CHUBB CORP
CHANGE IN CONTROL EMPLOYMENT AGREEMENT: FINNEGAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>y82435exv10w2.htm
<DESCRIPTION>CHANGE IN CONTROL EMPLOYMENT AGREEMENT: FINNEGAN
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<TITLE>CHANGE IN CONTROL EMPLOYMENT AGREEMENT: FINNEGAN</TITLE>
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<P align="right"><FONT size="2">Exhibit 10.2</FONT>

<P align="right"><FONT size="2">EXECUTION COPY</FONT>

<P align="center"><FONT size="2"><B>CHANGE IN CONTROL EMPLOYMENT AGREEMENT</B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AGREEMENT, dated as of the 21st day of January, 2003
(this &#147;Agreement&#148;), by
and between The Chubb Corporation (the &#147;Company&#148;), and John D. Finnegan (the
&#147;Executive&#148;).
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Board of Directors of the Company
(the &#147;Board&#148;), has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control
(as defined herein). The Board believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal uncertainties
and risks created by a pending or threatened Change in Control and to encourage
the Executive&#146;s full attention and dedication to the current Company and in the
event of any threatened or pending Change in Control, and to provide the
Executive with compensation and benefits arrangements upon a Change in Control
that ensure that the compensation and benefits expectations of the Executive
will be satisfied and that are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. Certain Definitions. </B>(a) &#147;Effective Date&#148; means the first
date during the Change in Control Period (as defined herein) on which a Change
in Control occurs. Notwithstanding anything in this Agreement to the contrary,
if a Change in Control occurs and if the Executive&#146;s employment with the
Company is terminated prior to the date on which the Change in Control occurs,
and if it is reasonably demonstrated by the Executive that such termination of
employment (1)&nbsp;was at the request of a third party that has taken steps
reasonably calculated to effect a Change in Control or (2)&nbsp;otherwise arose in
connection with or anticipation of a Change in Control, then &#147;Effective Date&#148;
means the date immediately prior to the date of such termination of employment.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) &#147;Change in Control Period&#148; means the period commencing on the date
hereof and ending on the third anniversary of the date hereof; <I>provided</I>,
<I>however</I>, that, commencing on the date one year after the date hereof, and on
each annual anniversary of such date (such date and each annual anniversary
thereof, the &#147;Renewal Date&#148;), unless previously terminated, the Change in
Control Period shall be automatically extended so as to terminate three years
from such Renewal Date, unless, at least 60&nbsp;days prior to the Renewal Date, the
Company shall give notice to the Executive that the Change in Control Period
shall not be so extended.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) &#147;Affiliated Company&#148; means any company controlled by, controlling or
under common control with the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) &#147;Change in Control&#148; means:
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;The acquisition by any individual, entity or group (within the meaning
of Section&nbsp;13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;)) (a &#147;Person&#148;) of beneficial ownership (within the
meaning of Rule&nbsp;13d-3 promulgated under the Exchange Act) of 20% or more of
either (A)&nbsp;the then-outstanding shares of common stock of the Company (the
&#147;Outstanding Company Common Stock&#148;) or (B)&nbsp;the combined voting
</FONT>

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<P align="left"><FONT size="2">power of the then-outstanding voting securities of the Company entitled to
vote generally in the election of directors (the &#147;Outstanding Company Voting
Securities&#148;); <I>provided</I>, <I>however</I>, that, for purposes of this Section&nbsp;1(d), the
following acquisitions shall not constitute a Change in Control: (i)&nbsp;any
acquisition directly from the Company, (ii)&nbsp;any acquisition by the Company,
(iii)&nbsp;any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any Affiliated Company or (iv)&nbsp;any acquisition
by any corporation pursuant to a transaction that complies with Sections
1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C);
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;Any time at which individuals who, as of the date hereof, constitute
the Board (the &#147;Incumbent Board&#148;) cease for any reason to constitute at least a
majority of the Board; <I>provided</I>, <I>however</I>, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company&#146;s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar corporate transaction involving the Company or any of
its subsidiaries, a sale or other disposition of all or substantially all of
the assets of the Company, or the acquisition of assets or stock of another
entity by the Company or any of its subsidiaries (each, a &#147;Business
Combination&#148;), in each case unless, following such Business Combination, (A)
all or substantially all of the individuals and entities that were the
beneficial owners of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation that, as a result of such
transaction, owns the Company or all or substantially all of the Company&#146;s
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (B)&nbsp;no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then-outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then-outstanding voting securities of such corporation, except to the extent
that such ownership existed prior to the Business Combination, and (C)&nbsp;at least
a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement or of the action of the
Board providing for such Business Combination; or
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;Approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.
<P align="center"><FONT size="2">2</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. Employment Period. </B>The Company hereby agrees to continue the
Executive in its employ, subject to the terms and conditions of this Agreement,
for the period commencing on the Effective Date and ending on the third
anniversary of the Effective Date (the &#147;Employment Period&#148;). The Employment
Period shall terminate upon the Executive&#146;s termination of employment for any
reason.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;3. Terms of Employment. </B>(a) <B>Position and Duties. </B>(1)&nbsp;During
the Employment Period, (A)&nbsp;the Executive&#146;s position (including status, offices,
officer and board positions, titles and reporting relationships), authority,
duties and responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and assigned at any
time during the 12-month period immediately preceding the Effective Date and
(B)&nbsp;the Executive&#146;s services shall be performed at the office where the
Executive was employed immediately preceding the Effective Date or at any other
location less than 35 miles from such office.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;During the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive agrees to
devote reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the
Executive&#146;s reasonable best efforts to perform faithfully and conscientiously
such responsibilities. During the Employment Period, it shall not be a
violation of this Agreement for the Executive to (A)&nbsp;serve on corporate, civic
or charitable boards or committees, provided, that, the Executive shall not
serve on any corporate boards (other than as provided in this Agreement) prior
to December&nbsp;1, 2003, (B)&nbsp;deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C)&nbsp;manage personal investments, so long
