Common use of Term Termination Clause in Contracts

Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long Except as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each monthprovided below, the remaining term of this Agreement shall commence on the date hereof and shall terminate on the Executive's employment hereunder shall be one (1) yearthird anniversary hereof. For the avoidance of doubt, but shall in no event extend beyond any extensions provided below are subject to the Retirement Ageapproval by the DOJ pursuant to the Final Judgment. (b) Any purported termination If Crown and its Affiliates have not completed the Brewery Expansion Plan on or prior to on the third anniversary hereof, Crown may provide written notice to Supplier not later than one hundred twenty (120) days prior to such date stating that despite the reasonable efforts of employment Crown and its Affiliates to complete such Brewery Expansion Plan, which statement shall not be subject to review or challenge by Executive or Supplier, continuing supply of Product is required, the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in terms and provisions of this Agreement relied upon and shall continue for an additional year, or such lesser period as Crown may set forth in the facts notice. Prior to the DOJ’s decision to approve or deny any extension as described in Section 8.1(a), Supplier shall conduct itself as if the extension set forth in any such notice from Crown will be permitted by the DOJ. (c) If Crown and circumstances claimed to provide a basis for termination. If its Affiliates have not completed the party receiving the Termination Notice notifies the other party Brewery Expansion Plan on or prior to the Termination Date that a dispute exists concerning end of any additional term implemented pursuant to Section 8.1(b), Crown may provide written notice to Supplier not later than one hundred twenty (120) days prior to the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution end of such dispute with additional term stating that despite the reasonable diligence. Notwithstanding the pendency efforts of any Crown and its Affiliates to complete such disputeBrewery Expansion Plan, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and statement shall not be offset against subject to review or reduce challenge by Supplier, continuing supply of Product is required, the terms and provisions of this Agreement shall continue for an additional year, or such lesser period as Crown may set forth in the notice. Prior to the DOJ’s decision to approve or deny any other amounts due under extension as described in Section 8.1(a), the Supplier shall conduct itself as if the extension set forth in any such notice from Crown will be permitted by the DOJ. (d) Under no circumstances shall the term of this Agreement exceed five (5) years. 8.2 Supplier may terminate this Agreement upon written notice to Crown following a Change of Control. Any such termination shall become effective on the sixtieth (60th) day after delivery of such notice to Crown. 8.3 Upon expiration of this Agreement, the obligations of the parties to supply and purchase Products shall terminate, but all rights and obligations accrued or relating to periods prior to the date of expiration shall continue and remain in full force and effect.

Term Termination. (a) The term of the Executive's employment hereunder Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is one (1) year after the date hereof, and shall commence thereafter on February 3, 2000 and shall each anniversary of such date be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of deemed renewed automatically each month beginning January 3, 2001 year for an additional one-month year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such periodone-year extension term as set forth above, as it may be extended from time the Company shall deliver to time, being herein referred the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to as the "Term"), unless terminated earlier in accordance with renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to the effect that on the first day of each month, the remaining term of provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the Executive's employment hereunder event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be one deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (1or other compensation structure) yearthen agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, but this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in no event extend beyond the Retirement AgeTermination Notice. (b) Any purported termination In the event that this Agreement is terminated in accordance with the provisions of employment by Executive or Section 13(a) of this Agreement, the Company shall be communicated pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by a Termination Noticethe Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The Termination Notice shall indicate obligation of the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed Company to provide a basis for termination. If the party receiving pay the Termination Notice notifies Fee shall survive the other party termination of this Agreement. (c) No later than sixty (60) days prior to the Termination Date that a dispute exists concerning anniversary date of this Agreement of any year during the terminationTerm, the Termination Date shall be extended until Manager may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesManager’s intention not to renew the Term, by a binding arbitration award, or by a final judgment, order or decree whereupon the Term of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT’s ability to meet and shall commence on February 3, 2000 perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon notice to TRUST; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY; (j) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST; (k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST; (l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time LIFE COMPANY desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age. (b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed NB MANAGEMENT whether LIFE COMPANY elects to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardremain in effect. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY's assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.

Term Termination. (a) The term 8.1 This Agreement shall be effective as of the Executive's employment hereunder shall be one (1) year date hereof and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless continue in force until terminated earlier in accordance with the terms provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and perform FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of FUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice; (e) In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon FUND's breach of any material provision of this Agreement, which breach has not been cured to the effect that on satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to FUND; (h) At the first day option of each monthFUND, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the remaining term satisfaction of FUND within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of FUND, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (j) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, FUND, and ADVISER, termination shall be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, FUND shall, at the option of LIFE COMPANY, continue to make available additional FUND shares, as provided below, pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the Executive's employment hereunder effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in FUND, but shall redeem investments in no FUND and/or invest in FUND upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age. (b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify FUND and set forth the facts and circumstances claimed ADVISER whether LIFE COMPANY elects to provide a basis for continue to make FUND shares available after such termination. If the party receiving the Termination Notice notifies the other party prior FUND shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until remain in effect and thereafter either FUND or LIFE COMPANY may terminate the dispute is finally determinedAgreement, either by mutual as so continued pursuant to this Section 8.3, upon sixty (60) days prior written agreement of notice to the parties, by a binding arbitration awardother party. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute was givenshares attributable to LIFE COMPANY's assets held in the Separate Accounts), until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and LIFE COMPANY shall not be offset against or reduce any other amounts due prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under this Agreementthe Variable Contracts until thirty (30) days after the LIFE COMPANY shall have notified FUND of its intention to do so.

Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and shall commence on February 3, 2000 perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon notice to TRUST; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon notice to LIFE COMPANY; (j) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST; (k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST; (l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time LIFE COMPANY desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age. (b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed NB MANAGEMENT whether LIFE COMPANY elects to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardremain in effect. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY's assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.

Term Termination. (a) The term of the Executive's employment hereunder Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is one (1) year after May 15, 2013, and shall commence thereafter on February 3, 2000 and shall each anniversary of such date be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of deemed renewed automatically each month beginning January 3, 2001 year for an additional one-month year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such periodone-year extension term as set forth above, as it may be extended from time the Company shall deliver to time, being herein referred the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to as the "Term"), unless terminated earlier in accordance with renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to the effect that on the first day of each month, the remaining term of provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the Executive's employment hereunder event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be one deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (1or other compensation structure) yearthen agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, but this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in no event extend beyond the Retirement AgeTermination Notice. (b) Any purported termination In the event that this Agreement is terminated in accordance with the provisions of employment by Executive or Section 13(a) of this Agreement, the Company shall be communicated pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by a Termination Noticethe Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The Termination Notice shall indicate obligation of the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed Company to provide a basis for termination. If the party receiving pay the Termination Notice notifies Fee shall survive the other party termination of this Agreement. (c) No later than sixty (60) days prior to the Termination Date that a dispute exists concerning anniversary date of the terminationOriginal Management Agreement (May 15) of any year during the Term, the Termination Date shall be extended until Manager may deliver written notice to the dispute is finally determined, either by mutual written agreement Company informing it of the partiesManager’s intention not to renew the Term, by a binding arbitration award, or by a final judgment, order or decree whereupon the Term of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against renewed and extended and this Agreement shall terminate effective on the anniversary date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or reduce any other amounts due under obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) The term At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and shall commence on February 3, 2000 perform FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of FUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice; (e) In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon FUND's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to FUND; (h) At the option of FUND, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of FUND within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of FUND, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (j) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, FUND, and ADVISER, termination shall be effective immediately upon such occurrence without notice except that no such termination shall occur and no prior written consent need be given for FUND to assign this Agreement to a successor entity organized for the purpose of allowing the FUND to redomesticate to a different jurisdiction in a tax-free reorganization. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, FUND at LIFE COMPANY's option will continue to make available additional FUND shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time LIFE COMPANY desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and the Executive's employment hereunder shall be one (1hereinafter referred to as "Existing Contracts") year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed unless FUND discontinues to provide a basis for terminationmake additional FUND shares available to all beneficial owners. If the party receiving the Termination Notice notifies the other party prior FUND shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardremain in effect. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute was givenshares attributable to LIFE COMPANY's assets held in the Separate Accounts), until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and LIFE COMPANY shall not be offset against or reduce any other amounts due prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under this Agreementthe Variable Contracts until thirty (30) days after the LIFE COMPANY shall have notified FUND of its intention to do so.

Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 the date hereof and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 31, 2001 2000 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Term Termination. The Term of this Agreement shall commence on the date first set out above and shall continue in effect for a period of three (3) years, with the term automatically extending on the first and each subsequent anniversary of the Agreement for one additional year, unless the Executive or the Company gives written notice to the other prior to any anniversary date that the Agreement will not be so extended; provided, however, upon the occurrence of a "Change in Control" as defined hereinbelow, this Agreement shall automatically renew for a term of three (3) years from the Change in Control Date, subject thereafter to further automatic renewal and/or notice of termination as provided above. This Agreement shall also terminate upon the occurrence of any of the following events: (a) The the death or total disability of the Executive (total disability meaning the failure of the Executive to perform his normal required services hereunder for a period of six consecutive months during the term hereof by reason of the Executive's mental or physical disability) (a "Disability Termination Event"); (b) termination by the Company of the Executive's employment hereunder for "Good Cause," which shall be one exist upon the occurrence of any of the following: (1i) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed is convicted of, pleads guilty to, or confesses to any felony or any act of fraud, misappropriation or embezzlement, (ii) the Executive engages in a fraudulent act to the material damage or prejudice of the Company, or (iii) the Executive otherwise fails to comply with the terms of this Agreement or deviates from any written policies or procedures of the Company, in either such case to the material detriment of the Company and, within 30 days after written notice from the Company of such failure or deviation, the Executive has not corrected such failure (in any such case, a "Good Cause Termination Event"); (c) termination by the Company hereunderof the Executive's employment hereunder for any reason other than as a result of a Good Cause Termination Event (a "No Cause Termination Event"); (d) termination by the Executive of the Executive's employment hereunder for "Good Reason", which shall mean (i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including status, offices, titles and reporting requirements), authority or duties or responsibilities as contemplated by (S) 1 hereof or any other action by the Company that results in a material diminishment in such position, authority, duties or responsibilities, other than action or inaction on the first day part of each month beginning January 3the Company that is corrected by the Company within 30 days after receipt of written notice thereof given by the Executive, 2001 for an additional one-month period (such period, as it may be extended from time ii) any failure by the Company to time, being herein referred to as the "Term"), unless terminated earlier in accordance comply with the terms of this Agreement, including, without limitation, Sections 2 and 5 hereof, which is not corrected by the Company within 30 days after receipt of written notice thereof given by the Executive, (iii) the Company's requiring the Executive to be based at any office or location more than 50 miles away from that at which the effect that on Executive is based as of the first day date of each monththis Agreement; provided, however, the remaining term Company may require travel reasonably consistent with past practices in the performance of the Executive's responsibilities, or (iv) any purported termination by the Company of the Executive's employment pursuant to this Agreement and other than as permitted herein, in each such case without the prior written consent of the Executive (in any such case, a "Good Reason Termination Event"); or (e) voluntary termination by the Executive of the Executive's employment hereunder shall be one other than for "Good Reason" (1as defined above) year, but shall in no event extend beyond the Retirement Age(a "Voluntary Termination Event"). (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and shall commence on February 3, 2000 perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, for so long upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the Executive remains employed underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the Company hereunder, on option of TRUST if the first day of each month beginning January 3, 2001 for an additional one-month period (such periodVariable Contracts cease to qualify as annuity contracts or life insurance contracts, as it applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be extended effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from time to time, being herein referred to as the "Term"registration is available), unless terminated earlier issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days' notice of the date of such substitution; (k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice; (l) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age. (b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the dispute is finally determinedTRUST, either by mutual written agreement of the parties, by a binding arbitration awardMANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.

Term Termination. (a) The term a. This Supplemental Agreement shall commence as of the Executive's employment hereunder date first shown above, and shall continue for an indefinite period until terminated in the manner prescribed in this paragraph. Not withstanding any termination or expiration of this Supplemental Agreement, any and all warranties, representations or agreements to hold harmless shall survive such termination and remain in full force and effect. b. Any party may terminate this Supplemental Agreement without cause by (i) giving 30 days' written notice to the other of such termination and (ii) giving a copy of such notice thereof to SPP. Notices to SPP shall be one (1) year and shall commence on February 3addressed to SPP at: Service Payment Plan, 2000 Inc., Attn: ▇▇. ▇▇▇▇▇▇ ▇. Hymen, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 230, Chicago, Illinois 60601. Notice may be mailed to the address designated in this Supplemental Agreement and shall be extended automaticallyeffective 30 days after the date of delivery or mailing, whichever is earlier. c. This Supplemental Agreement may, at the option of Administrator, terminate immediately and without notice for so long as cause upon the Executive remains employed occurrence of any of the following events: (i) Dealer's assignment or attempted assignment of this Supplemental Agreement or any portion of any interest in or any payment due under the Extended Payment Term Contracts without the expressed prior written consent of SPP and Administrator; (ii) The filing by Dealer of a voluntary petition in bankruptcy or execution by Dealer of an assignment for the benefit of creditors; (iii) The filing of a petition to have Dealer declared bankrupt, which is not vacated within 30 days; (iv) The material breach of any provision contained within this Supplemental Agreement; and (v) Dealer's acts of fraud, defalcation, dishonesty or intentional misrepresentation directed to Administrator, the Insurance Company, or SPP, and their respective agents or employees. d. Dealer hereby agrees to at all times indemnify and hold Administrator, the Insurance Company hereunderand SPP, on the first day and their respective employees, agents, successors and assigns, free and harmless against any and all losses, judgments, defense costs or other liabilities arising out of each month beginning January 3any and all claims, 2001 for an additional one-month period (such periodactions, as it or demands, whether well founded or not, that may be extended from time asserted against all or any of them by any Purchaser, or any third party, regarding the Extended Payment Terms Contracts and performance by Dealer thereunder, including but not limited to timeany and all losses, being herein referred to as the "Term")judgments, unless terminated earlier in accordance with the terms of this Agreementdefense costs or other liabilities for cancellation refunds, or for fraud, defalcation, dishonesty or intentional misrepresentation to the effect that on extent the first day of each monthsame are also directed to Administrator, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) yearInsurance Company, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardSPP, or by a final judgmenttheir agents, order employees, successors or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementassigns.

