March 13, 2002
Xxxxxx X. Xxxxxxxxx
Hartford, Connecticut
This letter (the "Letter") will clarify the intent of certain provisions of the
Change in Control Agreement (the "Agreement") dated November 6, 2000 and the
Severance Letter of Agreement (the "Contract") dated December 20, 2000.
It was not intended that the Executive be precluded from receiving the benefits
of the Agreement or the Contract if he or she elected to retire under the
Company's retirement plans, provided other change in control or severance
triggers had occurred.
We also want to clarify the intent of Section 4(a)(i)(D)(1) of the Agreement
which reads in part ". . . .and achieved the age that he/she would have achieved
at the end of such . . . . year period." In addition to computing the benefit
payable under the Agreement, this age modification will apply to the calculation
of any benefits that the Executive might receive under the Company's
Supplemental Executive Retirement Plan, including benefits which might otherwise
be payable under the Employee Pension Plan.
Xxxx X. Xxxxxxxx
Executive Vice President