as such activities do not materially interfere with the performance of the
Executive&#146;s responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that, to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive&#146;s
responsibilities to the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <B>Compensation. </B>(1) <B>Base Salary. </B>During the Employment Period, the
Executive shall receive an annual base salary (the &#147;Annual Base Salary&#148;) at an
annual rate at least equal to 12 times the highest monthly base salary paid or
payable, including any base salary that has been earned but deferred, to the
Executive by the Company and the Affiliated Companies in respect of the
12-month period immediately preceding the month in which the Effective Date
occurs. The Annual Base Salary shall be paid at such intervals as the Company
pays executive salaries generally. During the Employment Period, the Annual
Base Salary shall be reviewed at least annually for increase (but not
decrease), beginning no more than 12&nbsp;months after the last salary increase
awarded to the Executive prior to the Effective Date. Any increase in the
Annual Base Salary shall not serve to limit or reduce any other obligation to
the Executive under this Agreement. The Annual Base Salary shall not be
reduced after any such increase and the term &#147;Annual Base Salary&#148; shall refer
to the Annual Base Salary as so increased.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) <B>Annual Bonus. </B>In addition to the Annual Base Salary, the Executive
shall be awarded, for each fiscal year ending during the Employment Period, an
annual bonus (the
</FONT>

<P align="center"><FONT size="2">3</FONT>
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<P align="left"><FONT size="2">&#147;Annual Bonus&#148;) in cash at least equal to the Executive&#146;s highest bonus
earned (and disregarding any amounts deferred either by the Company or by the
Executive) under the Company&#146;s Annual Incentive Compensation Plan, or any
comparable bonus under any predecessor or successor plan, for the last three
full fiscal years prior to the Effective Date (or for such lesser number of
full fiscal years prior to the Effective Date for which the Executive was
eligible to earn such a bonus, and annualized in the case of any bonus earned
for a partial fiscal year) (the &#147;Recent Annual Bonus&#148;). (If the Executive has
not been eligible to earn such a bonus for any period prior to the Effective
Date, the &#147;Recent Annual Bonus&#148; shall mean the Executive&#146;s target annual bonus
for the year in which the Effective Date occurs.) Each such Annual Bonus shall
be paid no later than the end of the third month of the fiscal year next
following the fiscal year for which the Annual Bonus is awarded, unless the
Executive shall elect to defer the receipt of such Annual Bonus.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) <B>Incentive, Savings and Retirement Plans. </B>During the Employment
Period, the Executive shall be entitled to participate in all cash incentive
and equity incentive, plans, practices, policies, and programs applicable
generally to other peer executives of the Company and the Affiliated Companies,
but in no event shall such plans, practices, policies and programs provide the
Executive with incentive opportunities (measured with respect to both regular
and special incentive opportunities, to the extent, if any, that such
distinction is applicable, but excluding for this purpose any such
opportunities set forth in Sections&nbsp;3(b)(iii), 3(b)(iv), 3(b)(v), 3(b)(vi),
3(b)(vii) and 3(b)(viii) of the Employment Agreement by and between the Company
and the Executive effective as of the 1st day of December, 2002 (the
&#147;Employment Agreement&#148;)), less favorable, in the aggregate, than the most
favorable of those provided by the Company and the Affiliated Companies for the
Executive under such plans, practices, policies and programs as in effect at
any time during the 12-month period immediately preceding the Effective Date
or, if more favorable to the Executive, those provided generally at any time
after the Effective Date to other peer executives of the Company and the
Affiliated Companies. Without limiting the generality of the foregoing, in the
event that the Executive has not received the benefits under Sections&nbsp;3(b)(iv)
and 3(b)(viii) of the Employment Agreement as of the Effective Date, the
Executive shall receive the benefits described therein at such time and on such
terms as are provided therein.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4) <B>Retirement Benefits</B>.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) <B>General</B>. During the Employment Period, the Executive shall
be entitled to participate in all savings and retirement plans,
practices, policies, and programs applicable generally to other
peer executives of the Company and the Affiliated Companies, but in
no event shall such plans, practices, policies and programs provide
the Executive with savings opportunities and retirement benefit
opportunities, in each case, less favorable, in the aggregate, than
the most favorable of those provided by the Company and the
Affiliated Companies for the Executive under such plans, practices,
policies and programs as in effect at any time during the 12-month
period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any time
after the Effective Date to other peer executives of the Company
and the Affiliated Companies. In addition, the Executive shall
receive a Pension SERP, CCAP SERP and ESOP SERP, as described
herein and shall be a participant in any qualified or nonqualified
retirement plans maintained by the Company, including but not
limited to the</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">4</FONT>
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Pension Plan, the Pension Excess Plan, the Chubb Capital
Accumulation Plan (&#147;CCAP&#148;), the Excess CCAP, the Employee Stock
Ownership Plan (&#147;ESOP&#148;), and the Excess ESOP, in each case, as
amended from time to time, in accordance with the eligibility
conditions set forth in each such plan.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) <B>Pension SERP</B>. The Executive shall be entitled to an
annual supplemental pension benefit from the Company equal to 6% of
the Executive&#146;s &#147;Final Average Compensation&#148; (as defined below) for
each full year (with fractional credit for partial years) that the
Executive serves as an employee of the Company, up to a maximum of
60% of the Executive&#146;s Final Average Compensation. This annual
benefit shall be reduced by (1)&nbsp;any amounts payable to the
Executive under the Pension Plan and the Pension Excess Plan or any
other additional, successor or replacement pension plan of the
Company, (2)&nbsp;any pension benefits payable to the Executive by the
entity that employed the Executive as of November&nbsp;3, 2002 or any of
its affiliates, and (3)&nbsp;the Executive&#146;s primary Social Security
benefit as determined by the Company. For purposes of determining
the discount (if any) for early commencement of payments, the
column in Table I of Section&nbsp;3.2 of the Pension Plan under the
heading &#147;At Least 25 Years&#148; shall be applied to the gross SERP
benefit prior to the application of any offsets. For purposes of
determining Pension SERP benefits payable in the form of a joint
and survivor annuity, the factors contained in Table A
(&#147;Subsidized&#148;) of the Pension Plan shall be used. &#147;Final Average
Compensation&#148; shall mean the annualized average of the Executive&#146;s
&#147;SERP Compensation&#148; (as hereinafter defined) during the
highest-paid five calendar years out of the last ten calendar years
of the Executive&#146;s employment with the Company, or the final 60
months of the Executive&#146;s employment with the Company if higher.