Term Termination. (a) The term This Agreement shall commence upon the Effective Date and shall continue through December 31 of the Executive's employment hereunder current year, and thereafter shall be one renewed according to the terms of the most recent version of this Agreement for consecutive twelve (112) year month periods upon invoicing and payment of a renewal fee. b) A renewal shall commence on February 3not require signature of the Parties, 2000 and shall be extended automaticallydeemed to have occurred if Publisher Member pays its renewal fee in a timely manner (as specified in a renewal invoice from CHOR, which shall provide for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"at least net 30 days payment), unless terminated earlier or if CHOR elects, in accordance with its sole discretion, to accept late payment. Failure to make timely payment in absence of a waiver from CHOR shall result in an automatic termination, effective as of the end of the then-current term. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHOR has the right, but not the obligation, to enforce the terms of this AgreementAgreement against any of its members, to the effect that on the first day of each month, the remaining term of including Publisher Member. CHOR may terminate this Agreement and Publisher Member’s status as a member of CHOR and participation in the Executive's employment hereunder CHORUS Service, (i) upon written notice for failure to pay any fees 90-days after such fees are due; (ii) upon written notice for failure to cure a material breach of this agreement within 10 business days of notice of such breachFor the avoidance of doubt, failure to adhere to a Funding Agency-selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period after the first year, shall be one (1) yeardeemed to be a material breach. Except in the case of termination for failure to timely pay fees, but CHOR’s Board shall review and approve any decision to terminate Publisher Member’s membership in no event extend beyond CHOR and participation in the Retirement AgeCHORUS Service. As part of such review, the Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith. The decision to so terminate, however, shall rest solely with CHOR. (be) Any purported termination of employment by Executive or Notwithstanding the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate foregoing, CHOR reserves the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed right to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement temporarily suspend any part of the parties, by a binding arbitration award, CHORUS Service or by a final judgment, order to temporarily or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given permanently remove links to any Article upon determination in good faith and CHOR’s sole discretion that the party giving such notice pursues the resolution continuation of such dispute aspect of the CHORUS Service (generally or with reasonable diligencerespect to a specific member) or linking to any such Article could result in legal risk to CHOR, without following the procedures outlined in Section 10(c). Notwithstanding In the pendency event of any such disputesuspension or removal, CHORUS will endeavor to provide Publisher Member with notice in a reasonable time frame prior to or following such event. Similarly, Publisher Member shall have the Company will continue right to pay Executive his full compensation in effect when require CHORUS to remove links to any Article upon determination by the notice giving rise Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementPublisher Member.

Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and this Lease shall commence on February 3the date set forth as the Rent Commencement Date in the Fundamental Lease Provisions, 2000 and provided the Premises are "ready for occupancy" (as that term is defined in Section 7 hereof), but if the Premises are not ready for occupancy on such date then the term shall commence on the date which is seven (7) days after the mailing of notice by Landlord to Tenant that the Premises are "ready for occupancy". The term shall be extended automaticallyfor the period set forth in the Fundamental Lease Provisions, for so long as plus, if the Executive remains employed by the Company hereunder, on Rent Commencement Date shall not be the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each a month, the remaining part of a month from the date of the Rent Commencement Date to the last day of the calendar month in which it occurs. Each of the parties hereto agrees upon demand of the other, to execute a declaration expressing the commencement date of the term as soon as the commencement date has been determined. If Tenant, or its contractors, are permitted to take possession prior to the Rent Commencement Date, Tenant shall comply with all terms and conditions of this Agreement and the Executive's employment hereunder shall be one (1) yearLease other than payment of Basic Annual Rent, but shall in no event extend beyond the Retirement AgeTaxes or Operating Costs. (b) Any purported termination This Lease shall terminate at the end of employment by Executive the original term hereof, or any extension or renewal thereof without the Company necessity of any notice from either Landlord or Tenant to terminate the same, and Tenant hereby waives notice to vacate the Premises and agrees that Landlord shall be communicated by entitled to the benefit of all provisions of law respecting the summary recovery of possession of premises from a Termination Noticetenant holding over to the same extent as if statutory notice had been given. The Termination Notice shall indicate For the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party period of four (4) months prior to the Termination Date expiration of the term, or any renewal or extension thereof, and provided that a dispute exists concerning Tenant has not provided Landlord with notice of Tenant’s intent to exercise its option to renew pursuant to the terminationterms and conditions below, Landlord shall have the Termination Date right to show the Premises and all parts hereof to prospective tenants during normal business hours. (c) At the expiration or earlier termination of this Lease, Tenant shall, at Tenant's expense, remove all of Tenant's personal property and repair all injury done to the Premises or any part of the Premises by or in connection with the installation or removal of said property, and surrender the Premises, broom clean and in as good condition as they were at the beginning of the term, reasonable wear and tear excepted. All property of Tenant remaining on the Premises after the expiration or earlier termination of this Lease shall be extended until the dispute is finally determinedconclusively deemed abandoned and at Landlord's option, either may be retained by mutual written agreement of the parties, by a binding arbitration awardLandlord, or may be removed by a final judgmentLandlord, order or decree of a court of competent jurisdiction. The Termination Date and Tenant shall be extended by a notice of dispute only if such notice is given in good faith and reimburse Landlord for the party giving such notice pursues the resolution cost of such dispute with reasonable diligenceremoval. Notwithstanding the pendency of Landlord may have any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given property stored at Tenant's risk and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementexpense.

Term Termination. (a) The term Employment Period shall end on the third annual anniversary of the date hereof; provided that (i) the Employment Period shall terminate prior to such date upon Executive's death, resignation or Disability; (ii) the Employment Period may be terminated by the Company at any time prior to such date for Cause or without Cause; (iii) the Employment Period may be terminated by Executive at any time for any reason (a "Voluntary Termination"); and (iv) unless each party is notified in writing within 30 days before the third annual anniversary of the date hereof or the end of a Renewal Period, the Employment Period shall automatically be extended for additional one year periods (each such period, a "Renewal Period"). (b) Upon (1) a Voluntary Termination of the employment relationship by Executive other than within 10 days of a Good Reason Event or (2) termination of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed relationship by the Company hereunderfor Cause, on prior to the first day end of each month beginning January 3, 2001 for an additional one-month period the Employment Period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with all future compensation or bonuses to which Executive would otherwise be entitled and all fixture benefits for which Executive would otherwise be eligible shall cease and terminate as of the terms date of this Agreementsuch termination; provided, however, that any salary, bonus, incentive payment, deferred compensation or other compensation or benefit which has been earned by or accrued for the benefit of Executive prior to the effect that on the first day date of each month, the remaining term termination shall not be forfeited and shall be paid to Executive promptly. (c) Upon a termination of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the end of the Term other than (i) a termination by the Company for Cause or (ii) a Voluntary Termination Date that of the employment relationship by Executive other than within 10 days of a dispute exists concerning the terminationGood Reason Event, the Termination Date Executive shall be extended until entitled, in consideration of Executive's continuing obligations hereunder after such termination (including, without limitation, Executive's non-competition obligations), to receive his Base Salary, payable bi-weekly, and fringe benefits, as if Executive's employment (which shall cease on the dispute date of such termination) had continued for the twelve (12) months following termination; provided that in the event Executive's employment is finally determinedterminated for the reasons set forth in clauses (i) or (ii) above, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date Executive shall be extended by a notice of dispute only if required to use his reasonable best efforts to obtain, as expeditiously as possible, employment with at least comparable salary and responsibilities commensurate with those set forth herein. In such notice is given event, Executive's right to receive the amounts and benefits set forth in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligencethis Section 9(c) shall terminate. Notwithstanding the pendency of any such disputeforegoing, the Company will continue to pay if Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved obtains employment in accordance with this subsectionSection 9(c) and the salary to be paid to Executive is less than the Base Salary, the Company shall pay to Executive an amount equal to such deficiency, payable bi-weekly, for the remainder of the severance period. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.MISCELLANEOUS PROVISIONS

Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and shall commence on February 3, 2000 perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, for so long upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the Executive remains employed underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the Company hereunder, on option of TRUST if the first day of each month beginning January 3, 2001 for an additional one-month period (such periodVariable Contracts cease to qualify as annuity contracts or life insurance contracts, as it applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be extended effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from time to time, being herein referred to as the "Term"registration is available), unless terminated earlier issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty- five (45) days' notice of the date of such substitution; (k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice; (l) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age. (b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the dispute is finally determinedTRUST, either by mutual written agreement of the parties, by a binding arbitration awardMANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.

Term Termination. (a) The term of this Agreement shall commence on the Executive's employment Effective Date and continue until no Sales Orders remain in effect hereunder unless otherwise terminated as stated below. The license term granted under a Sales Order (referred to therein as the “Subscription Period”) shall be as set forth in such Sales Order and if no such term is set forth, the license shall continue in force for one (1) year from the date of such Sales Order (“Initial Term”). To avoid unintended service interruptions, at the end of the Initial Term, and shall commence on February 3, 2000 and shall be extended automatically, for so long as at the Executive remains employed by the Company hereunder, on the first day end of each month beginning January 3Renewal Term thereafter, 2001 the license term granted under each Sales Order shall automatically renew for an additional one-month period one (1) year term (each, a “Renewal Term”), unless either party shall provide written notice to the other party, not less than sixty (60) days prior to such perioddate of expiration, as it may be extended from time of its election not to time, being herein renew such license term. The applicable Subscription Period or Initial Term and each Renewal Term are collectively referred to as the "“Term").” This Agreement may be terminated by either party, unless terminated earlier in accordance with the terms of this Agreement, at any time prior to the effect that on expiration of the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies then-current Term if the other party prior has committed a material breach of any of its obligations hereunder that has not been cured within thirty (30) days after receipt of written notice. This Agreement terminates automatically, with no further action by either party, if: (i) a receiver, manager, administrator, administrative receiver or similar figure under the law of any jurisdiction is appointed for either party or its property; (ii) either party proposes or is subject to a general compromise or arrangement with its creditors or any class of its creditors; (iii) any proceedings are commenced by, for, or against either party under any bankruptcy, insolvency, or debtor’s relief law for the Termination Date purpose of seeking a moratorium, rescheduling or reorganization of such party’s debts, and such proceeding is not dismissed within sixty (60) calendar days of its commencement; (iv) either party is liquidated, wound up, or dissolved; or (v) Licensee breaches any obligation related to Licensor’s Intellectual Property rights which has not been cured within fourteen (14) days from written notice pertaining to such breach (or if incapable of being cured then immediately upon such written notice being given). In the event that a dispute exists concerning the terminationlicense or this Agreement is terminated, all Sales Orders then in effect shall be immediately terminated. Within fifteen (15) days after termination Licensee shall irrevocably erase, or return to Licensor, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith Software and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given Documentation and Executive shall continue as a participant in all Award Plans copies and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement portions thereof and shall not be offset against provide written certification to Licensor that such destruction or reduce any other amounts due under this Agreementreturn has been completed. Sections 4 (Limitation of Warranty), 5 (Disclaimer), 6 (Indemnification), 8 (Limitations), 11 (Intellectual Property), 12 (Confidential Information), 17 (Term, Termination), 18 (Limitation of Liability), 20 (Miscellaneous) and 21 (Definitions) will survive the termination or expiration hereof.

Term Termination. (a) The term This Agreement shall commence upon the Effective Date and shall continue through December 31 of the Executive's employment hereunder current year, and thereafter shall be one renewed according to the terms of the most recent version of this Agreement for consecutive twelve (112) year month periods upon invoicing and payment of a renewal fee. b) A renewal shall commence on February 3not require signature of the Parties, 2000 and shall be extended automaticallydeemed to have occurred if Publisher Member pays its renewal fee in a timely manner (as specified in a renewal invoice from CHOR, which shall provide for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"at least net 30 days payment), unless terminated earlier or if CHOR elects, in accordance with its sole discretion, to accept late payment. Failure to make timely payment in absence of a waiver from CHOR shall result in an automatic termination, effective as of the end of the then-current term. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHOR has the right, but not the obligation, to enforce the terms of this AgreementAgreement against any of its members, to the effect that on the first day of each month, the remaining term of including Publisher Member. CHOR may terminate this Agreement and Publisher Member’s status as a member of CHOR and participation in the Executive's employment hereunder CHORUS Service, (i) upon written notice for failure to pay any fees 90-days after such fees are due; (ii) upon written notice for failure to cure a material breach of this agreement within 10 business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Agency-selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period after the first year, shall be one (1) yeardeemed to be a material breach. Except in the case of termination for failure to timely pay fees, but CHOR’s Board shall review and approve any decision to terminate Publisher Member’s membership in no event extend beyond CHOR and participation in the Retirement AgeCHORUS Service. As part of such review, the Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith. The decision to so terminate, however, shall rest solely with CHOR. (be) Any purported termination of employment by Executive or Notwithstanding the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate foregoing, CHOR reserves the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed right to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement temporarily suspend any part of the parties, by a binding arbitration award, CHORUS Service or by a final judgment, order to temporarily or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given permanently remove links to any Article upon determination in good faith and CHOR’s sole discretion that the party giving such notice pursues the resolution continuation of such dispute aspect of the CHORUS Service (generally or with reasonable diligencerespect to a specific member) or linking to any such Article could result in legal risk to CHOR, without following the procedures outlined in Section 10(c). Notwithstanding In the pendency event of any such disputesuspension or removal, CHORUS will endeavor to provide Publisher Member with notice in a reasonable time frame prior to or following such event. Similarly, Publisher Member shall have the Company will continue right to pay Executive his full compensation in effect when require CHORUS to remove links to any Article upon determination by the notice giving rise Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementPublisher Member.

