 business days after the date spouse of the Qualifying Termination of Employment. (b) The Supplemental Benefit shall be an amount equal to: (i) The amount payable Executive to the Executive as a single lump sum amount under the Pension Plans had the Executive (A) continued to be employed as an Executive of the Company during the Continuation Period, (B) received compensation equal to the amount described in Section 5.1(a) during the Continuation Period, (C) continued to receive matching contributions under the 401(k) Plan and DCAP through the Continuation Period at the same rate as the Executive was receiving at the time of the Executive's termination of employment, and (D) been 100% vested in each of the Pension Plans; minus (ii) The amount, calculated whom he is married as of the date of this Agreement, if she survives the Qualifying Termination of EmploymentExecutive, in equal monthly installments in the same amount as the monthly installments payable during the life of the single lump sum amount actually payable Executive) commencing when the Executive reaches age 60, which annual pension benefit (a) if the Executive remains employed by the Company until the Executive reaches age 60, will be equal to 25% of the average annual total compensation paid to the Executive during the three fiscal years immediately prior to the date on which the Executive reaches age 60 and (b) if the Executive's employment with the Company should terminate for any reason prior to the date on which the Executive reaches age 60, will be equal to the percentage (as hereinafter determined) of the average annual total compensation paid to the Executive during the three (or such fewer number of years that the Executive shall have been employed with the Company) fiscal years immediately prior to the date on which the Executive's employment with the Company shall have terminated, with such percentage equal to the product of (i) 3.125% and (ii) a fraction, the numerator of which shall be the number of months from the date hereof to the date on which the Executive's employment with the Company shall have terminated and the denominator of which is 12. The Company's obligation under this Section 6 shall be offset by any other pension benefits paid to the Executive under other pension plans of the Pension Plans, whether Company or not its Affiliates. The Executive's rights to the Executive elects to receive his accrued benefits under the Pension Plans in the form of a single lump sum amount. (c) For purposes of determining the lump sum amount payable under this Section 5.2, (i) 6 shall become fully vested immediately regardless of the Executive's account under the Pension Plan and the SERP shall each be credited with interest at the interest rate in effect under such plan at the date period of the Executive's Qualifying Termination of Employment, and (ii) the Executive's account employment under the 401(k) Plan this Agreement and the DCAP shall each be credited with interest at circumstances of the interest rate in effect under the DCAP at the date termination of the Executive's Qualifying Termination employment. The obligations of Employmentthe Company under this Section 6 shall survive any termination of the Term of Employment or this Agreement.

Supplemental Pension. (a) In Following any termination of his employment with the event of a Qualifying Termination of Employment, in lieu of accruing pension benefits under the Company's Pension Plan, the Company's 401(k) Plan (the "401(k) Plan"), the Company's Deferred Capital Accumulation Plan (the "DCAP"), the Company's Supplemental Retirement Plan (the "SERP"), and any Company other funded or unfunded pension plans now or hereafter maintained than by the Company (collectively, the "Pension Plans") during the Continuation Periodfor Cause or as a result of his death, the Executive shall be entitled to receive an unfunded a supplemental pension benefit under with annual payments equal to five percent (5%) of his Average Final Annual Compensation (as defined below) multiplied by his full and partial years of service with the Company (including any additional years of credited service pursuant to Sections 14(d) and 15(c)); provided however, that the maximum annual pension to which the Executive shall be entitled shall be 50% of his Average Final Annual Compensation. For this Agreement (purpose, "Average Final Annual Compensation" shall be defined as the "Supplemental Benefit")Executive´s average cash compensation for the 36 consecutive months of highest cash compensation or such shorter period as the Executive has been employed by the Company, if the Executive has been employed for less than 36 months with the Company. Cash compensation shall include all salary and bonuses earned in respect of such 36-month period, regardless of when paid. The Supplemental Benefit supplemental pension shall be calculated under Subsection 5.2(b) below fully vested and shall be paid in a lump sum within 30 business days after monthly with the date first payment to be made at the beginning of the Qualifying Termination first month following the termination of Employmentthe Executive's employment hereunder. The Executive´s entitlement to the supplemental pension benefit (apart from the determination of the amount of the benefit as set forth in the first sentence) shall apply without regard to the period of the Executive's employment with the Company. (b) The Supplemental Benefit If the Executive should die with a spouse surviving him after he has commenced receiving a benefit under this Section 10 (or would have commenced receiving a benefit but for the offset provided under Section 10(c)), the spouse's benefit, payable monthly, shall be determined in accordance with an amount equal to: (i) The amount payable election to be made by the Executive prior to the Executive as a single lump sum amount under the Pension Plans had the Executive (A) continued to be employed as an Executive commencement of the Company during supplemental pension benefit. The post-retirement benefit provided the Continuation Period, (B) received compensation equal spouse shall result in the normal actuarial discount applied to a joint and survivor benefit pursuant to the amount described in Section 5.1(a) during the Continuation Period, (C) continued to receive matching contributions under the 401(k) Plan and DCAP through the Continuation Period at the same rate as the Executive was receiving at the time of the ExecutiveCompany's termination of employment, and (D) been 100% vested in each of the Pension Plans; minus (ii) The amount, calculated as of the date of the Qualifying Termination of Employment, of the single lump sum amount actually payable to the Executive under the Pension Plans, whether or not the Executive elects to receive his benefits under the Pension Plans in the form of a single lump sum amounttax-qualified pension plan. (c) For purposes of determining Notwithstanding the lump sum amount payable under foregoing, the supplemental pension benefit (including a spouse's benefit) determined in accordance with this Section 5.2, 10 shall be offset (ibut not below zero) by any pension benefit (including a survivor's benefit) or long-term disability benefit received by the ExecutiveExecutive (or pension or survivor benefit received by the spouse) under any of the Company's account under the Pension Plan and the SERP defined benefit pension or long-term disability benefit plans but shall each not be credited with interest at the interest rate in effect under such plan at the date offset by any other pension or retirement benefit paid by any prior employer of the Executive's Qualifying Termination of Employment, and (ii) the Executive's account under the 401(k) Plan and the DCAP shall each be credited with interest at the interest rate in effect under the DCAP at the date of the Executive's Qualifying Termination of Employment.

Supplemental Pension. (ai) In Subject to the event of provisions included herein, the Executive shall earn a Qualifying Termination of Employment, supplemental monthly pension (the "Pension") payable in lieu of accruing pension the same manner as the Executive elects with respect to his retirement benefits under the Company's Pension Plan, the Company's 401(k) Plan of AMBAC Inc. (the "401(kRetirement Plan") commencing with the month following the month in which the Executive attains age 65. The amount of the Pension shall be determined in accordance with the benefit formula and actuarial factors and assumptions set forth in the Retirement Plan, as in effect on the Effective Date, except that, for purposes of calculating the amount of the Pension, the following shall apply: (A) the Pension shall be calculated without giving effect to the limitations provided for in Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provisions thereto; and (B) for purposes of calculating the Company's Deferred Capital Accumulation Plan (amount of his retirement benefits, including the "DCAP"), the Company's Supplemental Retirement Plan (the "SERP"), and any other funded or unfunded pension plans now or hereafter maintained by the Company (collectively, the "Pension Plans") during the Continuation PeriodPension, the Executive shall be entitled credited with years of accrual service equal to receive an unfunded supplemental pension benefit under this Agreement the number of whole months elapsed from March 31, 1997 to the date of the Executive's termination of employment with the Company, up to a maximum of 120 months, excluding any leave of absence, divided by six; (C) the "Supplemental Benefit"). The Supplemental Benefit Executive shall be calculated under Subsection 5.2(bfully vested in the Pension on the date the Executive completes 60 months of employment with the Company (excluding any periods spent on leave of absence); (D) below and the amount of the Pension shall be paid in the form of a 50% qualified joint and survivor annuity, unless the Executive shall elect in writing prior to his termination of employment to have the Pension paid in another form of payment that may be elected under the Retirement Plan; provided, however, that the Company shall have the right at any time following the Executive's termination of employment to pay the entire amount of the remaining Pension to the Executive (or his surviving spouse, if applicable) in a lump sum within 30 business days after the date (regardless of the Qualifying Termination amount of Employment. such lump sum) calculated in accordance with the actuarial factors specified in the Retirement Plan applicable to involuntary cashouts; (bE) The Supplemental Benefit the amount of the Pension shall be an reduced by the amount equal to: (i) The amount of the retirement benefits payable to the Executive as a single lump sum amount (or his spouse) under the Retirement Plan, the AMBAC Inc. Supplemental Pension Plans had Plan and the AMBAC Inc. Excess Benefits Pension Plan; and (F) the monthly payments of the Pension shall not commence until the latest to occur of (I) the date the Executive (A) continued to be employed as an Executive of attains the Company during the Continuation Period, (B) received compensation equal to the amount described in Section 5.1(a) during the Continuation Period, (C) continued to receive matching contributions earliest retirement age under the 401(k) Retirement Plan and DCAP through (II) the Continuation Period at the same rate as the Executive was receiving at the time date of the Executive's termination of employment, and (D) been 100% vested in each . If the payment of the Pension Plans; minusshould commence prior to the time that the Executive attains age 65, the amount of the Pension shall be reduced in accordance with the reduction factors set forth in the Retirement Plan. The Pension to the Executive shall terminate in the month in which the Executive dies. Any death benefits payable to his surviving spouse, if any, and any disability benefits shall be determined in accordance with the same terms as apply to the Retirement Plan. (ii) The amount, calculated as of the date of the Qualifying Termination of Employment, of the single lump sum amount actually payable Executive shall forfeit all right to the Executive under Pension if his employment with the Pension PlansCompany ends, whether or not for any reason, prior to the Executive elects to receive his benefits under completion of 60 months of employment with the Pension Plans in the form of a single lump sum amountCompany. (c) For purposes of determining the lump sum amount payable under this Section 5.2, (i) the Executive's account under the Pension Plan and the SERP shall each be credited with interest at the interest rate in effect under such plan at the date of the Executive's Qualifying Termination of Employment, and (ii) the Executive's account under the 401(k) Plan and the DCAP shall each be credited with interest at the interest rate in effect under the DCAP at the date of the Executive's Qualifying Termination of Employment.

