**Exhibit 10.1.14**

**SEPARATION AGREEMENT AND GENERALRELEASE**

THIS SEPARATION AGREEMENT ANDGENERAL RELEASE (“Agreement”) is made and entered on 16th day ofAugust 2006 into by and between DAVID A. CHAPUT (“MR. CHAPUT”) and The Doe RunResources Corporation, doing business as The Doe Run Company (“DOE RUN”), andsometimes collectively described as “parties.”

# RECITALS

WHEREAS, DOE RUN and MR. CHAPUThave decided that it is in their mutual interests that the employmentrelationship subsisting between them be terminated;

WHEREAS, DOE RUN desires thatMR. CHAPUT remain in his present position and that he continue to receive hiscurrent pay and benefits pending the hiring of a successor, and hereby offershim certain “Stay Incentives,” as detailed below, to do so,

WHEREAS, MR. CHAPUT’s employmentwith DOE RUN will terminate upon the hiring of his successor but in no eventlater than October 31, 2006 (“Separation Date”), unless the parties mutuallyagree otherwise;

WHEREAS, DOE RUN pursuant to theterms of MR. CHAPUT’s employment agreement dated April 7, 1994, has notifiedMR. CHAPUT by letter dated and personally delivered on July 25, 2006, that DOERUN is terminating his employment agreement;

WHEREAS, MR. CHAPUT and DOE RUNdesire to enter into full and final settlement of all issues and mattersbetween them through the Separation Date.

NOW THEREFORE, for and inconsideration of the mutual releases, covenants and undertakings hereinafterset forth, and for other good and valuable consideration, which each partyhereby acknowledges, it is agreed as follows:

1.                                       Payments and Benefits.  DOE RUNwill provide the payments and benefits described below in consideration and inexchange for the MR. CHAPUT’s promises, agreements, and obligations set outbelow, so long as MR. CHAPUT submits this Agreement properly executed toBarbara Shepard, The Doe Run Company, 1801 Park 270 Drive, Suite 300, St.Louis, MO 63146, and adheres to the promises and agreements set out in thebalance of this Agreement.

(A)                              Payments.  Consistent with The SeverancePolicy For Salaried Employees of The Doe Run Company, as amended, DOE RUN will pay MR. CHAPUT an additional thirty (30)weeks of MR. CHAPUT’s regular pay following MR. CHAPUT’s Separation Date.  This amount will be paid as though it wereregular payroll, less legally required federal, state, and local taxwithholdings, or in a lump sum at MR. CHAPUT’s option.

 

 

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(B)                                Vacation.  DOE RUN will pay MR. CHAPUTfor four (4) weeks vacation, less any amounts he may use before the SeparationDate.

(C)                                Outplacement Services.  DOE RUNshall provide MR. CHAPUT outplacement services through Extreme Agility or othermutually acceptable provider for up to twelve (12) months after the SeparationDate.

(D)                               Job Search Flexibility.  DOE RUNshall allow MR. CHAPUT reasonable time away from work, without loss of pay orbenefits, to search for other employment, subject to the approval of DOE RUN’sChief Executive Officer, which approval will not be unreasonably withheld.

(E)                                 Stay Incentives:  Provided MR. CHAPUT remains inhis current position until October 31, 2006 or the hiring of a successor,whichever occurs earlier, and fully cooperates with DOE RUN, as determined byDOE RUN, he shall be entitled to the following:

i.                                          the sum of $225,000.00 payable as follows:

a)                          DOE RUNwill, upon this Agreement becoming effective, pay MR. CHAPUT, the sum of$60,000.00 less legally required federal, state, and local tax withholdings.

b)                         The remaining balance of the payment($165,000.00) shall be paid October 31, 2006, less legally required federal,state and local tax withholdings.

ii.                                       Solelyfor purposes of determining MR. CHAPUT’s Payments under the terms of theAmended and Restated Net Worth Appreciation Agreement between MR. CHAPUT andDOE RUN dated July 1, 2005, MR. CHAPUT will be deemed to have been in theemploy of DOE RUN through October 31, 2006.

iii.                                    If MR. CHAPUT elects continued health careinsurance benefits under the Consolidated Omnibus Budget ReconciliationAct, as amended, 29 U.S.C., § 623 *et seq.,*(“COBRA”) after the Separation Date forhimself, his spouse, or dependents, DOE RUN shall continue to pay that portionof the premium that it pays on behalf of active employees employed in a similarposition as MR. CHAPUT for a period not to exceed eighteen (18) months, which periodshall commence from the Separation Date or from October 31, 2006, whichever islater, and which period shall terminate after eighteen (18) months or when MR.CHAPUT obtains alternate medical insurance, whichever occurs first.

iv.                                   DOE RUN will reimburse MR. CHAPUT for reasonableattorney fees in an amount not to exceed $4,000.00.