Term Termination. (a) The term This Agreement shall commence immediately upon the Closing Date and shall terminate upon the earliest to occur of (i) the mutual written agreement of the Executive's employment hereunder shall be one parties to terminate this Agreement in its entirety, (ii) the complete termination of the Asset Management Agreement or (iii) the third anniversary of the Closing Date. In addition, (x) a Recipient may from time to time terminate this Agreement with respect to any particular Service, in whole but not in part (1) year for any reason or no reason upon providing at least ninety (90) days prior written notice to the Provider of such termination, subject to the obligation to pay Termination Charges, as provided for under Section 8.02, (2) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall commence on February continue to exist thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient, or (3) immediately upon mutual written agreement of the parties hereto, 2000 and (y) a Provider may terminate this Agreement with respect to one or more Services, in whole but not in part, at any time upon prior written notice to the Recipient if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Service or Services, and such failure shall be extended automatically, continued uncured for so long as the Executive remains employed a period of thirty (30) days after receipt by the Company hereunder, on Recipient of a written notice of such failure from the first Provider. In the event that the effective date of the termination of any particular Service is a day other than at the end of each month beginning January 3, 2001 for an additional one-month period (such a billing period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance Service Charge associated with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder such Service shall be one (1) year, but shall in no event extend beyond the Retirement Agepro-rated appropriately. (b) Any purported termination A Recipient may from time to time request a reduction in part of employment by Executive the scope or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for terminationamount of any particular Service. If the party receiving the Termination Notice notifies the other party prior requested to the Termination Date that a dispute exists concerning the terminationdo so by Recipient, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given Provider agrees to discuss in good faith appropriate reductions to the relevant Service Charges in light of all relevant factors including the costs and benefits to the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency Provider of any such disputereductions. In the event that any particular Service is reduced other than at the end of a billing period, the Company will continue to pay Executive his full compensation in effect when Service Charge associated with such Service for the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans billing period in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute such Service is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under reduced shall be pro-rated appropriately. (c) The Recipient may terminate this Agreement upon the occurrence of a Force Majeure event pursuant to Section 8.04 below that materially disrupts the provision of Services, and shall not be offset against or reduce any other amounts due under this AgreementProvider’s failure to fully restore such Services within sixty (60) days.

Term Termination. (a) The term of the Executive's ’s employment hereunder shall be one (1) year and shall commence on February 3, 2000 the date hereof and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3June 1, 2001 2008, for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "“Term"”), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's ’s employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Term Termination. (a) The term 8.1 This Agreement shall be effective as of the Executive's employment hereunder shall be one (1) year date hereof and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless continue in force until terminated earlier in accordance with the terms provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or ADVISER by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or ADVISER's ability to meet and perform TRUST's or ADVISER's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the effect that on satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the first day option of each monthTRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the remaining term satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and ADVISER, termination shall be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of LIFE COMPANY, continue to make available additional TRUST shares, as provided below, pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the Executive's employment hereunder effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional purchase payments under the Existing Contracts. In the event extend beyond the Retirement Age. (b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed pursuant to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the terminationSection 8.2 hereof, the Termination Date shall be extended until the dispute is finally determinedLIFE COMPANY, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.within ten

Term Termination. (a) The For current tenants, this Lease shall commence on , 20 , and shall continue in effect through December 31, 2014, Upon expiration of said term of provided the Executive's employment hereunder same has not be terminated, the Lease term shall be automatically commence on January 1, 2015, and shall continue in effect for one (1) year and shall commence on February 3until December 31, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term")2015, unless terminated earlier in accordance with the terms of this Agreement, by Lessor or Lessee as hereinafter provided. This Lease will automatically renew each year unless Lessor or ▇▇▇▇▇▇ gives prior written notice to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one other at least thirty (130) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party days prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement expiration date of the partiesterm. This Lease may be non- renewed by Lessee or Lessor for any reason, with or without cause. This Lease may be terminated by a binding arbitration award, or Lessor for default in payment of rent by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended Lessee by a giving Lessee ten (10) days prior written notice of dispute only termination. Or, if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such disputeterm, the Company will continue condition or covenant to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due be kept or performed by Lessee under this Agreement shall be violated or neglected, then Lessor shall have the right to terminate this Lease by giving Lessee at least ten (10) days prior written notice of termination specifying the date that Lessee must vacate the Leased Premises. If ▇▇▇▇▇▇ does not vacate the Leased Premises and remove the aircraft from the above-described hangar before the expiration of said notice period, then Lessee hereby agrees that Lessor is authorized and empowered to remove said aircraft and all contents of the hangar. All costs of removal, including legal fees as well as any additional rent which may be due as a result of ▇▇▇▇▇▇’s failure to timely remove the aircraft, shall be paid to Lessor before ▇▇▇▇▇▇’s aircraft will be released. In addition, Lessor shall not be offset against liable to Lessee for any damage to ▇▇▇▇▇▇’s aircraft during or reduce after removal and impoundment unless said damage, claim or loss is due to the intentional act or gross negligence of Lessor. If any ▇▇▇▇▇▇ enters into this Lease on any date other amounts due under this Agreementthan January 1 of a given year, the Lease term will be through December 31 of said year after which it will automatically transform into a year-to- year lease as of Jan. 1, provided the Lease is still in effect.

Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder license granted herein shall be one for a period of five (5) years, except in the case of DOS-to-Windows Switchover which period shall begin JANUARY 21, 1999; said period shall extend for five (5) years, except in the case of DOS-to-Windows Switchover which period shall extend to the end of the immediately previous DOS agreement ending DECEMBER 6, 2000 . This Agreement and the license may be terminated by LICENSEE at any time by giving written notice of termination to LICENSOR or by LICENSOR in the event: (1) year, but shall in no event extend beyond LICENSEE fails to make any payment required to be made to LICENSOR hereunder when the Retirement Age.same is due; or (b2) Any purported LICENSEE fails to observe, perform or comply with any term or condition hereunder and such failure is not cured within ten (10) days after written notice of such failure; or (3) LICENSEE files a petition in bankruptcy or insolvency, or after any adjudication that the LICENSEE is bankrupt or insolvent, or after the filing by the LICENSEE of any petition or answer seeking reorganization, readjustment or arrangement of the LICENSEE's business under any federal law relating to bankruptcy of insolvency, of after the appointment of a receiver for any of the property of the LICENSEE, or after the making by the LICENSEE of any assignment for the benefit of creditors, or after the institution of any proceedings for the liquidation of the LICENSEE's business for the termination of employment its corporate charter. Early termination of LICENSEE's license shall occur when LICENSOR deposits the notice of termination with the U.S. Mail and is effective whether or not said notice is delivered to LICENSEE. 2 The LICENSEE shall not be released from any of its pre-existing obligations under this agreement by Executive any termination of this agreement, and neither party shall have the right to rescind any acts performed or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party payments made prior to the Termination Date that a dispute exists concerning date of termination. Any failure or delay in the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement exercise of the partiesLICENSOR's right of termination for any default shall not prejudice the LICENSOR's right of termination for such or any other default. Within five (5) days' after termination by either LICENSOR or LICENSEE, by LICENSEE shall deliver to LICENSOR a binding arbitration award, written certification to the effect that the original and any copies of all or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency any portions of any Licensed Program affected by the termination have been destroyed or, if LICENSOR so requests, LICENSEE shall deliver such dispute, the Company will continue original and any copies to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementLICENSOR.

Term Termination. (a) The term GTS shall apply to each Order until the fulfilment of the Executive's employment hereunder shall be one Order (1) year and shall which, in case of subscription based Products, will include Renewals Period until the cancellation of the Product Term in line with this Section 10), unless terminated sooner in accordance with the Agreement. Quadient’s obligations with respect to each Product will commence on February 3the date that the Order for the Product is accepted by Quadient, 2000 unless otherwise specified in the Order or in the applicable GTS Schedule. The subscription based Products are supplied for the initial fixed or minimum term noted in the Order (“Initial Period”) with automatic annual renewals thereafter on a rolling basis (each, a “Renewal Period”). Initial Period and shall be extended automatically, Renewal Period together (for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein subscription based Products) are referred to as the "“Product Term"), unless terminated earlier in accordance with ”. Neither party can terminate for convenience during the terms of this Agreement, Initial Period. A Renewal Period can be cancelled by either Party for convenience by giving to the effect that on other Party a prior written notice of 6 (six) months, such notice to expire at the first day end of each month, the remaining term Initial Term or then-current Renewal Term. Where Customer wishes to reinstate a subscription based Product after a period of this Agreement and the Executive's employment hereunder shall lapse additional reinstatement fees may be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Noticeapplicable. The Termination Notice shall indicate the specific termination provision Agreement may be terminated by either party by notice in this Agreement relied upon and set forth the facts and circumstances claimed writing to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to if the Termination Date that a dispute exists concerning the termination, the Termination Date other shall be extended until the dispute is finally determined, either by mutual written agreement commit any breach of the parties, by Agreement which breach (if capable of remedy) is not remedied within 30 (thirty) days of notification in writing or if the other shall have a binding arbitration award, receiver or by administrative receiver appointed over it or over any part of its undertaking or assets or shall pass a final judgment, order resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or decree of reconstruction) or if a court of competent jurisdictionjurisdiction shall make an order to that effect or if the other party shall become subject to an administration order or shall enter into a voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business, or in line with Section 12 (Force Majeure) or with respect to a particular Product, as provided in the applicable GTS Schedule. The Upon termination of the Agreement for any Product, Quadient will have no further obligation to provide the Product, Customer will immediately cease all use of the Product, and Customer will destroy any copies of Documentation and delete any Software in its possession or control. For clarity, termination of the provision of Support Services at the end of any given annual (or other) period shall not affect the continuation of the remainder of this Agreement nor the Customer's right to use Software. Termination Date is without prejudice to any right or remedy that may have accrued or be accruing to either party prior to termination. Any provision of this Agreement which contemplates or requires performance after the termination of this Agreement or that must survive to fulfil its essential purpose, will survive the termination and continue in full force and effect until completely performed. Termination of the Agreement shall be extended by a notice without prejudice to payment obligation of dispute only if such notice is given the Customer for in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of relation to any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce unpaid Fees for any other amounts due under this Agreementterminated Products.

Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and shall commence on February 3, 2000 perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without notice to TRUST; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's or NB MANAGEMENT's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY; (j) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST; (k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST; (l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time LIFE COMPANY desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age. (b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed NB MANAGEMENT whether LIFE COMPANY elects to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardremain in effect. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY's assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.

Term Termination. (a) A. The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one for five (15) yearyears, but shall in no event extend beyond commencing on the Retirement Age. Effective Date and expiring on the day before the fifth (b5th) Any purported termination anniversary of employment by Executive or the Company shall be communicated by a Termination NoticeEffective Date (the “Initial Term”). The Termination Notice shall indicate Following the specific termination provision in Initial Term, this Agreement relied may be renewed for three (3) successive five (5) year periods (each a “Renewal Term”), upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the partiesParties. B. Either Party may terminate this Agreement, in whole or in part, for any reason whatsoever, including convenienceIn the case of termination by the Grantor, the Grantor shall give a binding arbitration awardminimum of 1 year advance written notice; provided, however, that if this Agreement provides Grantor the right to terminate this Agreement with less notice under particular circumstances, then the applicable, shorter notice period shall apply to termination in such circumstance. The Grantee shall provide Grantor ninety (90) days’ prior written notice of termination. C. Grantor shall have the authority at any time to order and require Franchisee to remove and ▇▇▇▇▇ any Equipment that is in violation of Laws, including Grantor’s Rights-of-Way regulations, or by a final judgment, order the terms and conditions of this Agreement or decree of a court of competent jurisdictionthe permit applicable to such Equipment. The Termination Date shall be extended by a In the event that Franchisee fails to remove or otherwise bring such Equipment into compliance within thirty (30) days after receiving written notice of dispute only if the violation from Grantor, Grantor shall have the right to remove the same at Franchisee’s expense, without compensation or liability for damages to Franchisee. D. In addition to and without limiting the foregoing, Grantor may terminate this Agreement as to Equipment installed at a particular location at any time to the extent required due to emergency circumstances or circumstances posing a threat to health or safety. Such termination shall not, however, terminate this Agreement as to Equipment installed at locations that are not affected by such notice circumstances. E. If, after the termination of this Agreement, there is given any debris or material of any nature left in good faith or on the Property by Franchisee, Grantor may remove this debris or material from the site and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue Franchisee agrees to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementreimburse Grantor for its expense.

Term Termination. (a) The term This Agreement and the performance of the Executive's employment Services hereunder shall be one (1) year commence immediately upon the Closing Date and shall commence continue in full force and effect until the earlier to occur: (i) the last date on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time which a Provider is obligated to time, being herein referred provide any Service to as the "Term"), unless terminated earlier a Recipient in accordance with the terms hereof (including any extension of the term of any Service); and (ii) the mutual written agreement of the Parties hereto to terminate this AgreementAgreement in its entirety. (a) Except as otherwise set forth in the Services Schedule and without prejudice to a Recipient’s rights and remedies with respect to a Force Majeure, a Recipient may from time to time terminate this Agreement with respect to any Service in any applicable location prior to the effect that on end of the first day applicable Service Period upon providing at least thirty (30) days’ prior written notice to the Provider (unless a longer notice period is specified in the applicable Services Schedule with respect to such Service, in which case such longer notice period shall apply). From and after the early termination of each monthany Service pursuant to this Section 8(a) or the expiration of the applicable Service Period, (i) Recipient shall no longer be obligated to pay for such Service (except with respect to any Service Fees incurred up to such date); (ii) Provider shall no longer be obligated to provide such Service hereunder; and (iii) Provider shall not be required to resume the remaining term provision of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Agesuch Service upon any request by Recipient or any of its Affiliates. (b) Any purported termination Recipient may from time to time request a reduction in part of employment the scope or amount of any Service upon providing at least thirty (30) days’ prior written notice to Provider (unless a longer notice period is specified in the applicable Services Schedule with respect to such Service, in which case such longer notice period shall apply). If requested to do so by Executive or Recipient, Provider agrees to discuss in good faith appropriate reductions to the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate relevant Service Fees in light of all relevant factors, including the specific termination provision in this Agreement relied upon costs and set forth the facts and circumstances claimed benefits to provide a basis for terminationProvider of any such reductions. If the party receiving Parties fail to agree on any such reductions, such Services and the Termination Notice notifies Services Schedule shall not be changed. If the other party prior to the Termination Date that a dispute exists concerning the terminationParties agree on any such reductions, the Termination Date Services Schedule shall be extended until updated to reflect any reduced Service. In the dispute event that the effective date of the reduction of any Service is finally determineda day other than at the end of a month, either the Service Fee associated with such Service for the month in which such Service is reduced shall be pro-rated appropriately. (c) This Agreement may be terminated, in whole, or with respect to any Service or group of Services, by mutual written agreement consent of the partiesParties. If the Parties agree on any such termination of some, but not all, Services, the Services Schedule shall be updated to reflect any terminated Service. In the event that the effective date of the termination of any Service is a day other than at the end of a month, the Service Fee associated with such Service for the month in which such Service is terminated shall be pro-rated appropriately. (d) This Agreement may be terminated in whole, but not in part, by a binding arbitration awardProvider in the event that Recipient (1) defaults in the payment when due of any Service Fees and such default continues unremedied for a period of ninety (90) days after Recipient’s receipt of written notice of such default or (2) defaults in the timely payment of two or more consecutive payments of Service Fees payable pursuant to this Agreement; provided, or by however, that in no event shall Provider be entitled to terminate this Agreement if such lack of payment is due to a final judgmentgood faith dispute, order or decree the details of which Recipient has indicated to Provider in writing, and if Recipient has paid all invoiced amounts that are not the subject of a court good faith dispute. (e) Without prejudice to a Recipient’s rights and remedies with respect to a Force Majeure, a Recipient may from time to time terminate this Agreement with respect to any Service in any applicable location, in whole, but not in part, in the event that Provider has failed to perform any of competent jurisdiction. The Termination Date its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist for a period of thirty (30) days after receipt by the Provider of written notice of such failure submitted by the Services Manager to the defaults in the payment when due of any Service Fees and such default continues unremedied for a period of thirty (30) days after Recipient’s receipt of written notice of such default; provided, however, that if the failure to so perform is the subject of a pending good faith dispute, the Recipient’s right to terminate this Agreement with respect to such Service shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues suspended until the resolution of such dispute dispute. (f) Each Party shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by written notice to the other if the other Party is unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other Party or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other Party or the other Party enters into or proposes any arrangement or settlement with reasonable diligence. Notwithstanding its creditors generally or anything analogous to the pendency foregoing occurs in any applicable jurisdiction. (f) Upon termination of any such disputeService pursuant to this Agreement, the Company will continue relevant Provider shall reduce for the next monthly billing period the amount of the Service Fee for the category of Services in which the terminated Service was included (such reduction to pay Executive his full compensation reflect the elimination of all costs incurred in effect when connection with the notice giving rise terminated service to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when extent the Termination Notice giving rise same are not required to provide other Services to the dispute was givenRecipient), until and, upon request of the dispute is finally resolved in accordance Recipient, the Provider shall provide the Recipient with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against documentation or reduce any other amounts due under this Agreementinformation regarding the calculation of the amount of the reduction.