&#147;SERP Compensation&#148; shall mean the sum of (x)&nbsp;the Executive&#146;s
Annual Base Salary paid under Section&nbsp;3(b)(1), (y)&nbsp;Annual Bonus
paid under Section&nbsp;3(b)(2) and (z)&nbsp;profit-sharing payments made
under the Profit Sharing Plan, disregarding in each case any amount
deferred for any reason. The Pension SERP benefit shall be payable
in accordance with the payment option elected by the Executive, in
accordance with the election procedures set forth in the Pension
Excess Plan. Except as specifically provided in this Agreement,
the other terms and conditions of the Pension SERP shall be
governed by the terms of the Pension Excess Plan as if the benefits
under the Pension SERP were paid from the Pension Excess Plan.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) <B>CCAP SERP</B>. The Executive shall be entitled to a lump sum
benefit, within 30&nbsp;days after the Date of Termination (as defined
in Section&nbsp;4(e)), equal to (a)&nbsp;the amount of the Company matching
contribution that would have been credited to the Executive under
the CCAP and Excess CCAP if the Executive were eligible to receive
such matching contributions during the period from December&nbsp;1, 2002
until the date that the Executive first becomes eligible to receive
Company matching contributions under the CCAP and Excess CCAP,
accumulated with interest at the rate of five percent per year for
the period beginning on the date the Executive would have been
credited for such amount under the CCAP and Excess CCAP and ending
on the Date of Termination, plus (b)&nbsp;the amount, if any, that the
Executive forfeits under the CCAP and Excess CCAP as</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">5</FONT>
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the result of a termination of his employment (other than as
described in clause (E)&nbsp;below) prior to his becoming 100% vested in
the benefits payable under such plans, plus (c)&nbsp;an additional
amount (if any) representing the benefits that the Executive would
have received, accumulated with interest at the rate of five
percent per year for the period beginning on the date the Executive
would have accrued the benefit and ending on the Date of
Termination, had, for all purposes of determining the Executive&#146;s
benefits under the CCAP and Excess CCAP, the Executive been deemed
to have 27&nbsp;years of service with the Company as of December&nbsp;1,
2002, provided that the payments in this clause (c)&nbsp;shall not be
duplicative of the payments in clauses (a)&nbsp;and (b)&nbsp;above.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D) <B>ESOP SERP</B>. The Executive shall be entitled to a lump sum
benefit, within 30&nbsp;days after the Date of Termination, equal to (a)
the amount of money that would have been credited to the Executive
under the ESOP and Excess ESOP if the Executive were eligible for
those plans, during the period from December&nbsp;1, 2002 until the date
that the Executive first becomes eligible to join the ESOP and
Excess ESOP, accumulated with interest at the rate of five percent
per year for the period beginning on the date the Executive would
have been credited for such amount under the ESOP and Excess ESOP
and ending on the Date of Termination, plus (b)&nbsp;the amount, if any,
that the Executive forfeits under the ESOP and Excess ESOP as the
result of a termination of his employment (other than as described
in clause (E)&nbsp;below) prior to his becoming 100% vested in the
benefits payable under such plans, plus (c)&nbsp;an additional amount
(if any) representing the benefits that the Executive would have
received, accumulated with interest at the rate of five percent per
year for the period beginning on the date the Executive would have
accrued the benefit and ending on the Date of Termination, had, for
all purposes of determining the Executive&#146;s benefits under the ESOP
and Excess ESOP, the Executive been deemed to have 27&nbsp;years of
service with the Company as of December&nbsp;1, 2002 (other than for
purposes of determining the Executive&#146;s eligibility to diversify
his ESOP and Excess ESOP accounts), provided that the payments in
this clause (c)&nbsp;shall not be duplicative of the payments in clauses
(a)&nbsp;and (b)&nbsp;above.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(E) <B>Certain Terminations Prior to December&nbsp;1, 2005</B>. In the
event that, prior to December&nbsp;1, 2005, the Executive (i)&nbsp;resigns
without Good Reason (as defined in Section&nbsp;4(c)) or (ii)&nbsp;is
terminated for Cause (as defined in Section&nbsp;4(b)), the Executive
shall not be entitled to receive any of the Pension SERP, CCAP SERP
and ESOP SERP, as described above, and the Company shall not be
obligated to pay such benefits to the Executive.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5) <B>Welfare Benefit Plans. </B>During the Employment Period, the Executive
and/or the Executive&#146;s family, as the case may be, shall be eligible for
participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and the Affiliated
Companies (including, without limitation, medical, prescription, dental,
vision, disability, employee life, group life, accidental death and travel
accident insurance plans and programs) to the extent applicable generally to
other peer executives of the Company and the Affiliated Companies, but in no
event shall such plans, practices, policies and programs
</FONT>

<P align="center"><FONT size="2">6</FONT>
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<P align="left"><FONT size="2">provide the Executive with benefits that are less favorable, in the
aggregate, than the most favorable of such plans, practices, policies and
programs in effect for the Executive at any time during the 12-month period
immediately preceding the Effective Date or, if more favorable to the
Executive, those provided generally at any time after the Effective Date to
other peer executives of the Company and the Affiliated Companies, provided,
that during the Employment Period, the Executive shall be entitled to receive
death benefits under group life plans or supplemental plans with a benefit of
no less than five times the Executive&#146;s current Annual Base Salary. In
addition, following the Executive&#146;s retirement or any termination of his
employment, the Executive shall be entitled to retiree health benefits pursuant
to the retiree health plans, practices, programs and policies of the Company
(or under programs providing the same benefits), and for purposes of
determining the amount of the Executive&#146;s contributions and benefits under such
plans, practices, programs and policies, the Executive shall be considered to
have 27&nbsp;years of service with the Company as of December&nbsp;1, 2002 (and shall be
considered to have been hired before January&nbsp;1, 1999 for purposes of
determining his eligibility for Company-subsidized benefits) (the &#147;Executive&#146;s
Retiree Health Benefits&#148;), provided, that the Executive shall not be entitled
to the Executive&#146;s Retiree Health Benefits in the event that prior to December
1, 2005 (i)&nbsp;the Executive resigns without Good Reason (as defined below) or
(ii)&nbsp;is terminated for Cause (as defined below).