 

 

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v.                                      DOE RUN will not contest any unemploymentbenefits that MR. CHAPUT may request from any state or federal agency.

vi.                                   DOE RUN will provide the following reference:

Mr. Chaput served as the ChiefFinancial Officer for a company with a billion dollars in sales in 2005.  His responsibilities included accounting,financial reporting, SEC compliance, financial planning and budgeting, and SarbanesOxley compliance.  He also managed treasuryfunctions, including bank, private and public financing, investor relations,presentations to analyst groups and rating agencies, acquisition transactions,cash management, and commodity price risk management.  Mr. Chaput was a long-term employee whosetenure spanned nineteen (19) years.  Hemoved up through the ranks of the company from the initial position of CreditManager to Treasurer to Vice President of Finance and finally to the positionof Chief Financial Officer.  He alsoserved as the President of the fabrication subsidiary.  His efforts are appreciated.

vii.                                DOERUN shall defend, indemnify and hold harmless MR. CHAPUT (and his heirs and personalrepresentatives) from and against any and all proceedings, whether civil orcriminal, judgments, liabilities, claims, demands, damages, amounts paid insettlement, fines, penalties, punitive damages, actions, causes of action ofany type or kind whatsoever, suits, losses, attorneys’ fees, costs and expensesarising out of, in connection with, or in any way related to his serving orhaving served as an officer of DOE RUN or, at the request of DOE RUN, as adirector, officer, employee, or other agent of any other organization,including any other corporation, partnership, joint venture, trust, employeebenefit plan, or other enterprise, even if the proceedings, judgments,liabilities, claims, demands, damages, amounts paid in settlement, fines,penalties, punitive damages, actions, causes of action, suits, losses,attorneys’ fees, costs, and expenses are alleged to be caused by, including butnot limited to the negligence, carelessness, recklessness, gross negligence, acts, errors, and omissions, misfeasance, malfeasance, or fault of MR. CHAPUT, whether alleged tobe acting individually or in combination with other persons or entities, or caused by, including but not limited to thenegligence, carelessness, recklessness, gross negligence, acts, errors, andomissions, misfeasance, malfeasance, or fault of MR. CHAPUT, whether acting individually or in combinationwith other persons or entities, provided that in the case of criminal actionsor proceedings, MR. CHAPUT had no reasonable cause to believe that his conductwas unlawful.  Further, the terms of thisindemnification provision are retroactive and apply against any and allproceedings, whether civil or criminal, judgments, liabilities, claims,demands, damages, amounts paid in

 

 

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settlement, fines,penalties, punitive damages, actions, causes of action, suits, losses,attorneys’ fees, costs, and expenses regardless of the time of occurrence.

viii.                             Inthe event, DOE RUN hires a successor for MR. CHAPUT before October 31, 2006, itwill continue his full pay and benefits through October 31, 2006.

(F)                                 Valuable Consideration.  MR.CHAPUT acknowledges and agrees that the payments and benefits referenced inparagraph 1(A) through 1(E) of this Agreement constitute valuable considerationto which MR. CHAPUT would not otherwise be entitled to upon his separation.

(G)                                No other compensation or Bonuses.  Otherthan benefits MR. CHAPUT may be entitled to under his Net Worth AppreciationAgreement, MR. CHAPUT acknowledges and agrees that he will be paid no othercompensation or bonuses except those specified in this Agreement.

2.                                       Continuing Obligations.  MR.CHAPUT acknowledges and agrees that any post-termination obligations he has,pursuant to any employment agreement with DOE RUN or by operation of law, shallsurvive this Agreement and shall remain in full force and effect.  The terms of this Agreement add to any such obligationsand are not in any way intended to limit or modify any such other obligations.

3.                                       Release of Claims.

(A)                              MR. CHAPUT hereby agrees to, and does, remise,release and forever discharge DOE RUN, its parent companies, its affiliatecompanies, its subsidiary companies, and their directors, officers,shareholders, employees, agents, attorneys, successors and assigns (the “DOERUN RELEASEES”), from any and all matters, claims, demands, damages, causes ofaction, debts, liabilities, controversies, judgments and suits of every kindand nature whatsoever, foreseen or unforeseen, known or unknown, which havearisen or could arise between MR. CHAPUT and the DOE RUN RELEASEES frommatters, actions or inactions which occurred on or before the Separation Date.  Nothing in this Agreement shall be construedto negate or impair any indemnity to which MR. CHAPUT is entitled pursuant tothis Agreement.