Term Termination. (a) The Company hereby employs Executive and Executive accepts such employment for a term of five (5) years commencing effective as of January 1, 2002 and ending January 1, 2007, unless the Executive's ’s employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless is terminated earlier in accordance with the terms of this Agreement, Agreement (such period of employment being hereafter referred to as the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age“Term”). (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year two years and shall commence on February 3November 1, 1999 and on November 1, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3December 1, 2001 2000 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that after November 1, 2000 on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Term Termination. 8.1 This Agreement shall become effective as of the Effective Date and shall continue to be effective until either the Study is completed or terminated or the Agreement is terminated in accordance with this section. It is anticipated that this study should be completed by [DATE]. 8.2 This Agreement may be terminated by either party for any reason upon a thirty (30) day prior written notice. Termination shall not relieve any party of its obligations accrued prior thereto. If the study is terminated purely for business reasons and CCTG wishes to complete the Study with its own resources, the parties agree to enter into negotiations at that time for the purpose of establishing a temporary supply of the study medication and to adjust the budget of the Study. 8.3 CCTG retains the right to terminate this study for good and sufficient reasons at any time. Such reasons could include risk to patient safety, unsatisfactory patient enrollment or a decision of a regulatory agency. In addition, the Study may be terminated, on written notice, in the following circumstances: (a) The term by either party, if regulatory authorization and approval to conduct the Study is withdrawn; (b) by either party, if any adverse reaction or side effect associated with the conduct of the Executive's employment hereunder shall be one Study is sufficient in the opinion of the terminating party, acting reasonably, to warrant termination of the Study; (c) by either party, if the other party has breached any material obligations pursuant to this Agreement and has failed to remedy such breach within ten (10) days after notice in writing, or if the nature of the breach reasonably requires more than ten (10) days to remedy, if the party in default fails to commence to remedy the breach within ten (10) days or there after fails to diligently pursue the remedy to completion. 8.4 Following termination of this Agreement: (1) year and Company shall commence on February 3reimburse CCTG all sums due under the Payment Schedule up to the date of termination and, 2000 and shall be extended automatically, for so long as except in the Executive remains employed case of termination by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time pursuant to time, being herein referred to as the "Term"Section 8.3(c), unless terminated earlier reimburse CCTG for any prepaid, committed or accrued expenses of CCTG incurred in accordance with the terms of this Agreement, to the effect provided that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond shall Company be responsible for expenses in excess of those set forth in the Retirement Age.Budget attached as Appendix B; and, (b2) Any purported termination of employment unused and uncommitted funds previously paid by Executive or the Company to CCTG shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed refunded to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementCompany.

Term Termination. (a) The term of the Executive's employment hereunder shall be This Agreement has an initial one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, term starting on the Effective Date. After the first day of each month beginning January 3year, 2001 this Agreement renews automatically on its anniversary date for an additional one-month period successive one year terms. Either party may terminate this Agreement by giving the other party thirty (such period30) days' written notice or may terminate it immediately and without prior notice for Cause, as it defined below. Cause includes non-payment of any amount when due; a material violation of law; a breach of a material term of this Agreement; a material adverse change in Client's financial position or operations; Client's inability to pay its debts as they become due in the ordinary course of business; Client's assigning Worksite Employees to operations which contain a workers' compensation code different from that disclosed prior to executing this Agreement without TotalSource's prior consent; filing for relief under the Bankruptcy Code; seeking the appointment of a receiver or trustee; or dissolving the entity. Upon termination, TotalSource has all rights and remedies available under law, whether in law or in equity, including, but not limited to, and without further notice or demand to Client: (i) acceleration of all obligations, together with all accrued, unpaid charges, so that they are immediately due and payable and may be extended collected immediately regardless of the due date; and (ii) to set off and deduct any amount due from time any account or deposit that Client may have with TotalSource or other monies to timewhich TotalSource may be entitled from Client (including a letter of credit). Any termination shall not relieve Client of any obligation, being herein referred including but not limited to, its payment obligation to as the "Term"), unless terminated earlier in accordance with the terms TotalSource. 10 <PAGE> (10)(A) THE PARTIES' OBLIGATIONS UPON TERMINATION. Upon termination of this Agreement, the PEO arrangement ends. If the termination is because of breach of Agreement for non-payment, TotalSource has the first right to offer continued employment to the effect that on former Worksite Employees and to reassign the first day individuals to another worksite. Under all other circumstances, Client has the right to offer continued employment to the former Worksite Employees. If Client fails to continue employment of each monthany person, TotalSource has the remaining term right to offer continued employment. Client agrees to immediately notify the former Worksite Employees in writing about the termination of this Agreement and its effect, including the Executivechange in employment status and the fact that they are no longer covered by TotalSource's employment hereunder shall be one (1) year, but shall in no event extend beyond workers' compensation policy. TotalSource will cause the Retirement Age. (b) Any purported termination of employment by Executive or all insurance policies and/or endorsements covering Client and the Company shall be communicated by a Termination NoticeWorksite Employees (e.g., workers' compensation, health coverage, EPLI, etc.). The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning At the termination, as the Termination Date shall be extended until sole employer, Client becomes immediately responsible for payroll, workers' compensation, vacation, sick leave, employee benefits, etc., for the dispute employees. TotalSource will provide Client with the necessary information so that it may resume full employer responsibilities. TotalSource is finally determined, either by mutual written agreement not obligated to provide this information if the termination of this Agreement is because of non-payment. As a result of the partiestermination, by a binding arbitration award, or by a final judgment, order or decree TotalSource is responsible for offering COBRA coverage. Upon termination of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement, Client agrees that it is responsible for obtaining comparable replacement health care coverage for the Worksite Employees and is responsible for promptly advising TotalSource when such coverage is obtained.

Term Termination. [ ] [ ] (a) The term of this Agreement shall commence upon the Executive's employment date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be one (1) from [ ]. The contract may be renewed subsequently in one-year and shall commence on February 3, 2000 and shall increments as follows: The second contract period will be extended automatically, for so long from will be from consent of CONSULTANT AND CITY/DISTRICT as the Executive remains employed approved by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time City Council/District Board. CONSULTANT shall not commence Services or work until a Notice to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement AgeProceed is issued by CITY/DISTRICT. (b) Any purported termination Notwithstanding the provisions of employment by Executive (a) above, CITY/DISTRICT may with or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision without cause, direct CONSULTANT to suspend, delay or interrupt Services, in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis whole or in part, for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement such periods of time as CITY/DISTRICT may determine in its sole discretion. (c) CITY/DISTRICT may terminate performance of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due Services under this Agreement in whole, or from time to time in part, for default, should CONSULTANT commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of CITY/DISTRICT’s written notice to CONSULTANT demanding such cure, in which case CONSULTANT shall not be offset against liable to CITY/DISTRICT for all loss, cost, expense, damage and liability resulting from such breach and termination. (d) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or reduce from time to time in part, for convenience, whenever CITY/DISTRICT determines that such termination is in CITY/DISTRICT’s best interests, in which case CONSULTANT shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Agreement would otherwise provide, but may recover no other cost, damage or expense. CONSULTANT shall continue its work throughout the course of any other amounts due under dispute, and CONSULTANT’s failure to continue work during a dispute shall be a material breach of this Agreement.

Term Termination. (a) The term This Agreement shall be deemed effective with your execution of the ExecutiveOrder Confirmation provided to you in conjunction with your order of the Software (the “Order”) and is no way contingent upon or connected to the successful implementation of the Software. This Agreement shall remain in effect for the period set forth in the Order (the “Initial Term”). Prior to the end of the Initial Term or a Renewal Term (as defined, below), as applicable, MIC may invoice you for license fees, related fees, and taxes relating to a subsequent consecutive term and upon your payment of such fees and taxes, this Agreement shall automatically renew for subsequent renewal periods of 90 days after the Initial Term (each a “Renewal Term” and collectively, with the Initial Term, the “Term”). You or MIC can terminate the renewal of this Agreement by providing written notice of such termination to the other party a minimum of 30 days prior to the applicable renewal date. MIC may terminate this Agreement at any time upon your failure to comply with any term or condition set forth in this Agreement. MIC also reserves the right to terminate this Agreement and cancel any obligation it has hereunder to deliver any manufacturer's employment hereunder shall be one data or to provide communications links to any manufacturer if for any reason: (1) year you cease to be an authorized dealer of such manufacturer and shall commence on February 3, 2000 and shall such manufacturer requires that you be extended automatically, for so long as an authorized dealer in order to access the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period data; or (2) MIC's contract with such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term manufacturer is terminated. Upon termination of this Agreement for any reason including non-payment of license or subscription fees you agree to refrain from accessing or using the Software and to promptly return any hard copy of the Executive's employment hereunder shall be one (1) yearlicensed Software and Documentation together with all copies, but shall modifications or portions of them in no event extend beyond any form to MIC and to promptly destroy and delete any electronic copy of the Retirement Age. (b) Any purported termination of employment by Executive licensed Software and Documentation together with all modifications or the Company shall be communicated by a Termination Noticeportions thereof and to certify in writing that such destruction and/or deletion has been completed. The Termination Notice shall indicate the specific termination provision in If this Agreement relied upon is terminated at any time for any reason, you will remain responsible for payment of all fees and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior taxes owed hereunder that relate to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement remaining portion of the partiesthen applicable Term including payment associated with any additional licenses, by a binding arbitration award, discounts or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementpromotions.

Term Termination. A. Unless terminated sooner as hereinafter provided, the initial term of employment of Executive under this Agreement shall be for a period of three (a3) years from the Effective Date hereof (the "Initial Term"). The term of the Executive's employment hereunder of Executive shall be continue thereafter for an additional one (1) year period commencing on the third anniversary of the Effective Date, unless either party has notified the other no later than three (3) months prior to that third anniversary that he or it does not wish to continue the term of employment of Executive under this Agreement or unless Executive's employment is terminated sooner as hereinafter provided. Thereafter, Executive's term of employment under this Agreement shall continue for additional one (1) year periods, unless either party has notified the other no later than three (3) months prior to the end of any of those additional one (1) year periods that he or it does not wish to continue Executive's term of employment under this Agreement or unless Executive's term of employment is terminated sooner as hereinafter provided. B. The Corporation may terminate the employment of Executive hereunder (i) for Cause (as defined below) at any time and shall commence without prior notice or (ii) for any other reason on February 3two (2) weeks notice in writing to Executive. 1. If the Corporation terminates Executive's employment for Cause or pursuant to Article IV.D. hereof, 2000 then the Corporation shall, within fifteen (15) days after the termination date, pay Executive all accrued and shall be extended automaticallyunpaid Salary and benefits (including accrued but unused vacation time) through the termination date. 2. If the Corporation terminates Executive's employment other than for Cause or pursuant to Article IV.D. hereof, for so long as the Executive remains employed by the Company then in lieu of any other payments otherwise recurred hereunder, on the first day of each month beginning January 3Corporation shall, 2001 for an additional one-month period (such periodsubject to Executive's compliance with Article V hereof, pay Executive, as it may be extended from liquidated damages and not as a penalty, (a) within fifteen (15) days after the termination date, all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date and (b) the lesser of (i) an amount equal to his Salary payments at the time to time, being herein referred to as of the "Term"), unless terminated earlier termination in accordance with the terms Corporation's then payment policy, and benefits provided for herein during the six-month period following the termination date, and (ii) the entire amount of the Salary remaining due and payable from the date of such termination to the scheduled expiration of this Agreement; provided however, that if such termination occurs prior to the first anniversary of the Effective Date, then in addition to the items referred to in subsections (a) and (b) above, Executive shall be entitled to continue to receive, in accordance with the Corporation's then payment policy, an amount equal to his Salary payments and, to the effect that on the first day of each monthextent Executive is not otherwise employed, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was givenhealth benefits, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementfirst anniversary of the Effective Date.

