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               to the positions described in paragraph 1 hereof, except in
               connection with promotions to higher office;

            B. a reduction in the Executive's base salary from that in effect 
               immediately prior to the Change of Control;

            C. the failure of the Company substantially to maintain and to 
               continue the Executive's relative level of participation in the
               same or substantially comparable benefit plans as provided
               immediately prior to the Change of Control;

            D. The Company's requiring the Executive to be based anywhere 
               other than in or within 35 miles of the Executive's principal
               place of employment at the time of the Change in Control, except
               for required travel on the Company's business to an extent
               substantially consistent with the Executive's prior business
               travel obligations or, in the event the Executive consents to
               relocation, the failure of the Company to pay (or reimburse the
               Executive for) all reasonable moving expenses incurred by the
               Executive relating to a change in the Executive's principal
               residence in connection with such relocation, and to indemnify
               the Executive against any loss realized in the sale of the
               Executive's principal residence in connection with any such
               change of residence;

            E. the failure of the Company to provide the Executive with a 
               reasonable number of paid vacation days at least equal to the
               number of paid vacation days to which the Executive was entitled
               immediately prior to the Change of Control; or

            F. the failure of the Company to obtain the assumption of this 
               Agreement by any successor as contemplated by Paragraph 12 below.

  d. Death or Disability. If the Executive dies during his Term of Employment, 
     his base salary shall cease as of the end of the month in which his death
     occurs. If the Executive incurs a Total and Permanent Disability during
     this Term of Employment, his base salary shall cease as of the end of the
     month in which such event occurs; provided, however, that nothing in this
     Agreement shall preclude the Executive from participating in any long-term
     disability plan maintained by the Company for which he otherwise is
     eligible.

  e. Notice of Termination. Any termination by the Company or the Executive 
     shall be communicated by written notice of termination to the other party
     hereto except for automatic termination as a result of events described in
     5(a)(i), (b) and (c).

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