(B)                                DOE RUN hereby agrees to, and does, remise,release and forever discharge MR. CHAPUT, his representatives, executors,administrators, personal representatives and assigns (the “CHAPUT RELEASEES”)from any and all matters, claims, demands, damages, causes of action, debts,liabilities, controversies, judgments and suits of every kind and naturewhatsoever, foreseen or unforeseen, known or unknown, which have arisen orcould arise between DOE RUN and the CHAPUT RELEASEES from matters, actions orinactions which occurred on or before the Separation Date.

 

 

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(C)                                Neither DOE RUN nor MR. CHAPUT releases any oftheir respective rights and benefits under this Agreement or the Net WorthAppreciation Agreement.

4.                                       Agreement Not to File Suit or Other Claims.  Inexchange for the receipt of the payments and benefits set out in paragraph 1above, MR. CHAPUT agrees:

(A)                              That MR. CHAPUT expressly waives thebenefit of any statute or rule of law which, if applied to this Agreement,would otherwise exclude from its binding effect any claims not known by MR.CHAPUT to exist.  MR. CHAPUT promisesnever to file any lawsuit or initiate any other legal action based on a claimreleased by this Agreement, and he will withdraw with prejudice any suchlawsuit or other legal action that may already be pending.  MR. CHAPUT promises never to seek or acceptany damages, remedies, or other relief for himself personally (any right towhich he hereby waives) by prosecuting an administrative charge, or otherwise,with respect to any claim released by this Agreement.

(B)                                That MR. CHAPUT’s release of claims, complaints,and actions includes, but is not limited to: (i) any claim for breach of an actual or implied contract ofemployment between MR. CHAPUT and any of the DOE RUN RELEASEES (including anyclaim of fraudulent misrepresentation or negligent misrepresentation in themaking of any actual or implied contract of employment), (ii) any claim ofunjust, wrongful, discriminatory, retaliatory or tortious discharge or otheradverse employment action (including any claim of whistleblowing),(iii) any claim of slander, libel or other similar action for defamation,(iv) any claim of intentional tort (including assault, battery, and intentionalinfliction of emotional distress), (v) any claim of negligence (includingnegligent infliction of emotional distress, negligent hiring, or negligentretention), (vi) any claim of a violation of a statute or ordinance,including, but not limited to, the Civil Rights Act of 1866, 42 U.S.C. §1981, the Civil Rights Act of 1964, 42 U.S.C. § 2000e *et seq.*,as amended by the Civil Rights Act of 1991, the Age Discrimination in EmploymentAct, 29 U.S.C. § 621 *et seq.*(including, but not limited to, the Older Worker Benefit Protection Act), theEmployee Retirement Income Security Act, 29 U.S.C. § 1001*et seq.*(including, but not limited to, COBRA), Executive Order 11246, the OccupationalSafety and Health Act, 29 U.S.C. § 651 *et. seq*., theNational Labor Relations Act, 29 U.S.C. § 151 *et. seq*.the Equal Pay Act), the Rehabilitation Act of 1973, 29 U.S.C. § 701 *et seq*., the Americans with Disabilities Act, 42 U.S.C. §12101 *et seq.*, the Worker Adjustment andRetraining Notification Act, 29 U.S.C. § 2101 *et seq.*.the Missouri Human Rights Act, Mo. Rev. Stat § 213.010 *et seq.,* the Missouri Payment DueDischarged Employee Statute, Mo. Rev. Stat § 290.110*,*the Missouri Service Letter Act, Mo. Rev. Stat § 290.140,and any other federal, state, or local statutes or ordinances governing orconcerning employment.

(C)                                Notwithstandinganything contrary in this Agreement nothing in Section 3 and 4 shall beconstrued to negate or impair any indemnity to which MR. CHAPUT is

 

 

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entitledpursuant to this Agreement nor from enforcing his rights or benefits under thisAgreement or the Net Worth Appreciation Agreement.

5.                                       No knowledge of Injury.  MR.CHAPUT represents and warrants that he has no present knowledge of any injury,illness or disease to him that is or might be compensable as a workers’compensation claim or similar claim for workplace injuries, illnesses ordiseases.