Term Termination. A. Unless terminated sooner as hereinafter provided, the initial term of employment of Executive under this Agreement shall be for a period of three (a3) years from the Effective Date hereof (the "Initial Term"). The term of the Executive's employment hereunder of Executive shall be continue thereafter for an additional one (1) year period commencing on the third anniversary of the Effective Date, unless either party has notified the other no later than three (3) months prior to that third anniversary that he or it does not wish to continue the term of Executive under this Agreement or unless Executive's employment is terminated sooner as hereinafter provided. Thereafter, Executive's term of employment under this Agreement shall continue for additional one (1) year periods, unless either party has notified the other no later than three (3) months prior to the end of any of those additional one (1) year periods that he or it does not wish to continue Executive's term of employment under this Agreement or unless Executive's term of employment is terminated sooner as hereinafter provided. B. The Corporation may terminate the employment of Executive hereunder (i) for Cause (as defined below) at any time and shall commence without prior notice or (ii) for any other reason on February 3two (2) weeks notice in writing to Executive. 1. If the Corporation terminates Executive's employment for Cause or pursuant to Article IV.D. hereof, 2000 then the Corporation shall, within fifteen (15) days after the termination date, pay Executive all accrued and shall be extended automaticallyunpaid Salary and benefits (including accrued but unused vacation time) through the termination date. 2. If the Corporation terminates Executive's employment other than for Cause or pursuant to Article IV.D. hereof, for so long as the Executive remains employed by the Company then in lieu of any other payments otherwise required hereunder, on the first day of each month beginning January 3Corporation shall, 2001 for an additional one-month period (such periodsubject to Executive's compliance with Article V hereof, pay Executive, as it may be extended from liquidated damages and not as a penalty, (a) within fifteen (15) days after the termination date, all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date and (b) the lesser of (i) an amount equal to his Salary payments at the time to timeof the termination, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms Corporation's then payment policy, and benefits provided for herein during the six-month period following the termination date, and (ii) the entire amount of the Salary remaining due and payable from the date of such termination to the scheduled expiration of this Agreement; provided, however, that if such termination occurs prior to the first anniversary of the Effective Date, then in addition to the items referred to in subsections (a) and (b) above, Executive shall be entitled to continue to receive, in accordance with the Corporation's then payment policy, an amount equal to his Salary payments and, to the effect that on the first day of each monthextent Executive is not otherwise employed, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was givenhealth benefits, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementfirst anniversary of the Effective Date.

Term Termination. (a) The term of this Agreement will begin on the Executive's employment hereunder shall be one (1) year later of the Resignation Date or the Effective Date and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, will end on the first day anniversary thereof (the “Consulting Period End Date”) Resignation Date or upon earlier termination of each month beginning January 3the Agreement as provided below (the “Term”). The Company may terminate this Agreement for any reason effective 30 days, 2001 for an additional one-month period (such periodor as otherwise mutually agreed, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms after delivery of this Agreement, a written notice of termination to the effect that on the first day of each month, the remaining term of Consultant. The Consultant may terminate this Agreement and for any reason effective 30 days, or as otherwise mutually agreed, after delivery of a written notice of termination to the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement AgeCompany. (b) Any purported Upon the termination of employment by Executive or this Agreement for any reason, the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate remain obligated to pay the specific Consultant any Consulting Fee earned through the date of termination provision in this Agreement relied upon and any unpaid business expenses that are reimbursable as set forth in Section 2(a); provided, that the facts Company will only be obligated to reimburse the Consultant for an unpaid business expense to the extent evidence of the expense is submitted to the Company within thirty (30) days of termination of this Agreement. (c) If (i) the Company materially breaches this Agreement, which material breach has not been cured (or cannot be cured) within thirty (30) days after the Consultant gives written notice to the Company regarding such material breach (a “Material Breach”) and circumstances claimed (ii) following expiration of such cure period and prior to provide the Consulting Period End Date, the Consultant terminates this Agreement, then the Company shall pay to the Consultant any then-unpaid portion of the Consulting Fee in a basis for lump sum within thirty (30) days following the date of such termination, and the New Option (as defined on Exhibit A to this Agreement) shall vest in full immediately. If the party receiving the Termination Notice notifies the other party Consultant terminates this Agreement prior to the Termination Consulting Period End Date that other than after a dispute exists concerning the terminationMaterial Breach, except as set forth in Section 5(b), the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement Consultant will forfeit any then-unpaid portion of the partiesConsulting Fee and any then-unvested portion of the New Option. (d) If the Company terminates this Agreement for any reason other than for Cause (as defined below) prior to the Consulting Period End Date, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, then (x) the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given Consultant 60% of any then-unearned portion of the Consulting Fee, payable in a lump sum within thirty (30) days following the date of termination and Executive shall continue as a participant (y) the New Option will immediately vest in all Award Plans and Benefit Plans in which Executive participated when full. If the Termination Notice giving rise Company terminates this Agreement for Cause prior to the dispute was givenConsulting Period End Date, until except as set forth in Section 5(b), the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.Consultant will forfeit any

Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3January 1, 2000 2001 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 31, 2001 2002 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Term Termination. (a) The term of the Executive's ’s employment hereunder shall be one (1) year and shall commence on February 3, 2000 the date hereof and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 that begins after the date of this Agreement for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "“Term"”), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's ’s employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Term Termination. (a) The term This Agreement shall commence as of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, Effective Date set forth on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term page of this Agreement and the Executive's employment hereunder shall be continue in effect for one (1) year with automatic yearly renewals for up to 2 additional years upon written agreement each year,, but shall at which time it will automatically terminate unless specifically extended by both parties in no event extend beyond the Retirement Age. (b) Any purported termination writing. Either party may also without prejudice to any of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in its other rights, terminate this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies at any time by giving the other party a 90 days prior notice in that respect. In case of termination of this Agreement by The Company pursuant to the provision hereof, the latter agrees and undertakes to pay in full for all Services rendered by The Consultant prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are termination date in addition to all other amounts due any financial commitments and expenses made by The Consultant within the carrying out of its duties hereunder. Any invoices during the 90 day "termination period" will be heavily scrutinized to ensure orders are of normal or historical trends. Any commission deemed beyond normal trends will not be paid. The Company agrees to pay The Consultant, upon termination pursuant to this provision, a compensation as a result of the impact of such termination on the image and credibility of The Consultant towards third parties, and of the damage incurred, loss of profit or goodwill, amounting to two months' fees, not including commissions of for each year of the execution of the services. Termination of this Agreement by any party shall not terminate the confidentiality obligations of Article 5, indemnification obligations pursuant to Article 11 or any of the general obligations or provisions pursuant to Article 12 of this Agreement. In case the obligations under this Agreement and contract become either impossible or very difficult to perform wholly or partly due to force majeure, this contract shall be automatically suspended for the length of the force majeure. Should, however, force majeure continue for a period exceeding three months then this contract will be considered as terminated without need to any notification. The parties will however endeavor to give notice to each other in this respect. Any change in i) the control or ii) the reorganization or iii) the management of both companies shall not be offset against or reduce considered a case of force majeure, and therefore both parties shall comply with their contractual obligations as provided for in this Agreement. Article 8 - Breach: Any breach of any provision of this Agreement shall entitle the non-breaching party to terminate this Agreement forthwith without the need to any other amounts due under this Agreement.notice to the breaching party and shall be compensated by the latter to the amount of $5,000. Article - 9

Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY’s reasonable judgment, materially impair TRUST’s ability to meet and shall commence on February 3, 2000 perform TRUST’s obligations and duties hereunder or N&B MANAGEMENT’s ability to manage any Portfolio. Prompt notice of such election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, for so long upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST’s reasonable judgment, materially impair LIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) In the event TRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the Executive remains employed underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the Company hereunder, on option of TRUST if the first day of each month beginning January 3, 2001 for an additional one-month period (such periodVariable Contracts cease to qualify as annuity contracts or life insurance contracts, as it applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be extended effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY’s breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from time to time, being herein referred to as the "Term"registration is available), unless terminated earlier issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice; (j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the Variable Contracts, provided LIFE COMPANY has given TRUST forty-five (45) days’ notice of the date of such substitution; (k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice; (1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (limited to shares of the Portfolios designated in Appendix B), as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age. (b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until remain in effect. The parties agree that this Section 8.3 shall not apply to any terminations of this Agreement by the dispute is finally determinedTRUST, either by mutual written agreement of the parties, by a binding arbitration awardMANAGERS TRUST or N&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY’s assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.

Term Termination. (a) The term obligations of the Executive's employment hereunder parties under this agreement shall be one commence on the Closing Date as defined in the Purchase and Sale Agreement date and, subject to the termination provisions set forth in this Agreement, shall continue until the later of (1) year the date which is 30 days after the official commencement of the operations of the NEPOOL spot markets for installed capacity, operable capacity, energy, spinning and shall commence on February 3non-spinning reserves and automatic generator control, 2000 and shall be extended automatically, for so long as the Executive remains employed signified by the Company hereunder, on the first day that resources are allowed to bid into each market on a non-trial or non-experimental basis, and 2) the Retail Access Date, but in no event will termination occur within six (6) months of each month beginning January 3the Closing Date. The Company will provide Seller on a monthly basis its most current 5 forecast of the Retail Access Date and the commencement date of the operations of the NEPOOL spot markets. Notwithstanding the foregoing, 2001 Company may terminate this Agreement at any time by providing six (6) months written notice but in no event will termination occur within six (6) months of the Closing Date. In addition, the applicable provisions of this Agreement shall remain in effect after termination hereof to the extent necessary to provide for final ▇▇▇▇▇▇▇▇, billing adjustments, and payments. In the event that Company has not completed the standard offer auction by the Retail Access Date, Seller and Company shall enter into good faith negotiations for an additional oneextension of this Agreement upon written notification to Seller by Company, which notification shall occur no less than forty-month period five (such period, 45) days prior to the Retail Access Date. The extension shall be on the same terms as it this Agreement provided that the price and term may be extended from time modified. Notwithstanding the foregoing, neither Seller nor Company shall be obligated to time, being herein referred to as enter into an extension of this Agreement. In the "Term"), unless terminated earlier in accordance with event that the terms Retail Access Date has not occurred one year after the effective date of this Agreement, to Seller at its own discretion may apply for a cost of service tariff with FERC, which Company shall substitute for the rate in effect at that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Agetime if approved. (b) Any purported termination If the MDPU or any reviewing court or governmental agency, imposes any condition, limitation or qualification under any provisions of employment by Executive law which, individually or in the aggregate, precludes Company shall be communicated by a Termination Notice. The Termination Notice shall indicate or Seller from performing this Agreement, then the specific termination provision in precluded party may, at its option, terminate this Agreement. (c) Notwithstanding the foregoing, the obligations of the Parties under this Agreement relied are subject to and contingent upon receipt and set forth approval (in each Party's sole discretion) of an order of the facts MDPU approving this Agreement and circumstances claimed to provide a basis for termination. If an order of the party receiving the Termination Notice notifies the other party FERC accepting this Agreement. (d) Thirty (30) days prior to the Termination Date that expected termination date of this Transition Agreement Company will have the ability to exercise a dispute exists concerning "call option" for the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement installed Capacity of the partiesFacilities. This call option will provide Company with the right to contract for this installed Capacity for up to 12 months to satisfy requirements imposed upon it resulting from it being deemed a Load Serving Entity by the ISO-NE. This call option will be for up to the full Capacity value of the Facilities, less the amount of Capacity bid by a binding arbitration award, or Seller and accepted by a final judgment, order or decree of a court of competent jurisdictionCompany to serve Company's standard offer service. The Termination Date shall amount of Capacity to be extended by a notice of dispute only if such notice is given in good faith contracted for and the party giving such notice pursues number of months for the resolution term of such dispute with reasonable diligence. Notwithstanding the pendency of any such disputepurchase will be determined by Company upon exercising the option, and the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts price paid under this subsection are in addition to all other amounts due under this Agreement and shall not the contract will be offset against or reduce any other amounts due under this Agreement$8.00 (eight dollars) per kW per month.

Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement shall commence as of the date of first disclosure of Confidential Information by the Owner [or commence on the date of this Agreement] and shall end on , 20 [or years after the Executivefinal return or destruction of all Confidential Information as provided below]. Upon the earlier of , 20 , or Owner's employment hereunder shall request, Recipient will either return or, if requested by Owner, destroy all copies of any media or materials containing Confidential Information; [provided that It is not essential that the Confidentiality Agreement include a specific term or termination date; the confidentiality obligations can extend indefinitely (unless applicable law, in the rare case, provides otherwise). Nonetheless, it is not unusual for a Confidentiality Agreement to include such a provision. The termination date gives the Recipient practical assurance that its confidentiality obligations have Recipient may, if it so notifies Owner, retain a limited number of copies for archival purposes only for reference with respect to the prior dealings between the parties]. Upon Owner's request, Recipient agrees to certify it has completed such requested action. ended. In some cases, it may be one unrealistic to expect certain kinds of confidential information to have significance, or to still be secret, after a certain time in the future. The termination date can be defined based on the expiration of a specified period of time following (1) yearthe date of execution of the Confidentiality Agreement; (2) the date of the Owner's disclosure of the relevant Confidential Information to the Recipient; or (3) the date of the Recipient's final return or destruction of all media and materials containing the Confidential Information. Obviously, these options are progressively more beneficial to the Owner. Note the separate issue of whether the Confidentiality Agreement provides only for protection of the Confidential Information after the commencement date for the term of the Confidentiality Agreement. Such a limitation may be administratively useful for the Recipient, but shall in no event extend beyond the Retirement Age. (b) Any purported termination Owner should be on guard against the possibility the Owner could have disclosed the Confidential Information to the Recipient prior to the commencement date for the term of employment by Executive or the Company shall be communicated by a Termination NoticeAgreement. The Termination Notice shall indicate same issue comes up if the specific termination provision in this statement of exceptions for public information (see Item 4) includes as public information any information that was obtained by the Recipient prior to the commencement date of the Confidentiality Agreement. Sometimes the Confidentiality Agreement relied will provide that the Recipient may no longer use the Confidential Information, and that the Recipient is obligated to return or destroy all media and materials containing any Confidential Information, at a specified time or upon and set forth the facts and circumstances claimed to provide a basis for terminationOwner's request, whichever comes first. If the party receiving parties agree to such a provision, it is typical for the Termination Notice notifies Owner also to have the other party prior right to require the Termination Date Recipient to certify, upon the Owner's request, that a dispute exists concerning the termination, Recipient has indeed returned or destroyed all media and materials containing any Confidential Information. Certification has the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement value of demonstrating that an individual representative of the parties, by a binding arbitration award, or by a final judgment, order or decree Recipient has determined to his own satisfaction that the Recipient is in compliance with the requirements of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given the Confidentiality Agreement in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementregard.