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6) <B>Expenses. </B>During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in accordance with the most favorable policies, practices and
procedures of the Company and the Affiliated Companies in effect for the
Executive at any time during the 12-month period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally
at any time thereafter with respect to other peer executives of the Company and
the Affiliated Companies.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7) <B>Fringe/Other Benefits. </B>During the Employment Period, the Executive
shall be entitled to fringe benefits, including, without limitation,
appropriate use of Company aircraft (for business travel only); long-term
disability benefits as provided to other senior executives, but with an annual
benefit of not less than 60% of the Executive&#146;s current Annual Base Salary; for
Executive&#146;s automobile benefit, use of a Company-provided car and driver (for
business use only and in lieu of any car stipend); club dues and membership
(including initiation fees) at one country club; annual financial counseling as
provided to other senior executives, in accordance with the most favorable
plans, practices, programs and policies of the Company and the Affiliated
Companies in effect for the Executive at any time during the 12-month period
immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and the Affiliated Companies. The Executive
shall also participate in the Company&#146;s Profit Sharing Plan, and for all
purposes of such plan, shall be considered to have 27&nbsp;years of service with the
Company as of December&nbsp;1, 2002, provided, that the Executive shall not be
entitled to receive any benefits under such plan in the event that prior to
December&nbsp;1, 2005 (i)&nbsp;the Executive resigns without Good Reason or (ii)&nbsp;is
terminated for Cause.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(8) <B>Office and Support Staff. </B>During the Employment Period, the Executive
shall be entitled to an office or offices of a size and with furnishings and
other appointments, and to exclusive personal secretarial and other assistance,
at least equal to the most favorable of the foregoing provided to the Executive
by the Company and the Affiliated Companies at any time
<P align="center"><FONT size="2">7</FONT>
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</FONT>

<P align="left"><FONT size="2">during the 12-month period immediately preceding the Effective Date or, if
more favorable to the Executive, as provided generally at any time thereafter
with respect to other peer executives of the Company and the Affiliated
Companies.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(9) <B>Vacation. </B>During the Employment Period, the Executive shall be
entitled to paid vacation in accordance with the most favorable plans,
policies, programs and practices of the Company and the Affiliated Companies as
in effect for the Executive at any time during the 12-month period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer executives
of the Company and the Affiliated Companies, provided that for purposes of
determining the Executive&#146;s vacation benefits, the Executive shall be
considered to have 27&nbsp;years of service with the Company as of December&nbsp;1, 2002.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. Termination of Employment. </B>(a) <B>Death or Disability. </B>The
Executive&#146;s employment shall terminate automatically if the Executive dies
during the Employment Period. If the Company determines in good faith that the
Disability (as defined herein) of the Executive has occurred during the
Employment Period (pursuant to the definition of &#147;Disability&#148;), it may give to
the Executive written notice in accordance with Section&nbsp;11(b) of its intention
to terminate the Executive&#146;s employment. In such event, the Executive&#146;s
employment with the Company shall terminate effective on the 30th day after
receipt of such notice by the Executive (the &#147;Disability Effective Date&#148;),
<I>provided </I>that, within the 30&nbsp;days after such receipt, the Executive shall not
have returned to full-time performance of the Executive&#146;s duties. For purposes
of this Agreement, &#147;Disability&#148; shall mean the inability of the Executive to
perform his duties with the Company on a full-time basis for six consecutive
months as a result of incapacity due to mental or physical illness which is
determined to be total and permanent by a licensed physician mutually selected
by (i)&nbsp;the Company or its insurers and (ii)&nbsp;the Executive or the Executive&#146;s
legal representative. If the parties cannot agree on a licensed physician,
each party shall select a licensed physician and the two physicians shall
select a third who shall be the approved licensed physician for this purpose.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <B>Cause. </B>The Company may terminate the Executive&#146;s employment during
the Employment Period for Cause. &#147;Cause&#148; means:
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;The Executive&#146;s willful and continued failure to substantially
perform the Executive&#146;s duties (as contemplated by Section&nbsp;3(a)(1)(A))
with the Company or any Affiliated Company (other than any such failure
resulting from incapacity due to physical or mental illness or following
the Executive&#146;s delivery of a Notice of Termination for Good Reason),
which failure has continued after a written demand for substantial
performance, signed by a duly authorized member of the Board, is
delivered to the Executive, specifying the manner in which the Executive
has failed to substantially perform, or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;the Executive&#146;s willful engaging in gross misconduct in
connection with his position as an officer or director with the Company
or any of the Affiliated Companies that is materially and demonstrably
injurious to the Company, or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;the Executive&#146;s conviction of, or plea of guilty or <I>nolo
contendere </I>to, a felony.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">8</FONT>
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<P align="left"><FONT size="2">For purposes of this Section&nbsp;4(b), no act, or failure to act, on the part of
the Executive shall be considered &#147;willful&#148; unless it is done, or omitted to be
done, by the Executive in bad faith and without reasonable belief that the
Executive&#146;s action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board or based upon the lawful and reasonable directives of
the Board or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith or in the best interests of the Company. The cessation of
employment of the Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the
entire membership of the Board (excluding the Executive, if the Executive is a
member of the Board) at a meeting of the Board called and held for such purpose
(after reasonable notice is provided to the Executive and the Executive is
given an opportunity, together with counsel for the Executive, to be heard
before the Board), finding that, in the good faith opinion of the Board, the
Executive is guilty of the conduct described in Section&nbsp;4(b)(1), 4(b)(2) or
4(b)(3), and specifying the particulars thereof in detail.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <B>Good Reason. </B>The Executive&#146;s employment may be terminated by the
Executive for Good Reason or by the Executive voluntarily without Good Reason.
&#147;Good Reason&#148; means:
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;the assignment to the Executive of any duties inconsistent in
any respect with the Executive&#146;s position (including status, offices,
titles and reporting relationships), authority, duties or
responsibilities as contemplated by Section&nbsp;3(a), or any other diminution
in such position, authority, duties or responsibilities (whether or not
occurring solely as a result of the Company&#146;s ceasing to be a publicly
traded entity), excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and that is remedied by the
Company promptly after receipt of notice thereof given by the Executive;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;any failure by the Company to comply with any of the provisions
of Section&nbsp;3(b), other than an isolated, insubstantial and inadvertent
failure not occurring in bad faith and that is remedied by the Company
promptly after receipt of notice thereof given by the Executive;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;the Company&#146;s requiring the Executive (i)&nbsp;to be based at any
office or location other than as provided in Section&nbsp;3(a)(1)(B), (ii)&nbsp;to
be based at a location other than the principal executive offices of the
Company if the Executive was employed at such location at any time during
the 30-day period immediately preceding the Effective Date, or (iii)&nbsp;to
travel on Company business to a substantially greater extent than
required during the 12-month period immediately prior to the Effective
Date;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;the removal of the Executive as a member of the Board, or the
failure of the Executive to be reelected as a member of the Board;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;any purported termination by the Company of the Executive&#146;s
employment otherwise than as expressly permitted by this Agreement; or</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">9</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;any failure by the Company to comply with and satisfy Section
10(c).</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">For purposes of this Section&nbsp;4(c), any good faith determination of Good Reason
made by the Executive shall be conclusive. The Executive&#146;s mental or physical
incapacity following the occurrence of an event described above in clauses (1)
through (6)&nbsp;shall not affect the Executive&#146;s ability to terminate employment
for Good Reason.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <B>Notice of Termination. </B>Any termination by the Company for Cause, or
by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section&nbsp;11(b).
