MARK J. PLUSH

A termination of employment by the Company shall entitle the Employee to receive the payment(s) and rights identified in subsection A hereof (as modified by the provisions of this subsection B) only if and when such termination of employment also constitutes a “Separation from Service” (as defined under Code Section 409A and related regulations) from the Company and all those corporations which are part of the controlled group of corporations of which the Company is a member (within the meaning of Code Section 414(b) and related regulations), and all those non-corporate entities which are under common control with the Company (within the meaning of Code Section 414(c) and related regulations) (collectively, the “Related Companies”).

In the event the Employee qualifies as a “Specified Employee” (as herein defined) on the date such Employee’s Separation from Service occurs, any payment otherwise scheduled to be paid to the Employee under subsection A, paragraph (i) hereof, prior to the expiration of six (6) months following the date of such Employee’s Separation from Service from the Company and all Related Companies (as defined in this subsection B) shall be held by the Company, and paid to the Employee (or in the event of his intervening death, to his estate) in a single sum on the first business day following the expiration of such six (6) month period.

Any reimbursement for fringe benefits and arrangements, which needs to be made to the Employee in accordance with subsection A paragraph (vi) hereof, shall be made on or before the last day of the Employee’s taxable year following the taxable year in which such expense was incurred; any cash compensation becoming due and payable to the Employee in accordance with subsection A paragraph (vi) hereof shall be made on or before the last day of the Employee’s taxable year in which the Employee acquires the right to receive such cash compensation. Any such reimbursement or compensation shall be paid to the Employee (or in the event of his intervening death, to his estate).

Payment to the Employee of the supplemental retirement benefit described in subsection A paragraph (vii) hereof shall take the form of a single life annuity, commencing on the later of (I) the first day of the first calendar month next following such Employee’s Separation from Service from the Company and all Related Companies, or (II) the date the Employee’s retirement benefit commences under the Pension Plan; provided, that if the Employee is a Specified Employee on the date his Separation from Service occurs (as herein defined), any monthly benefit payments otherwise payable to such Employee during the 180-day period commencing on the date such Employee’s Separates from Service shall be withheld by the Company and paid to the Employee (or in the event of his intervening death, to his estate) on the 181^st day next following the date of his Separation from Service. Any adjustments in the timing or the form of payment, needed to conform the Employee’s supplemental retirement benefit described in subsection A, paragraph (vii) hereof to the preceding sentence, shall employ the actuarial factors used under the Pension Plan to pay different types of annuities (determined as of the date the Employee’s Pension Plan benefits commence).

Any Company reimbursement of the Employee’s outplacement expenses in accordance with subsection A paragraph (viii) hereof shall be made on or before the last day of the Employee’s taxable year following the taxable year in which such expenses were incurred.” Any such reimbursement shall be paid to the Employee (or in the event of his intervening death, to his estate).