Term Termination. (a) The This Participation Agreement shall have a term ending on the Additional Credit Line Termination Date (as such term is defined in Amendment No. 2) unless terminated by North Mill at any time, upon not less than ten (10) days notice to Participant provided, that the terms and conditions hereof shall continue to govern the rights of the Executive's employment parties hereto with respect to all amounts advanced hereunder as of such Additional Credit Line Termination Date. As of the effective date set forth in such notice, Participant shall cease to be one (1) year obligated to make and North Mill shall commence on February 3, 2000 and shall cease to be extended automatically, for so long as the Executive remains employed by the Company obligated to accept additional contributions hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or Notwithstanding the Company foregoing; this Participation Agreement shall be communicated by a Termination Noticeapplicable both before and after the commencement of any Bankruptcy Case and all converted and succeeding cases in respect thereof. The Termination Notice shall indicate the specific termination provision relative rights, as provided for in this Agreement relied upon Participation Agreement, of North Mill and set forth Participant to payment of the facts Advances and circumstances claimed in or to provide a any distributions from or in respect of any Collateral or proceeds of Collateral or other Collections shall continue after the commencement of any such Bankruptcy Case on the same basis for termination. If the party receiving the Termination Notice notifies the other party as prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement date of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency commencement of any such disputeBankruptcy Case, as provided in this Agreement, subject to any court order approving the Company will financing of Borrower on the same terms and conditions presently set forth in the Agreements or use of cash collateral by Borrower as a debtor-in-possession. If Borrower shall become subject of a Bankruptcy Case and an Order is entered authorizing the use of cash collateral or if North Mill wishes to provide financing to Borrower secured by the Collateral and other property of Borrower as debtor-in-possession under either Section 363 or 364 of the Bankruptcy Code (“DIP Financing”), then Participant’s Participation shall continue to pay Executive his full compensation in effect when the notice giving rise with respect to the dispute was given DIP Financing and Executive Participant shall continue as a participant in have all Award Plans of the rights and Benefit Plans in which Executive participated when the Termination Notice giving rise obligations with respect to the dispute was given, until the dispute is finally resolved DIP Financing as are set forth in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. 6.2 North Mill shall have the option as of the effective date of such notice described in Section 6.1(a) to repay to Participant the outstanding balance of the Participant’s Investment, plus Participant’s Agreed Compensation at the rate provided for in paragraph VIII hereto. The parties shall thereupon be relieved of any further liability to the other in connection herewith, except that the provisions of Section 3.9 shall subsist after termination hereof. North Mill may enter into additional Transactions with Borrower after the effective date of such notice and such additional Transactions shall be for North Mill’s own account, and Participant shall have no rights or interest therein or liability therefor.

Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and This Agreement shall commence on February 3the Effective Date and shall continue through December 31 of the current year, 2000 and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be extended automatically, for so long as deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the Executive remains employed by the Company hereunder, payment terms indicated on the first day renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of each month beginning January 3any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, 2001 for an additional one-month period (such periodbut not the obligation, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with enforce the terms of this AgreementAgreement against any of its members, to the effect that on the first day of each month, the remaining term of including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90-days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this agreement within 10 business days of notice of such breach. For the Executive's employment hereunder avoidance of doubt, failure to adhere to a Funding Agency-selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve months of the Effective Date, shall be one (1) year, but shall in no event extend beyond the Retirement Agedeemed to be a material breach. (be) Any purported termination of employment by Executive or CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the Company shall be communicated by a Termination NoticeCHORUS Service. The Termination Notice Publisher Member shall indicate have an opportunity to be heard under such reasonable procedures as the specific termination provision Board may determine in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the terminationits good faith; however, the Termination Date decision to terminate shall be extended until rest solely with CHORUS. f) Notwithstanding the dispute is finally determinedforegoing, either by mutual written agreement CHORUS reserves the right to temporarily suspend any part of the parties, by a binding arbitration award, CHORUS Service or by a final judgment, order to temporarily or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given permanently remove links to any Article upon determination in good faith and CHORUS’s sole discretion that the party giving such notice pursues the resolution continuation of such dispute aspect of the CHORUS Service (generally or with reasonable diligencerespect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). Notwithstanding In the pendency event of any such disputesuspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the Company will continue right to pay Executive his full compensation in effect when require CHORUS to remove links to any Article upon determination by the notice giving rise Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementPublisher Member.

Term Termination. (a) The This Participation Agreement shall have a term ending on the Additional Credit Line Termination Date (as such term is defined in Amendment No. 2) unless terminated by North Mill at any time, upon not less than ten (10) days notice to Participant provided, that the terms and conditions hereof shall continue to govern the rights of the Executive's employment parties hereto with respect to all amounts advanced hereunder as of such Additional Credit Line Termination Date. As of the effective date set forth in such notice, Participant shall cease to be one (1) year obligated to make and North Mill shall commence on February 3, 2000 and shall cease to be extended automatically, for so long as the Executive remains employed by the Company obligated to accept additional contributions hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or Notwithstanding the Company foregoing; this Participation Agreement shall be communicated by a Termination Noticeapplicable both before and after the commencement of any Bankruptcy Case and all converted and succeeding cases in respect thereof. The Termination Notice shall indicate the specific termination provision relative rights, as provided for in this Agreement relied upon Participation Agreement, of North Mill and set forth Participant to payment of the facts Advances and circumstances claimed in or to provide a any distributions from or in respect of any Collateral or proceeds of Collateral or other Collections shall continue after the commencement of any such Bankruptcy Case on the same basis for termination. If the party receiving the Termination Notice notifies the other party as prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement date of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency commencement of any such disputeBankruptcy Case, as provided in this Agreement, subject to any court order approving the Company will financing of Borrower on the same terms and conditions presently set forth in the Agreements or use of cash collateral by Borrower as a debtor-in-possession. If Borrower shall become subject of a Bankruptcy Case and an Order is entered authorizing the use of cash collateral or if North Mill wishes to provide financing to Borrower secured by the Collateral and other property of Borrower as debtor-in-possession under either Section 363 or 364 of the Bankruptcy Code (“DIP Financing”), then Participant’s Participation shall continue to pay Executive his full compensation in effect when the notice giving rise with respect to the dispute was given DIP Financing and Executive Participant shall continue as a participant in have all Award Plans of the rights and Benefit Plans in which Executive participated when the Termination Notice giving rise obligations with respect to the dispute was given, until the dispute is finally resolved DIP Financing as are set forth in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. 6.2 North Mill shall have the option as of the effective date of such notice described in Section 6.1(a) to repay to Participant the outstanding balance of the Participant’s Investment, plus Participant’s Agreed Compensation at the rate provided for in paragraph VIII hereto. The parties shall thereupon be relieved of any further liability to the other in connection herewith, except that the provisions of Section 3.9 shall subsist after termination hereof. North Mill may enter into additional Transactions with Borrower after the effective date of such notice and such additional Transactions shall be for North Mill’s own account, and Participant shall have no rights or interest therein or liability therefor.

Term Termination. (aNotwithstanding any provision(s) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, Agreement to the effect that on the first day of each monthcontrary, the remaining term of this Agreement and the Executive's Employee’s employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or with the Company shall be communicated by a Termination Noticeon an “at will” basis, meaning that either party hereto may terminate the Employee’s employment with the Company at any time and for any reason; provided, that, the terminating party provides at least sixty (60) days advance written notice. The Termination Notice Upon termination of Employee’s employment hereunder for any reason whatsoever, all obligations of the Company hereunder shall indicate cease upon such termination, except (a) its obligation to pay the specific termination provision in this Agreement relied upon and base salary set forth in Section 3 through the facts date of such termination prorated through the date of such termination, and circumstances claimed (b) its obligations to provide a basis for terminationthe benefits set forth in Section 6 through the date of such termination and to comply with any and all state and federal laws and regulations applying to such benefits. If the party receiving the Termination Notice notifies the other party prior In addition to the Termination Date that a dispute exists concerning foregoing, in the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree event of a court termination of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute Employee’s employment with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when for any reason other than for cause (as defined below) or the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was givenresignation of Employee, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all the other amounts due under this Agreement obligations payable to Employee pursuant to the preceding sentence, Employee shall be entitled to receive as severance hereunder his base salary for an additional sixty (60) days from the date of termination. For purposes hereof the term “cause” shall mean: (i) the Employee’s theft or falsification of any the Company’s documents or records; (ii) the Employee’s improper use or disclosure of the Company’s Confidential Information; (iii) any action by the Employee which has a detrimental effect on the Company’s reputation or business; (iv) the Employee’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and shall a reasonable opportunity to cure, such failure or inability; (v) any material breach by the Employee of any agreement between the Employee and the Company related to the Employee’s employment with the Company, which breach is not be offset against cured pursuant to the terms of such agreement; or reduce (vi) the Employee’s conviction (including any other amounts due under this Agreementplea of guilty or nolo contendere) of any felony or criminal act involving moral turpitude which impairs the Employee’s ability to perform his or her duties with the Company.

Term Termination. (a) A. The term of this license shall begin on the Executive's employment hereunder effective date of this Agreement and continue perpetually unless this Agreement is terminated as provided herein or as permitted by law. B. If Licensee has paid ▇▇▇▇ all of the fees specified in Section 4A, Licensee may terminate this Agreement at any time by giving at least ninety (90) days written notice of such termination to ▇▇▇▇. Such a notice shall be one accompanied by a statement of the reasons for the termination. C. If Licensee at any time defaults in the timely payment of any monies due to ▇▇▇▇ or commits any breach of any other covenant herein contained, and Licensee fails to remedy any such breach or default within ninety (190) year days after written notice thereof by ▇▇▇▇, or if Licensee commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not dismissed within sixty (60) days, or offers any component of the Materials to its creditors, ▇▇▇▇ may, at its option, terminate this Agreement and shall commence on February 3, 2000 and shall be extended automatically, for so long as any license granted hereunder by giving notice of termination to Licensee. D. Upon the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms termination of this Agreement, Licensee shall cease any use of the Materials for any purpose, at which time all of the Materials and “Derivative Materials” shall be entirely destroyed, unless provision for their preservation is expressly made by written agreement with ▇▇▇▇. Derivative Materials as used herein shall mean any other materials or products that are derived from, are produced by use of, or that wholly or partially incorporate the Materials. E. Upon the termination of this Agreement, Licensee shall remain obligated to provide an accounting for and to pay royalties earned up to the effect that on date of the first day termination and any minimum royalties shall be prorated as of each monththe date of termination by the number of days elapsed in the applicable calendar year. F. Waiver by either party of a single breach or default, the remaining term or a succession of breaches or defaults, shall not deprive such party of any right to terminate this Agreement and in the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against subsequent breach or reduce any other amounts due under this Agreementdefault.

Term Termination. 5.1 This Agreement shall become effective upon acceptance by Bank and shall remain in effect for two (a2) The term year from the effective date thereof. This Agreement shall automatically renew for like periods of two (2) year unless ▇▇▇▇▇▇▇▇ gives written Notice of Termination no more than sixty (60) days and no less than thirty (30) days before the end of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement or any renewal thereof. Bank or BCC may terminate this Agreement immediately without prior notice if (i) either party has reason to believe that fraudulent Card Transactions are occurring at any merchant location; (ii) either party has reason to believe that any activity prohibited by this Agreement or any Card Association Rules or Regulations or Discover Operating Regulations is occurring at any Merchant location; (iii) Bank or BCC is fined because of the activities of merchant; (iv) such action is taken to prevent loss to Bank, BCC or Card Issuers; or (v) Merchant appears on any Card Association or Discover security reporting. All rights and obligations of the Executive's employment parties existing hereunder as of the effective time of termination shall be one (1) year, but shall in no event extend beyond survive the Retirement Agetermination hereof. (b) Any purported termination of employment 5.2 If any case or proceeding is commenced by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in against Merchant under any federal or state law dealing with insolvency, bankruptcy, receivership or other debt relief, this Agreement relied upon shall simultaneously therewith automatically terminate, and set forth any amounts due to Bank or BCC shall accelerate and become immediately due and payable, without the facts and circumstances claimed to provide a basis for terminationnecessity of any notice, declaration or other act whatsoever by either Bank or BCC. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the Notwithstanding such termination, the Termination Date shall be extended until the dispute Bank and BCC, at their sole discretion, may determine that consent to ▇▇▇▇▇▇▇▇’s subsequent assumption of this Agreement is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdictionin Bank’s and BCC’s best interests. The Termination Date shall be extended by a notice of dispute only if In such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such disputeevent, the Company assumption will continue be made under terms and conditions that are acceptable to pay Executive his full compensation in effect when Bank and BCC comply with the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against applicable federal or reduce any other amounts due under this Agreementstate laws governing such assumption.

Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) At the option of LIFE COMPANY, in the event TRUSTs shares are not registered, issued or sold in accordance with applicable state or federa1law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon notice to TRUST; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within sixty(60) days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within sixty(60) days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective upon sixty (60) days' advance written notice to LIFE COMPANY; (j) At the option of LIFE COMPANY in the event that any Designated Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Designated Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST; (k) At the option of LIFE COMPANY in the event that any Designated Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Designated Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST; (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed termination by the Company hereunderLIFE COMPANY, on upon any substitution of the first day shares of each month beginning January 3, 2001 another investment company or series thereof for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as shares of the "Term"), unless terminated earlier TRUST in accordance with the terms of this Agreementthe Variable Contracts, provided that LIFE COMPANY has given at least forty-five (45) days prior written notice to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement TRUST of the parties, by a binding arbitration award, or by a final judgment, order or decree date of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.substitution;

Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) The term At the option of LIFE COMPANY or TRUST, with respect to some or all of the Executive's employment hereunder Portfolios, at any time from the date hereof upon 60 days advance written notice to the other parties, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if Portfolio shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY; provided that such termination shall apply only to the Portfolio whose shares are not reasonably available; (c) At the option of LIFE COMPANY, if LIFE COMPANY shall determine, in its sole judgment exercised in good faith, that either TRUST or [ADVISOR] has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement, or is subject to material adverse publicity. Prompt written notice of election to terminate shall be one furnished by LIFE COMPANY with said termination to be effective upon receipt of written notice; (1d) year At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or [ADVISOR] by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY’s reasonable judgment, materially impair TRUST’s or [ADVISOR]’s ability to meet and shall commence on February 3, 2000 perform their respective obligations and duties hereunder. Prompt written notice of election to terminate shall be extended automaticallyfurnished by LIFE COMPANY with said termination to be effective upon receipt of written notice; (e) At the option of TRUST, if TRUST shall determine, in its sole judgment exercised in good faith, that LIFE COMPANY has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement, or is subject to material adverse publicity. Prompt written notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of written notice; (f) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST’s reasonable judgment, materially impair LIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of written notice; (g) At the option of LIFE COMPANY, in the event TRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon written notice to TRUST; (h) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts will fail to so qualify, where such failure to qualify is not attributable to any action or absence of action on the part of TRUST or [ADVISOR]. Termination shall be effective upon receipt of notice by LIFE COMPANY; (i) At the option of LIFE COMPANY, upon TRUST’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (j) At the option of TRUST, upon LIFE COMPANY’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (k) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY; (l) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST; (m) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST; (n) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and [ADVISOR], termination shall be effective immediately upon such occurrence without notice, unless the party whose rights were not assigned elects to continue the Agreement. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time LIFE COMPANY desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age. (b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed [ADVISOR] whether LIFE COMPANY elects to provide a basis for continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, all applicable provisions of this Agreement shall remain in effect until such time as the party receiving LIFE COMPANY elects to discontinue the Termination Notice notifies availability of TRUST shares under the Variable Contracts. 8.4 Except as necessary to implement Variable Contract owner initiated transactions or other party prior transactions described in the prospectus or offering memorandum for the Variable Contracts, or as required by state insurance laws or regulations, or other applicable legal precedent, or as necessary to effect a substitution (including but not limited to, a substitution permitted by the SEC pursuant to Section 26(c) of the ‘40 Act), LIFE COMPANY shall not redeem the shares attributable to the Termination Date Variable Contracts (as opposed to the shares attributable to LIFE COMPANY’s assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so. 8.5 In the event that the Agreement is terminated pursuant to Section 8.2(b), 8.2(c), 8.2(d), 8.2(g), 8.2(i), 8.2(l), or 8.2(m) or TRUST chooses to liquidate or liquidate a dispute exists concerning Portfolio, TRUST shall reimburse LIFE COMPANY for all expenses that LIFE COMPANY reasonably incurs in connection with the termination, substitution of shares of another investment company or companies for the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement shares of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and Portfolio(s) as to which the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementhas been terminated.

Term Termination. (aA) The term (“Term”) of the Executive's employment hereunder Agreement shall commence on the Start Date and shall continue through the third anniversary of the Start Date; provided, however, that the Company may terminate the Agreement (the “Benchmark Termination”) at any time after the second anniversary of the Start Date if those certain Benchmarks, as defined in Section G of Exhibit B attached hereto, have not been fully achieved by the Company as of the second anniversary of the Start Date. Following the Benchmark Termination, the Company shall be relieved of its obligations to compensate Executive under this Agreement and Executive shall not be entitled to receive any other compensation, payments, benefits or severance amounts from the Company under this Agreement, notwithstanding the below additional terms of this Section 5. Unless sooner terminated, the Term shall automatically renew for additional one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as periods unless the Company or the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, provides written notice to the effect that on other party of its intention to terminate the first day Agreement no less than 60-days prior to the expiration of each monththe then current Term. Executive may terminate the Agreement for Good Reason (as defined below) at any time upon 60 days’ written notice to Company, provided the remaining term Good Reason has not been cured within such period of this time (if reasonably capable of being cured). The Company may terminate its employment of Executive under the Agreement and the for Cause (as defined below) at any time by written notice to Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (bB) Any purported termination As used in the Agreement, the term “Good Reason” shall mean any reduction in his then-current Salary; Company’s failure to pay or provide required Salary; the relocation of Executive’s principal office location to an area outside of a twenty (20) mile radius of Melville, New York; any material reduction or diminution in Executive’s authorities, duties, or responsibilities with the Company; a material reduction of Executive’s employment by benefits; material acts or conduct on the part of the Company or its officers and representatives that are designed to force the resignation of Executive or prevent Executive from performing his duties and responsibilities pursuant to this Agreement; the voluntary or involuntary dissolution of Company; the filing of a petition in bankruptcy by Company shall be communicated by a Termination Notice. The Termination Notice shall indicate or upon an assignment for the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement benefit of creditors of the parties, assets of Company; or a material breach of the provisions of the Agreement by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementCompany.

Term Termination. (a) The A. Software FX services will be provided by Seller to Subscriber for an initial one-year term beginning on January 1, 2009, and thereafter on a year-to-year basis as provided herein, subject to prior payment in full of all outstanding fees and charges at the time of renewal and compliance with the provisions of this Agreement. B. Subscriber's Software FX enrollment shall be automatically renewed at the end of the Executivefirst- year term for a second year's employment term and on a succeeding yearly basis thereafter unless either party notifies the other in writing, at least ninety (90) days prior to the end of the yearly period then in effect, that this Agreement will not be renewed. C. Seller shall have the right to suspend or terminate this Agreement upon thirty (30) days’ prior written notice if Subscriber fails to pay any fees or charges due hereunder or if Subscriber commits any other breach of this Agreement or commits any breach of any applicable Software license agreement for any Licensed Program being supported under this Agreement, any contract between Subscriber and Seller or any other obligation of Subscriber to Seller or any of its affiliates. D. Should Seller elect to discontinue providing to its customers the type of Software Updates described in this Agreement, Seller shall be have the right to discontinue providing the Software FX services (including Updates) for any Licensed Program supported under this Agreement and any other services offered under this Agreement at the end of any one year period and upon at least ninety (190) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time days written notice to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms Subscriber. Notwithstanding any other provision of this Agreement, as Subscriber’s sole and exclusive remedy Seller will provide a pro-rata refund of Subscriber’s annual Software FX Fees collected in advance if Seller elects to discontinue providing Software FX services for any Licensed Program supported under this Agreement. Other Software FX Services may be available for purchase on an item by item basis at a mutually agreed upon price. E. Except as provided in Section 7. D. above, under no circumstances (including any termination of this Agreement) shall any fees paid pursuant to this Agreement be refundable once paid by Subscriber. F. Cash Basis Law - Subscriber is obligated only to make payments under this Agreement as may be lawfully made from funds budgeted and appropriated for the effect that on purposes as set forth in this Agreement during the first day City of each monthOverland Park’s current budget year. In the event the City of Overland Park does not so budget and appropriate the funds, Subscriber shall send written notice to Seller of the remaining term lack of budgeted funds for this Agreement and the Executive's employment hereunder parties shall be one (1) yearrelieved from all further obligations, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in without penalty, under this Agreement relied upon and set forth except that the facts and circumstances claimed to provide a basis Subscriber shall pay the Seller for termination. If the party receiving the Termination Notice notifies the other party all services rendered under this Agreement prior to the Termination Date that a dispute exists concerning date the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementreceived by Seller.

Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC. the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon notice to TRUST; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY; (j) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST; (k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST; (1) year In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and shall commence on February 3NB MANAGEMENT, 2000 and termination shall be extended automaticallyeffective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time LIFE COMPANY desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age. (b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed NB MANAGEMENT whether LIFE COMPANY elects to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardremain in effect. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY's assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.

Term Termination. (a) The term of Company shall employ the Executive's employment hereunder shall be one (1) year , and shall commence the Executive accepts such employment, for an initial term commencing on February 3the date of this Agreement and ending on June 30, 2000 and 2002. Thereafter, this Agreement shall be extended automaticallyautomatically on each July 1 for an additional twelve-month period. Executive’s employment may be terminated at any time as provided in this Section 6. For purposes of this Section 6, for so long as “Termination Date” shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the effective date of the termination referenced in the notice. (b) The Company may terminate Executive’s employment without cause upon giving 30 days’ advance written notice to Executive. If Executive’s employment is terminated without cause under this Section 6(b), the Company will (A) pay Executive remains employed the earned but unpaid portion of Executive’s Basic Salary through the Termination Date, (B) pay Executive a lump sum payment equal to two times the Executive’s Basic Salary (the “Severance Payment”), (C) pay Executive any incentive compensation under and consistent with plans adopted by the Company hereunderprior to the Termination Date until the second anniversary of the Termination Date (the “Severance Period”), and (D) provide reasonable executive-level outplacement services by a firm selected and contracted by the Company for up to six months following the Termination Date (the “Outplacement Services”); provided, however, if Executive accepts other employment during the Severance Period, the Executive must repay to the Company an amount equal to his Severance Payment multiplied by a fraction, the numerator of which equal to the number of months remaining in the Severance Period and the denominator of which is 24, and the Company shall cease paying any incentive compensation. The amount payable under clause (B) shall be paid to Executive in one lump sum on the first day of each the seventh month beginning January 3following the month in which the Executive’s Separation from Service occurs, 2001 for an additional one-month period (such periodwithout interest thereon; provided that, as it may be extended if on the date of the Executive’s Separation from time to timeService, being herein referred to as neither the "Term"), unless terminated earlier in accordance Company nor any other entity that is considered a “service recipient” with the terms of this Agreement, respect to the effect that Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the first day meaning of each monthTreasury Regulation Section 1.897-1(m)) or otherwise, then such payment shall be paid to the remaining term of this Agreement and Executive in a lump sum within thirty (30) business days after the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.’s Separation from Service. For purposes hereof, (bi) Any purported termination the term “Separation from Service” means the Executive’s Termination of employment by Employment, or if the Executive continues to provide services following his or her Termination of Employment, such later date as is considered a separation from service from the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate and its 409A Affiliates within the specific termination provision in this Agreement relied upon and set forth meaning of Code Section 409A. Specifically, if the facts and circumstances claimed Executive continues to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior services to the Termination Date that Company or a dispute exists concerning the termination409A Affiliate in a capacity other than as an employee, the Termination Date shall be extended until the dispute such shift in status is finally determined, either by mutual written agreement of the parties, by not automatically a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.Separation from Service;

Term Termination. 9.1 This Agreement shall become effective on the date on which it is accepted by Exchange at Exchange's principal place of business, and shall remain in effect unless terminated as provided in this Agreement. The grant of license for the Licensed Software shall take effect on the date on which the applicable Product Schedule is accepted by Exchange, and shall remain in effect unless terminated as provided in this Agreement. 9.2 If either party shall fail to perform or shall be in breach of any of its obligations under this Agreement, and shall have failed or been unable to remedy said failure or breach within thirty (30) days after receipt of written notice from the other party with respect to said failure or breach, such party may terminate this Agreement including the licenses granted hereunder and any maintenance obligations. Notwithstanding the foregoing, each party reserves the right to seek injunctive relief pursuant to Section 5.7. 9.3 Either party may terminate Maintenance Services effective at the end of any annual maintenance period by providing thirty (30) days written notice to the other party. If Licensee terminates Maintenance Services pursuant to Section 9.2, Exchange shall provide a pro-rata refund of prepaid maintenance fees. 9.4 Upon termination of this Agreement for any reason, all rights, obligations and licenses of the parties hereunder shall cease, except that (a) The term of if the Executive's employment hereunder Agreement is terminated by Exchange pursuant to Section 9.2, Licensee shall continue to be one (1) year obligated to pay Exchange all fees, charges or expenses that accrued prior to the termination date, including all maintenance fees and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company other charges hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement which shall become immediately due and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. payable and (b) Any purported Licensee shall have no further right to copy or use the Licensed Software and within five (5) days after any termination or expiration, each party (i) shall deliver to the other all Proprietary Material received from such party, including any copies, and (ii) shall destroy or render unusable all other such Proprietary Material and any copies, including information and data relating to the Licensed Software stored in any storage facility, which for any reason cannot be delivered to the Discloser. In addition, an authorized officer of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies required to return Proprietary Material shall certify in writing to the other party prior that all Proprietary Material required to the Termination Date be returned has been delivered to such party, destroyed or rendered unusable and that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement use of the parties, by a binding arbitration award, or by a final judgment, order or decree terminated Licensed Software and any portion of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementLicensed Software has been discontinued.