&#147;Notice of Termination&#148; means a written notice that (1)&nbsp;indicates the specific
termination provision in this Agreement relied upon, (2)&nbsp;to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive&#146;s employment under the
provision so indicated, and (3)&nbsp;if the Date of Termination (as defined herein)
is other than the date of receipt of such notice, specifies the Date of
Termination (which Date of Termination shall be not more than 30&nbsp;days after the
giving of such notice). The failure by the Executive or the Company to set
forth in the Notice of Termination any fact or circumstance that contributes to
a showing of Good Reason or Cause shall not waive any right of the Executive or
the Company, respectively, hereunder or preclude the Executive or the Company,
respectively, from asserting such fact or circumstance in enforcing the
Executive&#146;s or the Company&#146;s respective rights hereunder.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <B>Date of Termination. </B>&#147;Date of Termination&#148; means (1)&nbsp;if the
Executive&#146;s employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified in the Notice of Termination, (which date shall not be
more than 30&nbsp;days after the giving of such notice), as the case may be, (2)&nbsp;if
the Executive&#146;s employment is terminated by the Company other than for Cause or
Disability, the date on which the Company notifies the Executive of such
termination, and (3)&nbsp;if the Executive resigns without Good Reason, the date on
which the Executive notifies the Company of such termination, and (4)&nbsp;if the
Executive&#146;s employment is terminated by reason of death or Disability, the date
of death of the Executive or the Disability Effective Date, as the case may be.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. Obligations of the Company upon Termination. (a)&nbsp;Good Reason;
Other Than for Cause, Death or Disability. </B>If, during the Employment Period,
the Company terminates the Executive&#146;s employment other than for Cause or
Disability or the Executive terminates employment for Good Reason:
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;the Company shall pay to the Executive, in a lump sum in cash
within 30&nbsp;days after the Date of Termination (except as specifically
provided in Section&nbsp;5(a)(1)(A)(iii)), the aggregate of the following
amounts:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;the sum of: (i)&nbsp;the Executive&#146;s Annual Base Salary
through the Date of Termination; (ii)&nbsp;the Executive&#146;s business
expenses that are reimbursable pursuant to Section&nbsp;3(b)(6) but have
not been reimbursed by the Company as of the Date of Termination;
(iii)&nbsp;the Executive&#146;s Annual Bonus for the fiscal year immediately
preceding the fiscal year in which the Date of Termination occurs
if such bonus has been determined but not paid as of the Date of
Termination (at the</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">10</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2"><FONT size="2">&nbsp;</FONT></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">time such Annual Bonus would otherwise have been paid); (iv)
the product of (x)&nbsp;the higher of (I)&nbsp;the Recent Annual Bonus or
(II)&nbsp;the Annual Bonus paid or payable, including any bonus or
portion thereof that has been earned but deferred (and annualized
for any fiscal year consisting of less than 12 full months or
during which the Executive was employed for less than 12 full
months), for the most recently completed fiscal year during the
Employment Period, if any (such higher amount, the &#147;Highest Annual
Bonus&#148;) and (y)&nbsp;a fraction, the numerator of which is the number of
days in the current fiscal year through the Date of Termination and
the denominator of which is 365, <I>provided </I>that any amount payable
under this clause (iv)&nbsp;shall be reduced (but not below zero) by any
pro rata bonus paid to the Executive under the Annual Incentive
Compensation Plan with respect to the year in which the Date of
Termination occurs; and (v)&nbsp;any accrued vacation pay, in each case,
to the extent not theretofore paid (the sum of the amounts
described in subclauses (i), (ii)&nbsp;and (iii), the &#147;Accrued
Obligations&#148;);</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;the amount equal to the product of (i)&nbsp;three and (ii)&nbsp;the
sum of (x)&nbsp;the Executive&#146;s Annual Base Salary and (y)&nbsp;the Highest
Annual Bonus; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;the Executive shall be treated for purposes of accrual of
benefits (age and service) under the SERP, as if the Executive had
remained an active employee of the Company following the Date of
Termination for three years, provided that, for purposes of this
Section&nbsp;5(a)(1)(C) only, in the event that the Date of Termination
occurs on or prior to June&nbsp;1, 2005 (as defined in Section&nbsp;1 of the
Employment Agreement), the Executive&#146;s aggregate number of years of
service under the SERP shall be no less than five years, and if the
Date of Termination occurs in 2003 or in 2004, but prior to the
determination of the Executive&#146;s Annual Bonus for 2003, the
Executive&#146;s compensation for purposes of determining the
Executive&#146;s &#147;Final Average Compensation&#148; under the SERP shall
include $1,500,000 as the Annual Bonus with respect to year 2003;</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;for three years after the Executive&#146;s Date of Termination, or
such longer period as may be provided by the terms of the appropriate
plan, program, practice or policy (the &#147;Continuation Period&#148;), the
Company shall continue benefits to the Executive and/or the Executive&#146;s
family at least equal to those that would have been provided to them in
accordance with the plans, programs, practices and policies described in
Section&nbsp;3(b)(5) if the Executive&#146;s employment had not been terminated or,
if more favorable to the Executive, as in effect generally at any time
thereafter with respect to other peer executives of the Company and the
Affiliated Companies and their families; <I>provided</I>, <I>however</I>, that, if the
Executive becomes reemployed with another employer and is eligible to
receive such benefits under another employer provided plan, the medical
and other welfare benefits described herein shall not be provided by the
Company, during such applicable period of eligibility. Following the
Continuation Period, the Executive shall be entitled to the Executive&#146;s
Retiree Health Benefits;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;any stock options, restricted stock, performance shares and any
other stock-based long-term incentive compensation award held by the
Executive (whether granted under this Agreement or otherwise) shall vest
immediately (with option exercisability continuing until the first to occur of the fifth anniversary
of the Date of Termination or the end of the scheduled option term);</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">11</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;the Company shall, at its sole expense as incurred, provide the
Executive with outplacement services the scope and provider of which
shall be selected by the Executive in the Executive&#146;s sole discretion,
<I>provided </I>that the cost of such outplacement shall not exceed $100,000;
and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;to the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Executive any Other Benefits (as
defined in Section&nbsp;6).</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">The Parties agree that any amounts due under this Section&nbsp;5(a) are in the
nature of severance payments considered to be reasonable by the Company and are
not in the nature of a penalty.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <B>Death. </B>If the Executive&#146;s employment is terminated by reason of the
Executive&#146;s death during the Employment Period, the Company shall provide the
Executive&#146;s estate or beneficiaries with the Accrued Obligations and the timely
payment or delivery of the Other Benefits, and shall have no other severance
obligations under this Agreement. The Accrued Obligations shall be paid to the
Executive&#146;s estate or beneficiary, as applicable, in a lump sum in cash within
30&nbsp;days of the Date of Termination. With respect to the provision of the Other
Benefits, the term &#147;Other Benefits&#148; as utilized in this Section&nbsp;5(b) shall
include, without limitation, and the Executive&#146;s estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company and the Affiliated Companies to the estates
and beneficiaries of peer executives of the Company and the Affiliated
Companies under such plans, programs, practices and policies relating to death
benefits, if any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 12-month period immediately preceding the
Effective Date or, if more favorable to the Executive&#146;s estate and/or the
Executive&#146;s beneficiaries, as in effect on the date of the Executive&#146;s death
with respect to other peer executives of the Company and the Affiliated
Companies and their beneficiaries; provided, however, that the term &#147;Other
Benefits&#148; as used in this Section&nbsp;5(b) shall also include the Executive&#146;s
Retiree Health Benefits.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <B>Disability. </B>If the Executive&#146;s employment is terminated by reason of
the Executive&#146;s Disability during the Employment Period, the Company shall
provide the Executive with the Accrued Obligations and the timely payment or
delivery of the Other Benefits, and shall have no other severance obligations
under this Agreement. The Accrued Obligations shall be paid to the Executive
in a lump sum in cash within 30&nbsp;days of the Date of Termination. With respect
to the provision of the Other Benefits, the term &#147;Other Benefits&#148; as utilized
in this Section&nbsp;6(c) shall include, and the Executive shall be entitled after
the Disability Effective Date to receive, disability and other benefits at
least equal to the most favorable of those generally provided by the Company
and the Affiliated Companies to disabled executives and/or their families in
accordance with such plans, programs, practices and policies relating to
disability, if any, as in effect generally with respect to other peer
executives and their families at any time during the 12-month period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive&#146;s family, as in effect at any time thereafter generally
with respect to other peer executives of the Company and the Affiliated
Companies and their families provided, however, that the term &#147;Other Benefits&#148;
as used in this Section&nbsp;5(c) shall also include (i)&nbsp;an annual
disability benefit of not less than 60% of the Executive&#146;s Annual Base
Salary and (ii)&nbsp;the Executive&#146;s Retiree Health Benefits.