Supplemental Pension. (a) In the event of a Qualifying Termination of Employment, in lieu of accruing pension benefits under the Company's Pension Plan, the Company's 401(k) Plan (the "401(k) Plan"), the Company's Deferred Capital Accumulation Plan (the "DCAP"), the Company's Supplemental Retirement Plan (the "SERP"), and any other funded or unfunded pension plans now or hereafter maintained by the Company (collectively, the "Pension Plans") during the Continuation Period, the The Executive shall be entitled to receive an unfunded supplemental pension benefit benefits under this Agreement the Brunswick Supplemental Pension Plan (the "Supplemental BenefitPlan")) or, in the discretion of the Company, under another non-qualified plan maintained by the Company, in an amount which, when added to the benefits otherwise payable to or on behalf of the Executive under the Supplemental Plan and the Brunswick Pension Plan for Salaried Employees, will provide the Executive with the benefits that would have been payable to or on behalf of the Executive under the Supplemental Plan and the Brunswick Pension Plan for Salaried Employees if he had, in addition to his actual Years of Service, completed an additional 15 Years of Service with the Company. The Supplemental Benefit monthly benefit payable under this paragraph (i) in the form of a single life annuity for the life of the Executive commencing at his age 65 shall be calculated under Subsection 5.2(breduced (but not below zero) below and shall be paid in a lump sum within 30 business days after by the date of the Qualifying Termination of Employment. (b) The Supplemental Benefit shall be an amount equal tofollowing: (i) The the monthly amount of the total Social Security benefit payable to the Executive as a single lump sum amount under life annuity for the Pension Plans had life of the Executive (A) continued to be employed as an Executive of the Company during the Continuation Period, (B) received compensation equal to the amount described in Section 5.1(a) during the Continuation Period, (C) continued to receive matching contributions under the 401(k) Plan and DCAP through the Continuation Period commencing at the same rate as the Executive was receiving at the time of the Executive's termination of employment, and (D) been 100% vested in each of the Pension Planshis age 65; minusand (ii) The amount$15,369.10, calculated as which is the monthly amount of the date of the Qualifying Termination of Employment, of the single lump sum amount actually benefit payable to the Executive under the Pension PlansRetirement Plan of Xxxxxxx & Xxxxxxx and Affiliated Companies and the Excess Benefit Plan of Xxxxxxx & Xxxxxxx and Affiliated Companies (collectively, whether or not the Executive elects to receive his benefits under the Pension Plans "Predecessor Employer Plan"), based on its being paid in the form of a single lump sum amount. (c) For purposes life annuity for the life of determining the lump sum amount Executive commencing at his age 65). If the pension benefits are payable under to the Executive pursuant to this Section 5.2, paragraph (i) are paid in a form other than a single life annuity for the Executive's account under the Pension Plan and the SERP shall each be credited with interest at the interest rate in effect under such plan at the date life of the Executive's Qualifying Termination Executive commencing at his age 65, then such benefits shall be actuarially equivalent to the value of Employmentthe benefit determined in accordance with the foregoing provisions of this paragraph (i), and (ii) with the Executive's account under actuarial equivalency determined using the 401(k) Plan and the DCAP shall each be credited with interest at the interest rate actuarial assumptions in effect under the DCAP at Brunswick Pension Plan for Salaried Employees as of the date of commencement of such benefit payments. The Executive, by filing a written election with the Company not later than thirty days after the Executive's Qualifying Date of Termination, may elect to receive the benefits otherwise payable to him under the Supplemental Plan and this paragraph (i) in the form of an actuarially equivalent lump sum. Payments under this paragraph (i) shall be made (or shall commence if not in the form of a lump sum) on the 60th day after the Date of Termination of Employment(or the first business day occurring after such 60th day); provided that no such payment shall be made prior to such 60th day.