6.                                       No Admission of Wrongdoing.  Theparties agree that nothing in this Agreement is an admission by either party ofany wrongdoing, either in violation of an applicable law or otherwise, and thatnothing in this Agreement is to be construed as such by any person.

7.                                       Voluntary Agreement.  MR.CHAPUT further acknowledges that he understands this Agreement, the claims heis releasing, the promises and agreements he is making, and the effect of hissigning this Agreement.  MR. CHAPUTfurther represents, declares, and agrees that he voluntarily accepts thepayments and benefits described above in paragraph 1 for the purpose of makinga full and final compromise, adjustment, and settlement of all claims orpotential claims against the DOE RUN RELEASEES from any action or inactiontaking place prior to the Separation Date.

8.                                       No Suggestion of Future Employment.  MR.CHAPUT acknowledges that there is no suggestion or implication that hisemployment with DOE RUN or any of the DOE RUN RELEASEES shall be continued fora definite period of time, or once ended resumed at any future time.

9.                                       Choice of Law.  This Release shall beconstrued and governed by the laws of the State of Missouri.

10.                                 Modification.  The parties hereto agree that this Agreementmay not be modified, altered, or changed except by a written agreement signedby the parties.

11.                                 EntireAgreement.  The parties acknowledgethat this constitutes the entire agreement between them superseding all priorwritten and oral agreements, regarding MR. CHAPUT’s separation, and that thereare no other understandings or agreements, written or oral, among them on thesubject of MR. CHAPUT’s separation.

12.                                 Severability.  If any provision of this Agreement is held tobe invalid, the remaining provisions shall remain in full force and effect.

13.                                 EffectiveDate.  Separate copies of thisdocument shall constitute original documents which may be signed separately butwhich together will constitute one single agreement.  This Agreement shall become effective andbinding on the eighth day following MR. CHAPUT’s execution of this Agreement.

14.                                 Timefor Consideration and Execution.  By executing this Agreement, MR. CHAPUTacknowledges that he has been advised by a representative of DOE RUN that he isentitled to twenty-one (21) days within which to consider this Agreement beforehis signing the

 

 

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same, and that he has, in fact, been offered twenty-one (21) dayswithin which to consider this Agreement before signing the Agreement.

15.                                 Time for Revocation.  Byexecuting this Agreement, MR. CHAPUT acknowledges that he has been advised by arepresentative of DOE RUN that this Agreement shall not become effective untilthe eighth (8th) calendar day after the date of MR. CHAPUT’s execution of thisAgreement.  During the seven (7) dayperiod following MR. CHAPUT’s execution of this Agreement, MR. CHAPUT mayfreely revoke his execution of this Agreement by providing written notificationof such revocation to Barbara Shepard, The Doe Run Company, 1801 Park 270Drive, Suite 300, St. Louis, MO 63146. Upon expiration of the seven (7) day period, MR. CHAPUT acknowledgesthat this Agreement becomes final and binding. If MR. CHAPUT revokes this Agreement within the seven (7) day periodfollowing his execution of this Agreement, it shall not be effective orenforceable, and MR. CHAPUT will not receive the payments or benefits describedin this Agreement.

16.                                 Consultation With an Attorney.  Byexecuting this Agreement, MR. CHAPUT acknowledges that, at the time he waspresented with this Agreement for his consideration, he was advised by arepresentative from DOE RUN, in writing, to consult with an attorney about thisAgreement, its meaning and effect, before executing this Agreement.

17.                                 NoReliance.  The parties have notrelied on any representations, promises, or agreements of any kind made to themin connection with this Agreement, except for those set forth in thisAgreement.

18.                                 Capacityto Settle.  MR. CHAPUT represents andwarrants that he has no legal impediments (including bankruptcies) to fully andcompletely settle all claims and to sign this Agreement.  MR. CHAPUT further warrants that he is thesole owner of all the claims he has released in this Agreement, and that he hasnot assigned or transferred any such claim (or any interest in any such claim)to any other person, and that he will indemnify, defend and hold the DOE RUNRELEASEES harmless for any damages costs, fees or expenses which they may incurif these representations and warranties are incorrect in any respect.

19.                                 Return of Property.  MR.CHAPUT agrees to return all property belonging to DOE RUN, including, but notlimited to, keys, security cards, credit card, parking cards, computers,equipment, manuals, security and access codes, and documents of any kindprovided or shown to MR. CHAPUT throughout MR. CHAPUT’s employment with DOE RUN(including, but not limited to, policy books or memoranda, customer lists andcustomer data, pricing data, marketing data, products and services materials,and the like) promptly upon the cessation of his employment.