</FONT>

<P align="center"><FONT size="2">12</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <B>Cause; Other Than for Good Reason. </B>If the Executive&#146;s employment is
terminated for Cause during the Employment Period, the Company shall provide to
the Executive (1)&nbsp;the Executive&#146;s Annual Base Salary through the Date of
Termination, (2)&nbsp;the Executive&#146;s business expenses that are reimbursable
pursuant to Section&nbsp;3(b)(6) but have not been reimbursed by the Company as of
the Date of Termination, and (3)&nbsp;the Other Benefits, in each case, to the
extent theretofore unpaid, and shall have no other severance obligations under
this Agreement. If the Executive voluntarily terminates employment during the
Employment Period, excluding a termination for Good Reason, the Company shall
provide to the Executive the Accrued Obligations and the timely payment or
delivery of the Other Benefits, and shall have no other severance obligations
under this Agreement. In such case, all the Accrued Obligations shall be paid
to the Executive in a lump sum in cash within 30&nbsp;days of the Date of
Termination.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;6. Non-exclusivity of Rights. </B>Nothing in this Agreement shall
prevent or limit the Executive&#146;s continuing or future participation in any
plan, program, policy or practice provided by the Company or the Affiliated
Companies and for which the Executive may qualify, nor, subject to Section
11(f), shall anything herein limit or otherwise affect such rights as the
Executive may have under any other contract or agreement with the Company or
the Affiliated Companies. Amounts that are vested benefits or that the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any other contract or agreement with the Company or the
Affiliated Companies at or subsequent to the Date of Termination (&#147;Other
Benefits&#148;) shall be payable in accordance with such plan, policy, practice or
program or contract or agreement, except as explicitly modified by this
Agreement. Notwithstanding the foregoing, if the Executive receives payments
and benefits pursuant to Section&nbsp;5(a) of this Agreement, the Executive shall
not be entitled to any severance pay or benefits under any severance plan,
program or policy of the Company and the Affiliated Companies, unless otherwise
specifically provided therein in a specific reference to this Agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7. Full Settlement. </B>The Company&#146;s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense, or other claim, right or action that the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement, and
such amounts shall not be reduced whether or not the Executive obtains other
employment. The Company agrees to pay as incurred (within 10&nbsp;days following
the Company&#146;s receipt of an invoice from the Executive), to the full extent
permitted by law, all legal fees and expenses that the Executive may reasonably
incur as a result of any contest (regardless of the outcome thereof) by the
Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the Executive
about the amount of any payment pursuant to this Agreement), plus, in each
case, interest on any delayed payment at the applicable federal rate provided
for in Section&nbsp;7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended
(the &#147;Code&#148;).
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;8. Certain Additional Payments by the Company.</B>
<P align="center"><FONT size="2">13</FONT>
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</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Anything in this Agreement to the contrary notwithstanding, at all
times during the Change in Control Period and at all times after the Change in
Control Period, in the event it shall be determined that any Payment (as
defined below) would be subject to the Excise Tax (as defined below), then the
Executive shall be entitled to receive an additional payment (the &#147;Gross-Up
Payment&#148;) in an amount such that, after payment by the Executive of all taxes
(and any interest or penalties imposed with respect to such taxes), including,
without limitation, any income and employment taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments. The Company&#146;s obligation to make
Gross-Up Payments under this Section&nbsp;8 shall not be conditioned upon the
Executive&#146;s termination of employment.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Subject to the provisions of Section&nbsp;8(c), all determinations required
to be made under this Section&nbsp;8, including whether and when a Gross-Up Payment
is required, the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by a nationally
recognized certified public accounting firm selected by the Company and
approved by the Executive, with such approval not being unreasonably withheld
(the &#147;Accounting Firm&#148;). The Accounting Firm shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days of
the receipt of notice from the Executive that there has been a Payment or such
earlier time as is requested by the Company. All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section&nbsp;8, shall be paid by the Company to the
Executive within 5&nbsp;days of the receipt of the Accounting Firm&#146;s determination.
Any determination by the Accounting Firm shall be binding upon the Company and
the Executive. As a result of the uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Accounting
Firm hereunder, it is possible that Gross-Up Payments that will not have been
made by the Company should have been made (the &#147;Underpayment&#148;), consistent with
the calculations required to be made hereunder. In the event the Company
exhausts its remedies pursuant to Section&nbsp;8(c) and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable, but no later than 10 business days after the Executive is informed
in writing of such claim. The Executive shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be paid.