Supplemental Pension. (a) In the event of a Qualifying Termination of Employment, in lieu of accruing pension benefits under the Company's Pension Plan, the Company's 401(k) Plan (the "401(k) Plan"), the Company's Deferred Capital Accumulation Plan (the "DCAP"), the Company's Supplemental Retirement Plan (the "SERP"), and any other funded or unfunded pension plans now or hereafter maintained by the Company (collectively, the "Pension Plans") during the Continuation Period, the The Executive shall be entitled to receive an unfunded supplemental pension benefit benefits -------------------- under this Agreement the Brunswick Supplemental Pension Plan (the "Supplemental BenefitPlan")) or, in the discretion of the Company, under another non-qualified plan maintained by the Company, in an amount which, when added to the benefits otherwise payable to or on behalf of the Executive under the Supplemental Plan and the Brunswick Pension Plan for Salaried Employees, will provide the Executive with the benefits that would have been payable to or on behalf of the Executive under the Supplemental Plan and the Brunswick Pension Plan for Salaried Employees if he had, in addition to his actual Years of Service, completed an additional 15 Years of Service with the Company. The Supplemental Benefit monthly benefit payable under this paragraph (i) in the form of a single life annuity for the life of the Executive commencing at his age 65 shall be calculated under Subsection 5.2(breduced (but not below zero) below and shall be paid in a lump sum within 30 business days after by the date of the Qualifying Termination of Employment. (b) The Supplemental Benefit shall be an amount equal tofollowing: (i) The the monthly amount of the total Social Security benefit payable to the Executive as a single lump sum amount under life annuity for the Pension Plans had life of the Executive (A) continued to be employed as an Executive of the Company during the Continuation Period, (B) received compensation equal to the amount described in Section 5.1(a) during the Continuation Period, (C) continued to receive matching contributions under the 401(k) Plan and DCAP through the Continuation Period commencing at the same rate as the Executive was receiving at the time of the Executive's termination of employment, and (D) been 100% vested in each of the Pension Planshis age 65; minusand (ii) The amount$15,369.10, calculated as which is the monthly amount of the date of the Qualifying Termination of Employment, of the single lump sum amount actually benefit payable to the Executive under the Pension PlansRetirement Plan of Xxxxxxx & Xxxxxxx and Affiliated Companies and the Excess Benefit Plan of Xxxxxxx & Xxxxxxx and Affiliated Companies (collectively, whether or not the Executive elects to receive his benefits under the Pension Plans "Predecessor Employer Plan"), based on its being paid in the form of a single lump sum amount. (c) For purposes life annuity for the life of determining the lump sum amount Executive commencing at his age 65). If the pension benefits are payable under to the Executive pursuant to this Section 5.2, paragraph (i) are paid in a form other than a single life annuity for the Executive's account under the Pension Plan and the SERP shall each be credited with interest at the interest rate in effect under such plan at the date life of the Executive's Qualifying Termination Executive commencing at his age 65, then such benefits shall be actuarially equivalent to the value of Employmentthe benefit determined in accordance with the foregoing provisions of this paragraph (i), and (ii) with the Executive's account under actuarial equivalency determined using the 401(k) Plan and the DCAP shall each be credited with interest at the interest rate actuarial assumptions in effect under the DCAP at Brunswick Pension Plan for Salaried Employees as of the date of commencement of such benefit payments. The Executive, by filing a written election with the Company not later than thirty days after the Executive's Qualifying Date of Termination, may elect to receive the benefits otherwise payable to him under the Supplemental Plan and this paragraph (i) in the form of an actuarially equivalent lump sum. Payments under this paragraph (i) shall be made (or shall commence if not in the form of a lump sum) on the 60th day after the Date of Termination of Employment(or the first business day occurring after such 60th day); provided that no such payment shall be made prior to such 60th day.