 

 

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20.                                 Covenantsof MR. CHAPUT.

(A)                              MR.CHAPUT covenants and agrees that he will not in any manner directly orindirectly, except as required in the performance of his duties to DOE RUN oras may be required by law:

(i)                                     from and after the date of this Agreement and forall time thereafter, disclose or divulge to any person, entity, firm or companywhatsoever, or use for his own benefit or the benefit of any other person,entity, firm or company, directly or indirectly, any confidential andproprietary information about the business and affairs of DOE RUN (includingwith limitation, information relating to DOE RUN’s or its subsidiaries’ mineralreserves, exploration, mining, smelting, refining, and recycling activities,customer lists, business plans, or financial information belonging to DOE RUNor developed by MR. CHAPUT on behalf of DOE RUN during his employment with DOERUN or during the term of this Agreement), the parties hereto stipulating, asbetween them, that the same are important, material, confidential and theproperty of DOE RUN, that disclosure of the same to or use of the same by thirdparties would adversely affect the effective and successful conduct of thebusiness of DOE RUN and the goodwill of DOE RUN,

(ii)                                  Fromand after the date of this Agreement through December 31, 2008, except at thewritten direction of the President of DOE RUN discuss any matters relating tothe business of operations of DOE RUN with any person, without regard towhether any of the foregoing matters will be deemed confidential, material orimportant, the parties hereto stipulating, as between them, that the same areimportant, material, confidential and the property of DOE RUN, that disclosureof the same to or use of the same by third parties would adversely affect theeffective and successful conduct of the business of DOE RUN and the good willof DOE RUN.

Any breach of theterms of this subparagraph (A) shall be a material breach of this Agreement.

(B)                                Fromand after the date of this Agreement through December 31, 2008,  MR. CHAPUT covenants and agrees that he willnot in any manner directly or indirectly:

(i)                                     solicit,divert, take away or interfere with any of the customers (or their respectiveaffiliates or successors) of DOE RUN;

(ii)                                  engagedirectly or indirectly, either personally or as an employee, partner, associatepartner, officer, manager, agent, advisor, consultant or otherwise, or by meansof any corporate or other entity or device, in any business which iscompetitive with the business of DOE RUN; for purposes of this covenant abusiness will be deemed competitive only if it is engaged in the 

 

 

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business ofproducing, recycling, fabricating or selling non-ferrous metals (the partiesacknowledge DOE RUN’s trading area is global), as of the date of cessation ofMR. CHAPUT’s engagement with DOE RUN. However, nothing contained in thissubparagraph 20(B)(ii) shall be deemed to prohibit MR. CHAPUT from anyengagement in the natural resources industry, provided the engagement does notinvolve a business engaged in producing, recycling, fabricating or sellingnon-ferrous metals, and further provided MR. CHAPUT, in any such engagement,shall comply with the provisions of subparagraph 20(B) hereto.

(iii)                               induce any salesman,distributor, supplier, manufacturer, representative, agent or other persontransacting business with DOE RUN to terminate their relationship with the DOERUN, or to represent, distribute or sell products in competition with productsof DOE RUN; or

(iv)                              induceor cause any employee of DOE RUN to leave the employ of DOE RUN.

(C)                                Itis the intention of the parties to restrict the activities of MR. CHAPUT underthis paragraph 20 only to the extent necessary for the protection of legitimatebusiness interests of DOE RUN, and the parties specifically covenant and agreethat should any of the provisions set forth herein, under any set ofcircumstances not now foreseen by the parties, be deemed too broad for suchpurpose, said provisions will nevertheless be valid and enforceable to theextent necessary for such protection.

21.***                                ***NoDisparagement.  MR. CHAPUT agreesthat he will not disparage DOE RUN, itsparent companies, its affiliate companies, its subsidiary companies, and theirdirectors, officers, shareholders, employees, agents, attorneys, successors andassigns or solicit or encourage others to do so, and he will not make,solicit or encourage any comments, statements or the like to the media or toothers which are derogatory or detrimental to the good name or businessreputation of DOE RUN.

DOE RUN agreesthat it will not disparage MR. CHAPUT. In the event a comment, derogatory or detrimental to the good name orbusiness of reputation of MR. CHAPUT, is published or broadcast by a mediaentity, and it is made by or attributed to an employee of DOE RUN and DOE RUNis advised of it by MR. CHAPUT, then DOE RUN shall issue a statement thatstates that this is not the position of the Company, and that it appreciatedthe efforts of MR. CHAPUT during his 19 years of service.