Term Termination. (a) The This Agreement shall remain in full force and in effect for an initial term of the Executive's employment hereunder three (3) years. This Agreement shall be automatically extended for successive one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, periods on the first day of each month beginning January 3same terms and conditions expressed herein, 2001 for an additional one-month period (such period, or as it may be extended from time to time, being herein referred to as the "Term")amended, unless terminated earlier Merchant gives written notice of termination at least sixty (60) days prior to the expiration of the initial term or any extension or renewals thereof, in accordance which case this Agreement will terminate at the end of the then-current term. (a) This Agreement shall not become effective until the Merchant Application is approved by Servicers. Any party may terminate this Agreement or one or more services delivered under this Agreement at any time with or without cause by providing written notice to the terms other parties and such termination will become effective on the date specified by such notice. If Merchant terminates this Agreement, Servicers shall have thirty (30) days from date of receipt of the notice to close Merchant’s Account. All rights and obligations of the parties existing hereunder as of the effective time of termination shall survive the termination of this Agreement. If Merchant has applied for Card processing and is approved by Servicers, and if Merchant exercises its option to terminate this Agreement within three (3) years after such approval, then Merchant will pay to Servicers a Termination Fee as follows: all monthly fees assessed to Merchant under the effect that on Agreement and due to Servicers for the first day remainder of each month, the remaining then existing term of this Agreement and the Executive's employment hereunder Agreement, including all minimum monthly fee commitments, shall be one immediately due and payable to Servicers (1) yearthe “Termination Fee”); provided, but shall however, that in no event extend beyond shall the Retirement AgeTermination Fee be less than $295; and, provided further, that in no event shall the Termination Fee exceed the maximum amount permitted by applicable state law. Merchant hereby authorizes Servicers to deduct the Termination Fee from Merchant’s account referenced in Section 1.07, or to otherwise withhold the total amount from amounts due to Merchant from Servicers, immediately on or after the effective date of termination. For purposes of calculating the Termination Fee, Servicers reserve the right, in their discretion, to calculate such remaining fees based upon the anticipated annual volume and average transaction levels contemplated by either (i) the Merchant’s actual volume and transaction levels during the period in which it actively processed with Servicers, or (ii) published industry volume and transaction levels associated with the Merchant’s MCC, as selected in Servicers’ sole discretion. If the Merchant’s account does not contain sufficient funds for the debit or the amount cannot be withheld by Servicers from amounts due to Merchant, Merchant shall pay Servicers the amount due within ten (10) days of the date of servicers’ invoice for same. The payment of accelerated monthly fees as described here is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate Servicers for its termination expenses and all other damages under the circumstances in which such amounts would be payable. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in Servicers may terminate this Agreement relied upon and set forth the facts and circumstances claimed for any reason immediately without prior notice, including, without limitation, if (i) they have reason to provide a basis for termination. If the party receiving the Termination Notice notifies the believe that fraudulent Card transactions or other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either activities prohibited by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against are occurring at any Merchant location, (ii) such action is taken to prevent loss to Servicers or reduce Card Issuers, (iii) Merchant appears on any other amounts due under this Agreement.Card Network’s security reporting, including the Member Alert to Control High-Risk Merchants (“MATCH”), (iv) Servicers’ merchant acceptance criteria changes,

Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) The term At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Executive's employment hereunder Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be one furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY'S reasonable judgment, materially impair TRUST'S or NB MANAGEMENT's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon notice to TRUST; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY; (j) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST; (k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST; (1) year In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and shall commence on February 3NB MANAGEMENT, 2000 and termination shall be extended automaticallyeffective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time LIFE COMPANY desires pursuant to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms and conditions of this Agreement, to the for all Variable Contracts in effect that on the first day effective date of each month, the remaining term termination of this Agreement and (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the Executive's employment hereunder owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be one (1) yearpermitted to reallocate investments in TRUST, but shall redeem investments in no TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event extend beyond the Retirement Age. (b) Any purported of a termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and set forth the facts and circumstances claimed NB MANAGEMENT whether LIFE COMPANY elects to provide a basis for continue to make TRUST shares available after such termination. If the party receiving the Termination Notice notifies the other party prior TRUST shares continue to the Termination Date that a dispute exists concerning the be made available after such termination, the Termination Date provisions of this Agreement shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardremain in effect. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by a final judgmentstate insurance laws or regulations, order or decree of a court of competent jurisdiction. The Termination Date LIFE COMPANY shall be extended by a notice of dispute only if such notice is given in good faith and not redeem the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise shares attributable to the dispute was given and Executive shall continue Variable Contracts (as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise opposed to the dispute shares attributable to LIFE COMPANY'S assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was givenotherwise available under the Variable Contracts, until thirty (30) days after the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition LIFE COMPANY shall have notified TRUST of its intention to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementdo so.

Term Termination. (a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of the this Agreement. This Agreement shall continue indefinitely unless and until terminated as described herein. Executive's employment hereunder may be terminated at any time as provided in this Section 6. For purposes of this Section 6, "Termination Date" shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the effective date of the termination referenced in the notice. (b) The Company may terminate Executive's employment without Cause (as defined below) upon giving 30 days' advance written notice to Executive. If Executive's employment is terminated without Cause under this Section 6(b), the Executive shall be one entitled to receive (1A) year the earned but unpaid portion of Executive's Basic Salary and shall commence on February 3pro rata portion of Executive’s bonus, 2000 if any, through the Termination Date; (B) over a period of twelve (12) months following such Termination Date (the “Severance Period”) an amount equal to the sum of his (i) Basic Salary at the time of Termination, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period. (c) The Company may terminate Executive's employment immediately upon a determination by the Company that "Cause" exists for Executive's termination and the Company serves written notice of such termination upon Executive. As used in this Agreement, the term Cause shall refer only to any one or more of the following grounds: (i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company; (ii) intentional engagement in activities or conduct clearly injurious to the effect that on best interests or reputation of the first day Company which in fact result in material and substantial injury to the Company; (iii) refusal to perform his assigned duties and responsibilities (so long as the Company does not assign any duties or responsibilities which would give the Executive Good Reason to terminate his employment as described in Section 6(e)) after receipt by Executive of each monthwritten detailed notice and reasonable opportunity to cure; (iv) gross insubordination by Executive, which shall consist only of a wilful refusal to comply with a lawful written directive to Executive issued pursuant to a duly authorized resolution adopted by the remaining term Board of Directors (so long as the directive does not give the Executive Good Reason to terminate his employment as described in Section 6(e)); (v) the clear violation of any of the material terms and conditions of this Agreement or any written agreement or agreements Executive may from time to time have with the Company (following 30 days' written notice from the Company specifying the violation and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.failure to cure such violation within such 30 day period); (bvi) Any purported termination Executive's substantial dependence, as determined by the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder; (vii) the final and un-appealable conviction of Executive of a crime which is a felony or a misdemeanour involving an act of moral turpitude, or a misdemeanour committed in connection with his employment by Executive or the Company, which causes the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementsubstantial detriment.

Term Termination. 17.1 This Agreement shall be deemed effective upon the date of execution by a duly authorized representative of PCSC and shall continue until December 31 of the current year. Thereafter, this Agreement shall renew automatically for successive one-year additional terms unless terminated by either party in writing no less than thirty (30) days prior to the expiration date of the then current term. Anything to the contrary of this Agreement notwithstanding, either PCSC or DEALER may terminate this Agreement, and the appointment of DEALER as an Authorized Dealer of the Products, with or without cause, at any time upon written notice to the other to that effect, and said termination shall become effective thirty (30) days following the mailing of such notice, except where a shorter period for termination is provided in this Agreement. 17.2 During the period between the giving of any notice of non-renewal or of termination provided for in Paragraph 17.1 above and the effective date of expiration or of termination set forth in any such notice, delivery of Products to DEALER may, at the option of PCSC, be conditioned upon payment by certified check or in cash by DEALER upon or prior to delivery. 17.3 PCSC may immediately terminate this Agreement upon written notice to that effect upon the occurrence of any of the following events: (a) DEALER is in default in any material respect in the performance of any of its obligations under this Agreement or under any purchase order submitted by DEALER hereunder, including, without limitation, DEALER's obligations, under Paragraphs 2 and 3 above, to perform a retail function only, to sell the Products only to customers with facilities located in the Territory and to sell Products only from the sales location(s) set forth on Exhibit C, and, under Paragraph 7.1 above, to pay each PCSC invoice for Products according to its terms; or (b) Bankruptcy or insolvency proceedings are instituted by or against DEALER, or DEALER, is adjudicated a bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, or a receiver is appointed for all, or a substantial part, of DEALER's assets, or DEALER proposes or makes any arrangements for the liquidation of its debts, and any such proceedings, assignment or appointment is not dismissed or vacated within thirty (30) days. 17.4 The term expiration or termination of this Agreement at any time shall, unless otherwise expressly agreed to in writing by PCSC, automatically operate, as of the Executive's employment hereunder shall be one (1) year and shall commence on February 3effective date thereof, 2000 as a cancellation of any further deliveries or Products to DEALER, and shall be extended automaticallyconstrued as an automatic cancellation of all purchase orders and releases of DEALER for Products, whether or not any such orders have theretofore been accepted by PCSC. 17.5 In addition to such other remedies for so long non-payment as are otherwise provided herein or by law, in the Executive remains employed by event DEALER shall default in the Company hereunder, on the first day payment of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time any indebtedness due to time, being herein referred PCSC pursuant to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement when and as the same become due and payable, then all liabilities and obligations of DEALER to PCSC pursuant to this Agreement, any other agreement, or otherwise, whether or not then due, shall become immediately due and payable, without further notice to DEALER. 17.6 Except as otherwise provided in Paragraph 17.5 above, DEALER shall pay all monies owed to PCSC at the effect that on time of the first day of each month, the remaining term expiration or termination of this Agreement and within thirty (30) days of the Executive's employment hereunder effective date of such expiration or termination regardless of the terms of payment that may have otherwise been granted to DEALER by PCSC prior to the effective date of expiration or termination; provided, however, that if any terms of payment for payment of any invoice to PCSC by DEALER at the time of such expiration or termination then provide for payment thereof in less than thirty (30) days, such invoice shall be one (1) yearpayable to the applicable terms of payment. 17.7 Anything herein to the contrary notwithstanding, but expiration or termination of DEALER's appointment as an Authorized Dealer of the products shall in no event extend beyond way affect any outstanding obligations for payments due and owing from DEALER to PCSC, whether then due or to become due to PCSC, under this Agreement or otherwise or any other obligation of DEALER to PCSC pursuant hereto or otherwise, all of which obligations, if any, existing at the Retirement Agetime of any such expiration or termination, DEALER hereby agrees to fulfill and perform. (b) Any purported 17.8 Neither PCSC nor DEALER shall be liable to the other, or to any other party, by virtue of the expiration or termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed due to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior any reason whatsoever, or due to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardno reason, or by a final judgmentvirtue of the cancellation, order pursuant to Paragraph 17.4 above, of any orders for Products that are undelivered on the effective date of any expiration or decree termination of a court of competent jurisdiction. The Termination Date shall be extended this Agreement, including, without limitation, any liability for direct, indirect, special consequential or incidental damages sustained by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution reason of such dispute with reasonable diligence. Notwithstanding the pendency expiration or termination, including, without limitation, any claim for loss or profits or prospective profits in respect of sales or anticipated sales of Products, or on account of any such disputeexpenditures, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was giveninvestments, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against leases, capital improvements or reduce any other amounts due under commitments made by either of the parties in connection with their respective businesses made in reliance upon or by virtue of DEALER's appointment as an Authorized Dealer of the Products or otherwise; not shall PCSC or DEALER have the right to any equitable remedies by reason of the expiration or termination of this Agreement.

Term Termination. (a) The term This Agreement and the performance of the Executive's employment Services hereunder shall be one (1) year commence immediately upon the Closing Date and shall commence continue in full force and effect until the earlier to occur: (i) the last date on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time which a Provider is obligated to time, being herein referred provide any Service to as the "Term"), unless terminated earlier a Recipient in accordance with the terms hereof (including any extension of the term of any Service); and (ii) the mutual written agreement of the Parties hereto to terminate this AgreementAgreement in its entirety. (a) Except as otherwise set forth in the Services Schedule and without prejudice to a Recipient’s rights and remedies with respect to a Force Majeure, a Recipient may from time to time terminate this Agreement with respect to any Service in any applicable location prior to the effect that on end of the first day applicable Service Period upon providing at least thirty (30) days’ prior written notice to the Provider (unless a longer notice period is specified in the applicable Services Schedule with respect to such Service, in which case such longer notice period shall apply). From and after the early termination of each monthany Service pursuant to this Section 8(a) or the expiration of the applicable Service Period, (i) Recipient shall no longer be obligated to pay for such Service (except with respect to any Service Fees incurred up to such date); (ii) Provider shall no longer be obligated to provide such Service hereunder; and (iii) Provider shall not be required to resume the remaining term provision of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Agesuch Service upon any request by Recipient or any of its Affiliates. (b) Any purported termination Recipient may from time to time request a reduction in part of employment the scope or amount of any Service upon providing at least thirty (30) days’ prior written notice to Provider (unless a longer notice period is specified in the applicable Services Schedule with respect to such Service, in which case such longer notice period shall apply). If requested to do so by Executive or Recipient, Provider agrees to discuss in good faith appropriate reductions to the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate relevant Service Fees in light of all relevant factors, including the specific termination provision in this Agreement relied upon costs and set forth the facts and circumstances claimed benefits to provide a basis for terminationProvider of any such reductions. If the party receiving Parties fail to agree on any such reductions, such Services and the Termination Notice notifies Services Schedule shall not be changed. If the other party prior to the Termination Date that a dispute exists concerning the terminationParties agree on any such reductions, the Termination Date Services Schedule shall be extended until updated to reflect any reduced Service. In the dispute event that the effective date of the reduction of any Service is finally determineda day other than at the end of a month, either the Service Fee associated with such Service for the month in which such Service is reduced shall be pro-rated appropriately. (c) This Agreement may be terminated, in whole, or with respect to any Service or group of Services, by mutual written agreement consent of the partiesParties. If the Parties agree on any such termination of some, but not all, Services, the Services Schedule shall be updated to reflect any terminated Service. In the event that the effective date of the termination of any Service is a day other than at the end of a month, the Service Fee associated with such Service for the month in which such Service is terminated shall be pro-rated appropriately. (d) This Agreement may be terminated in whole, but not in part, by a binding arbitration awardProvider in the event that Recipient (1) defaults in the payment when due of any Service Fees and such default continues unremedied for a period of ninety (90) days after Recipient’s receipt of written notice of such default or (2) defaults in the timely payment of two or more consecutive payments of Service Fees payable pursuant to this Agreement; provided, or by however, that in no event shall Provider be entitled to terminate this Agreement if such lack of payment is due to a final judgmentgood faith dispute, order or decree the details of which Recipient has indicated to Provider in writing, and if Recipient has paid all invoiced amounts that are not the subject of a court good faith dispute. (e) Without prejudice to a Recipient’s rights and remedies with respect to a Force Majeure, a Recipient may from time to time terminate this Agreement with respect to any Service in any applicable location, in whole, but not in part, in the event that Provider has failed to perform any of competent jurisdiction. The Termination Date its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist for a period of thirty (30) days after receipt by the Provider of written notice of such failure submitted by the Services Manager to the defaults in the payment when due of any Service Fees and such default continues unremedied for a period of thirty (30) days after Recipient’s receipt of written notice of such default; provided, however, that if the failure to so perform is the subject of a pending good faith dispute, the Recipient’s right to terminate this Agreement with respect to such Service shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues suspended until the resolution of such dispute with reasonable diligence. Notwithstanding dispute. (f) Each Party shall have the pendency of any such disputeright, without prejudice to its other rights or remedies, to terminate this Agreement immediately by written notice to the Company will continue other if the other Party is unable to pay Executive his full compensation in effect when its debts or becomes insolvent or an order is made or a resolution passed for the notice giving rise administration, winding-up or dissolution of the other Party or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other Party or the other Party enters into or proposes any arrangement or settlement with its creditors generally or anything analogous to the dispute was given and Executive shall continue as a participant foregoing occurs in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementapplicable jurisdiction.

Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3April 1, 2000 2001 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3April 1, 2001 2002 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.