Supplemental Pension. (a) In the event of a Qualifying Termination of Employment, in lieu of accruing pension benefits under the Company's Pension Plan, the Company's 401(k) Plan (the "401(k) Plan"), the Company's Deferred Capital Accumulation Plan (the "DCAP"), the Company's Supplemental Retirement Plan (the "SERP"), and any other funded or unfunded pension plans now or hereafter maintained by the Company (collectively, the "Pension Plans") during the Continuation Period, the The Executive shall be entitled to receive an unfunded supplemental a pension benefit under in the form of a single life annuity commencing upon retirement at or after age 65 (subject to earlier commencement as provided in Section 9(e) below) equal to 50% of his Final Average Compensation offset by certain amounts as provided in Section 9(b) below. For purposes of this Agreement (Section 9, Final Average Compensation shall mean the "Supplemental Benefit")sum of the base salary and annual incentive award payments paid in respect of the three calendar years of the Executive's employment by the Company during the last five calendar years of such employment during which he received the highest level of such payments, divided by three. The Supplemental Benefit If the Executive's employment with the Company terminates prior to his completion of three calendar years of employment, his Final Average Compensation shall be based on the average of his complete calendar years of employment with the Company. If the Executive does not complete one calendar year of employment, his Final Average Compensation shall be calculated under Subsection 5.2(b) below by deeming his Base Salary for the year to be his Base Salary at the annualized rate in effect immediately prior to his termination of employment and shall by deeming his Annual Incentive Award for that year to be paid in a lump sum within 30 business days after the date of the Qualifying Termination of Employmentoriginal target Annual Incentive Award for that year. (b) The Supplemental Benefit annual annuity payment determined under Section 9(a) for any year shall be an amount equal to: offset by (i) The amount payable the greater of (A) $655,642 and (B) the actual pension benefits to be paid to the Executive as a single lump sum amount under the Pension Plans had the Executive (A) continued with respect to be employed as an Executive of the Company during the Continuation Period, (B) received compensation equal to the amount described in Section 5.1(a) during the Continuation Period, (C) continued to receive matching contributions under the 401(k) Plan and DCAP through the Continuation Period at the same rate as the Executive was receiving at the time of that year by the Executive's termination of employmentprior employers under their respective tax-qualified and non-tax-qualified defined benefit pension plans, and (D) been 100% vested in each of the Pension Plans; minus (ii) The amount, calculated as of the date of the Qualifying Termination of Employment, of the single lump sum amount actually payable any other pension benefits provided to the Executive under any other pension plan or pension arrangement except the Pension PlansAT&T Long-Term Savings Plan for Management Employees and the AT&T Senior Management Incentive Award Deferral Plan of the Company and (iii) any government-sponsored pension including Social Security retirement benefits. The supplemental pension benefits payable under this Section 9 shall be afforded the same post-employment "ad hoc" inflation adjustments, whether or not if any, as may from time to time be given to comparable former senior executives of the Executive elects to receive his Company receiving benefits under the Company's Management Pension Plans Plan. Payment of the pension benefit provided under this Section 9 shall be conditioned upon the Executive furnishing the Company promptly following retirement with written information regarding offsetting payments from prior employers and any government-sponsored pension and shall continue to be conditioned upon his promptly furnishing the Company with written information as to any changes in the form of a single lump sum amountsuch offsetting payments. (c) For purposes of In determining the lump sum amount payable of any offset under Section 9(b), such amount shall be calculated on an actuarially equivalent basis assuming the same frequency of payment and the same form of annuity as the pension benefit to be paid under this Section 5.29. (d) Except as otherwise provided in Section 12, (i) the Executive's account entitlement to the pension benefit under the Pension Plan and the SERP this Section 9 shall each be credited with interest vest at the interest rate of 20% on each of the first five anniversaries of the Effective Date, with the entitlement fully vested on the fifth anniversary. (e) Except as otherwise provided in effect under such plan at the date of this Section 9, the Executive's Qualifying Termination entitlements to the pension benefit under this Section 9, including without limitation methods of Employmentpayment, rights to elect lump sum payment or joint and (ii) survivor benefits, rights of survivors, claims procedures, actuarial assumptions, etc., shall be determined in accordance with the Executiveprovisions and practices of the Company's account under Management Pension Plan as then in effect; provided, however, that the 401(k) Executive shall be deemed to have satisfied any service-period requirement for eligibility for pre-retirement survivor annuity benefits and all other Plan purposes except for vesting and the DCAP determination of the amount of any early retirement benefit. In the event the Executive terminates employment so as to be entitled to a pension benefit under this Section 9(a) prior to age 65, the actual pension benefit payable to him under this Section 9 shall each be credited adjusted for early commencement in accordance with interest at the interest rate actuarial assumptions then in effect under the DCAP at the date of the ExecutiveCompany's Qualifying Termination of EmploymentManagement Pension Plan.