0000950162-06-000103 Sample Contracts

Letterhead of Engelhard Corporation]
Engelhard Corp • January 23rd, 2006 • Industrial inorganic chemicals

This letter is intended to update the Change in Control Agreement between you and Engelhard Corporation (the “Company”) dated ______ (the “Agreement”) to reflect changes in the Internal Revenue Code of 1986, as amended (the “Code”) applicable to deferred compensation and a change in the Company’s auditors.

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 23rd, 2006 • Engelhard Corp • Industrial inorganic chemicals • New York

Agreement, made this 21st day of January, 2006, by and between ENGELHARD CORPORATION, a Delaware corporation (the “Company”), and Edward T. Wolynic (the “Executive”).

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