22.                                 Confidentiality.  MR. CHAPUT agrees that the terms andconditions of this Agreement are confidential and he agrees not to disclose ordisseminate information concerning this Agreement to anyone other than hisspouse, his lawyers or accountants, or government taxing authority, except asmay be required by law, or by order of court, without the prior writtenpermission of DOE RUN.  Nothing in thisAgreement shall prevent Doe Run

 

 

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from disclosing the terms of this Agreement andthe existence thereof, if required by law or in accordance with an writtenindentures to which DOE RUN is signatory.

23.                                 Arbitration. The parties agree that in the event ofany breach or alleged breach of this Agreement, such breach or dispute shall besubmitted to arbitration under the rules of the American ArbitrationAssociation (“AAA”) for selection of a neutral arbitrator.  Arbitration shall be the sole and exclusiveremedy with respect to any alleged breach or dispute, and shall be handledpursuant to the procedures and provisions of the AAA and the proceedings shallbe private and confidential.

The parties shalljointly request the AAA to designate a panel of arbitrators, and either theparties mutually shall agree upon one of the arbitrators or, in the absence ofmutual agreement, each side shall alternatively strike a name from the list ofarbitrators commencing with the party seeking arbitration, and the nameremaining on the list shall be deemed chosen as the arbitrator.

The parties agreethat the issue before the arbitrator shall be whether one of the partiesbreached the terms of this Agreement, and, if so, what are the appropriatedamages, if any, except that the arbitratorwill have no authority to award punitive damages or damages for non-economicinjuries.  The finding of thearbitrator shall be final and binding on both parties.  The arbitrator shall have no power to add to,detract from, or alter this Agreement in any way, and, notwithstanding any AAArule to the contrary, the arbitrator shall have no power to award, and may notaward, punitive or non-economic damages. The arbitrator’s decision shall be subject to review only as providedunder the Federal Arbitration Act where the arbitrator has failed to base hisor her decision on the Agreement. Pending final decision by the arbitrator, there shall be no other legalaction taken by either party to the controversy.

The arbitrationshall take place in the State of Missouri in the metropolitan St. Louisarea.  All costs and expenses incidentalto and arising out of the arbitration (*e.g.,*arbitrator’sfee) shall be borne by the losing party, but each side shall pay its own attorneys’fees.

24.                                 VestedRights.  The parties furtheragree that this Agreement shall not adversely affect, alter, or extinguish anyvested rights that MR. CHAPUT may have with respect to any pension orretirement benefits to which he is or will be entitled by virtue of hisemployment with DOE RUN, and nothing in this Agreement will prohibit MR. CHAPUTfrom enforcing his rights to any such pension or retirement benefits, includingbut not limited to DOE RUN’s 401(k) Plan, the Doe Run Defined Benefit Plan, andthe Doe Run Resources Corporation Supplemental Employee Retirement Plan.

25.                                 Recitals.  The recitals that begin thisAgreement are part of the provisions of this Agreement.

The remainder of this pageintentionally left blank

 

 

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IN WITNESS WHEREOF, the undersignedparties have executed this **SEPARATION AGREEMENT ANDGENERAL RELEASE**.

|        |   | THE DOE RUN RESOURCES CORPORATION |
|--------|--------|-----------------------------------|
|   |   |                              |
|   |   |                              |
|   |   | By                                | /s/ A B Neil |

Subscribed and sworn to beforeme, a Notary Public, this 16 day of August, 2006.
|        |   | /s/ Kristina D Drayton |   |
|--------|--------|------------------------|--------|
|   |   | NOTARY PUBLIC          |

My commission expires:
| 11/30/2006 |   |
|------------|--------|

 

 

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**I HAVE READ THIS SEPARATIONAGREEMENT AND GENERAL RELEASE AND, UNDERSTANDING ALL OF ITS TERMS, SIGN IT OFMY FREE WILL.  I UNDERSTAND THAT THISAGREEMENT HAS A BINDING ARBITRATION PROVISION WHICH CAN BE ENFORCED BY THEPARTIES.**
|        |   | /s/ David Chaput |
|--------|--------|------------------|
|   |   | DAVID A. CHAPUT  |

Subscribed and sworn to beforeme, a Notary Public, this 16 day of August, 2006.
|        | s/ Kristina D  Drayton |
|--------|------------------------|
|   | NOTARY PUBLIC          |

My commission expires:
| 11/30/2006 |   |
|------------|--------|

 

 

 

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