The Executive shall not pay such claim prior to the expiration of the 30-day
period following the date on which the Executive gives such notice to the
Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Company notifies the Executive in
writing prior to the expiration of such period that the Company desires to
contest such claim, the Executive shall:
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;give the Company any information reasonably requested by the
Company relating to such claim,</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">14</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such
claim by an attorney reasonably selected by the Company,</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;cooperate with the Company in good faith in order effectively to
contest such claim, and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;permit the Company to participate in any proceedings relating to
such claim;</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><I>provided</I>, <I>however</I>, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest, and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax and income and employment tax (including
interest and penalties) imposed as a result of such representation and payment
of costs and expenses. Without limitation on the foregoing provisions of this
Section&nbsp;8(c), the Company shall control all proceedings taken in connection
with such contest, and, at its sole discretion, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the
applicable taxing authority in respect of such claim and may, at its sole
discretion, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; <I>provided</I>, <I>however</I>, that, if the Company
directs the Executive to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to the Executive, on an interest-free basis,
and shall indemnify and hold the Executive harmless, on an after-tax basis,
from any Excise Tax and income and employment tax (including interest or
penalties) imposed with respect to such advance or with respect to any imputed
income in connection with such advance; and <I>provided</I>, <I>further</I>, that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the
Company&#146;s control of the contest shall be limited to issues with respect to
which the Gross-Up Payment would be payable hereunder, and the Executive shall
be entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If, after the receipt by the Executive of a Gross-Up Payment or an
amount advanced by the Company pursuant to Section&nbsp;8(c), the Executive becomes
entitled to receive any refund with respect to the Excise Tax to which such
Gross-Up Payment relates or with respect to such claim, the Executive shall
(subject to the Company&#146;s complying with the requirements of Section&nbsp;8(c), if
applicable) promptly pay to the Company the amount of such refund (together
with any interest paid or credited thereon after taxes applicable thereto).
If, after the receipt by the Executive of an amount advanced by the Company
pursuant to Section&nbsp;8(c), a determination is made that the Executive shall not
be entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of 30&nbsp;days after such determination, then such advance
shall be forgiven and shall not be required to be repaid and the amount of such
advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.
</FONT>

<P align="center"><FONT size="2">15</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Notwithstanding any other provision of this Section&nbsp;8, the Company
may, in its sole discretion, withhold and pay over to the Internal Revenue
Service or any other applicable taxing authority, for the benefit of the
Executive, all or any portion of any Gross-Up Payment, and the Executive hereby
consents to such withholding.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Definitions. The following terms shall have the following meanings
for purposes of this Section&nbsp;8.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) &#147;Excise Tax&#148; shall mean the excise tax imposed by Section&nbsp;4999 of the
Code, together with any interest or penalties imposed with respect to such
excise tax.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;A &#147;Payment&#148; shall mean any payment or distribution in the nature of
compensation (within the meaning of Section<BR>280G(b)(2) of the Code) by the
Affiliated Companies to or for the benefit of the Executive, whether paid or
payable pursuant to this Agreement or otherwise.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;9. Covenants</B>.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Confidential Information. The Executive shall hold in a fiduciary
capacity for benefit of the Affiliated Companies, all secret or confidential
information, knowledge or data relating to the Affiliated Companies and its
businesses (including, without limitation, any proprietary and not publicly
available information concerning any processes, methods, trade secrets,
research or secret data, costs, names of users or purchasers of their
respective products or services, business methods, operating procedures or
programs or methods of promotion and sale) that the Executive has obtained or
obtains during the Executive&#146;s employment by the Affiliated Companies that is
not public knowledge (other than as a result of the Executive&#146;s violation of
this Section&nbsp;9(a)) (&#147;Confidential Information&#148;). For the purposes of this
Section&nbsp;9(a), information shall not be deemed to be publicly available merely
because it is embraced by general disclosures or because individual features or
combinations thereof are publicly available. The Executive shall not
communicate, divulge or disseminate Confidential Information at any time during
or after the Executive&#146;s employment with the Affiliated Companies, except with
prior written consent of the Company, or as otherwise required by law or legal
process or as such disclosure or use may be required in the course of the
Executive performing his duties and responsibilities as the President and Chief
Executive Officer of the Company. Notwithstanding the foregoing provisions, if
the Executive is required to disclose any such confidential or proprietary
information pursuant to applicable law or a subpoena or court order, the
Executive shall promptly notify the Company in writing of any such requirement
so that the Company or the appropriate member of the Affiliated Companies may
seek an appropriate protective order or other appropriate remedy or waive
compliance with the provisions hereof. The Executive shall reasonably
cooperate with the Affiliated Companies to obtain such a protective order or
other remedy. If such order or other remedy is not obtained prior to the time
the Executive is required to make the disclosure, or the Company waives
compliance with the provisions hereof, the Executive shall disclose only that
portion of the confidential or proprietary information which he is advised by
counsel that he is legally required to so disclose. All records, files,
memoranda, reports, customer lists, drawings, plans, documents and the like
that the Executive uses, prepares or comes into contact with during the course
of the Executive&#146;s employment shall remain the sole
</FONT>

<P align="center"><FONT size="2">16</FONT>
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<P align="left"><FONT size="2">property of the Company and/or the Affiliated Companies, as applicable,
and shall be turned over to the Company upon termination of the Executive&#146;s
employment.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Non-Recruitment of Affiliated Companies Employees. The Executive
shall not, at any time during the Restricted Period (as defined in this Section
9(b)), without the prior written consent of the Company, directly or
indirectly, contact, solicit, recruit, or employ (whether as an employee,
officer, director, agent, consultant or independent contractor) any person who
is or was at any time during the previous twelve months an employee,
representative, officer or director of any member of the Affiliated Companies.
Further, during the Restricted Period, the Executive shall not take any action
that could reasonably be expected to have the effect of encouraging or inducing
any employee, representative, officer or director of any member of the
Affiliated Companies to cease their relationship with any member of the
Affiliated Companies for any reason, except for terminations of employment in
the ordinary course of business. This Section&nbsp;9(b) shall not apply to
recruitment of employees for the Affiliated Companies and shall not apply to
the Executive&#146;s personal administrative staff who perform secretarial-type
functions. The &#147;Restricted Period&#148; shall mean the period of Executive&#146;s
employment with the Company and its subsidiaries and the additional period
ending on the second anniversary of the Date of Termination.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;No Competition &#151; Solicitation of Business. During the Restricted
Period, the Executive shall not, either directly or indirectly, compete with
the business of the Company by (i)&nbsp;becoming an officer, agent, employee,
partner or director of any other corporation, partnership or other entity, or
otherwise render services to or assist or hold an interest (except as a less
than 1-percent shareholder of a publicly traded company), in any Competitive
Business (as defined below), or (ii)&nbsp;soliciting, servicing, or accepting the
business of (A)&nbsp;any active customer of any member of the Affiliated Companies,
or (B)&nbsp;any person or entity who is or was at any time during the previous
twelve months a customer of any member of the Affiliated Companies.
&#147;Competitive Business&#148; shall mean any person or entity (including any joint
venture, partnership, firm, corporation, or limited liability company) that
engages in (1)&nbsp;the property and casualty insurance business, including
commercial insurance, personal insurance, specialty insurance, surety, excess
and surplus lines and/or reinsurance, (2)&nbsp;the accident and health insurance
business other than if incident to providing life insurance, (3)&nbsp;any of the
businesses in which Chubb Financial Solutions is engaged during the Restricted
Period, (4)&nbsp;the insurance agency or brokerage business, and/or (5)&nbsp;any other
significant business of the Company or any of its subsidiaries as of the Date
of Termination, provided that a business set forth in clauses (1)&nbsp;through (4)
shall not be considered a &#147;Competitive Business&#148; in the event that, as of the
Date of Termination, such business (i)&nbsp;is not a business of the Company or any
of its subsidiaries or (ii)&nbsp;is no longer a business of the Company or any of
its subsidiaries.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Remedies. The Executive acknowledges and agrees that the terms of
Section&nbsp;9: (i)&nbsp;are reasonable in light of all of the circumstances, (ii)&nbsp;are
sufficiently limited to protect the legitimate interests of the Company and its
subsidiaries, (iii)&nbsp;impose no undue hardship on the Executive and (iv)&nbsp;are not
injurious to the public. The Executive further acknowledges and agrees that
(x)&nbsp;the Executive&#146;s breach of the provisions of Section&nbsp;9 will cause the
Company irreparable harm, which cannot be adequately compensated by money
damages, and (y)&nbsp;if the Company elects to prevent the Executive from breaching
such provisions by obtaining an injunction against the Executive, there is a
reasonable probability of the Company&#146;s eventual success
</FONT>

<P align="center"><FONT size="2">17</FONT>
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<P align="left"><FONT size="2">on the merits. The Executive consents and agrees that if the Executive
commits any such breach or threatens to commit any breach, the Company shall be
entitled to temporary and permanent injunctive relief from a court of competent
jurisdiction, without posting any bond or other security and without the
necessity of proof of actual damage, in addition to, and not in lieu of, such
other remedies as may be available to the Company for such breach, including
the recovery of money damages. The Parties further acknowledge and agree that
the provisions of Section&nbsp;11(a) below are accurate and necessary because (A)
this Agreement is entered into in the State of New Jersey, (B)&nbsp;as of the date
hereof, New Jersey has a substantial relationship to the Parties and to this
transaction, (C)&nbsp;as of the date hereof, New Jersey is the headquarters state of
the Company, which has operations nationwide and has a compelling interest in
having its employees treated uniformly within the United States, (D)&nbsp;the use of
New Jersey law provides certainty to the Parties in any covenant litigation in
the United States, and (E)&nbsp;enforcement of the provision of this Section&nbsp;9 would
not violate any fundamental public policy of New Jersey or any other
jurisdiction. If any of the provisions of Section&nbsp;9 are determined to be
wholly or partially unenforceable, the Executive hereby agrees that this
Agreement or any provision hereof may be reformed so that it is enforceable to
the maximum extent permitted by law. If any of the provisions of this Section
9 are determined to be wholly or partially unenforceable in any jurisdiction,
such determination shall not be a bar to or in any way diminish the Company&#146;s
right to enforce any such covenant in any other jurisdiction.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;10. Successors. </B>(a)&nbsp;This Agreement is personal to the Executive,
and, without the prior written consent of the Company, shall not be assignable
by the Executive other than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive&#146;s legal representatives.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns. Except as provided in Section&nbsp;10(c),
without the prior written consent of the Executive this Agreement shall not be
assignable by the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall cause any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
&#147;Company&#148; means the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid that assumes and agrees to perform this
Agreement by operation of law or otherwise.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;11. Miscellaneous. </B>(a)&nbsp;This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey, without
reference to principles of conflict of laws. The captions of this Agreement
are not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified other than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;All notices and other communications hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:
</FONT>

<P align="center"><FONT size="2">18</FONT>
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if to the Executive:</FONT></TD>
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At the most recent address on file with the Company</FONT></TD>
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if to the Company:</FONT></TD>
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The Chubb Corporation</FONT></TD>
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15 Mountain View Road</FONT></TD>
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Warren, New Jersey 07059</FONT></TD>
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Attention: General Counsel</FONT></TD>
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<P align="left"><FONT size="2">or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Company may withhold from any amounts payable under this Agreement
such United States federal, state or local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive&#146;s or the Company&#146;s failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Sections&nbsp;4(c)(1) through 4(c)(5), shall not be deemed to be a
waiver of such provision or right or any other provision or right of this
Agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Executive and the Company acknowledge and agree that (i)&nbsp;prior to
the Effective Date, the Executive&#146;s employment with the Company is subject to
the Employment Agreement and (ii)&nbsp;on and after the Effective Date, except as
specifically provided herein, this Agreement shall supersede any other
agreement between the parties with respect to the subject matter hereof,
including the Employment Agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;The Company shall indemnify the Executive as an officer, director and
employee of the Company and any member of the Affiliated Companies and in the
same amounts to the maximum extent permitted under Article&nbsp;Twelfth of the
Company&#146;s Restated Certificate of Incorporation, the Company&#146;s by-laws and
applicable law. The Company shall maintain directors&#146; and officers&#146; liability
insurance coverage during the Executive&#146;s employment and thereafter for the
duration of any period of limitations during which any action, if any, may be
brought against the Executive for his service as an officer, director or
employee of the Company and any member of the Affiliated Companies and in the
same amounts, and on the same terms and conditions as applicable to other
former senior executives and directors of the Company.
</FONT>

<P align="center"><FONT size="2">19</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the Executive has hereunto set the Executive&#146;s hand
and, pursuant to the authorization from the Board, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first above written.
</FONT>

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    <TD colspan="3" valign="top" align="center">/s/
John D. Finnegan<HR size="1" noshade>
JOHN D. FINNEGAN</TD>
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    <TD colspan="3" valign="top" align="left"><FONT size="2">THE CHUBB CORPORATION</FONT></TD>
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By:</FONT></TD>
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    <TD align="left" valign="top">/s/ Lawrence M.
Small
<HR size="1" noshade></TD>
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Title:</FONT></TD>
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    <TD align="left" valign="top">Chair, Organization
and Compensation Cmte</TD>
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<P align="center"><FONT size="2">20</FONT>




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