**Exhibit10.2**

**EXECUTIVE SEVERANCEBENEFITS AGREEMENT**

This EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”)is made and entered into effective as of April 29, 2006 (the “CommencementDate”), between **[Guitar Center,Inc.][Musician’s Friend, Inc.][Guitar Center Stores, Inc.]**, aDelaware corporation (the “Company”), and                   (the “Executive”).

RECITALS:

A.   Executive is currently employed by theCompany.

B.   The Company and Executive wish to set forththe compensation and benefits which Executive shall be entitled to receive inthe event Executive’s employment with the Company is terminated under thecircumstances described herein.

C.   This Agreement supercedes any prior ExecutiveSeverance Benefits Agreement between the Company and Executive.

AGREEMENT:

In consideration of the mutual covenants containedherein and other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties hereto agree as follows:

# 1.   TERM OFAGREEMENT.  This Agreement shallcommence on the Commencement Date hereof and shall continue in effect throughApril 29, 2009 (the “Scheduled Expiration Date”); provided,**however, that in the eventneither party to this Agreement has given written notice to the other party ofits intent to terminate this Agreement by the date that is one hundred twenty(120) days prior to the Scheduled Expiration Date (as may be extended byoperation of this Section 1), the Scheduled Expiration Date shall automaticallybe extended by an additional twelve (12) months.

# 2.   SEVERANCE.

(a)   SEVERANCE.   Nobenefits shall be payable under this Agreement unless there has been aQualifying Termination.  For purposes ofthis Agreement, a “Qualifying Termination” shall mean a termination ofExecutive’s employment with the Company prior to the Scheduled Expiration Date(i) by the Company without Cause or (ii) by the Executive with ReasonableJustification.  A termination ofExecutive’s employment as a result of Executive’s death or Disability (asdefined below) shall not be a Qualifying Termination.  In the event of a Qualifying Termination, Executive shall be entitled to receive thefollowing severance benefits, unless Executive has breached the provisions ofthis Agreement, in which case the provisions of Section 8(a)(ii) shall apply:

(i)   ACCRUED BASE SALARY.   TheCompany shall pay to the Executive his current base salary through the date oftermination.

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(ii)   CASH SEVERANCE.   Subject to theprovisions of Section 8(o), Executive shall be entitled to receive, at thetimes specified in Section 2(b), severance pay in an amount equal to the sumof:

#### (A)   Executive’scurrent annual base salary as in effect immediately prior to the date oftermination, payable over the twelve (12) month period commencing on the dateof termination (the “Severance Period”); plus

(B)   anannual cash bonus equal to the last annual cash bonus (excluding any portionthereof that the Chief Executive Officer of the Company consideredextraordinary and non-recurring) Executive received prior to termination, ifany (except as set forth in the immediately preceding clause, the Company shallnot be obligated to pay any bonus with respect to the year in which the date oftermination occurs or for any completed year for which bonuses have not yetbeen allocated, regardless of the financial performance of the Company or anyother Company policy or prior practice); plus

(C)   anyunpaid vacation accrued through the date of termination in accordance withCompany policy; plus

(D)   reimbursementfor all outstanding expenses incurred by Executive prior to the date oftermination and in the course of performing Executive’s duties as an employeeof the Company which are consistent with the Company’s policies in effect fromtime to time with respect to travel, entertainment and other business expenses,subject to the Company’s requirements with respect to reporting and documentingsuch expenses.

(iii)   BENEFITS.   In the event thatExecutive elects to continue group health insurance coverage for himself andhis eligible dependents who were covered under the Company’s medical plans asof the date of termination, at the same level in effect as of the date oftermination, pursuant to the Consolidated Omnibus Budget Reconciliation Act of1985, as amended (“COBRA”), the Company shall pay for the amount of his premiumpayments for such coverage for the Severance Period (or, if suchcontinuation is not permitted by the Company’s insurers beyond the date oftermination, a cash payment equal to the average annual premium the Companypays to obtain health insurance for an employee).  In the event Executive desires to discontinuethis coverage, he shall notify the Company in writing which shall promptlyterminate the coverage benefit.

(iv)   COMPANYCAR.   Executive may at his sole expense elect to (A) assume the leaseon any Company-provided automobile used by Executive as of the date oftermination, if any, or, if such vehicle is owned by the Company, purchase suchvehicle at a price equal to its wholesale “blue book” value or (B) return suchvehicle to the Company as provided for in Section 8(h).

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(v)   EQUITYINCENTIVE PROGRAMS.   Following the date of termination, Executive’sequity incentives, if any, shall continue to be governed by the terms of theplan and agreements pursuant to which such equity incentives were granted.

(A)   Notwithstandingthe above, if at any time that Executive is employed by the Company hereunderthere is a Change in Control (as defined in the Guitar Center, Inc. 2004Incentive Stock Award Plan), all stock options then held by the Executive shallimmediately vest andbecome exercisable and/or all restrictions on shares of restricted stock orrestricted stock units then issued to and held by the Executive (butexcluding unissued equity interests including without limitation performanceshares allocated but not earned under any long-term incentive plan) shall immediately lapse.

(B)   Notwithstanding the above, in the event of a QualifyingTermination, Executive shall be permitted to exercise any of his non-qualifiedstock options granted on or after April 29, 2006 for a period of one (1) yearfollowing the date of such Qualifying Termination.

(vi)   LONGTERM INCENTIVE PLAN.   Following the date of termination, Executive’sparticipation in the Guitar Center, Inc. 2005 Long Term Incentive Plan(collectively with any successor plan or plans, the “LTIP”) shall continue tobe governed solely by the terms of the LTIP, it being expressly understood thatSection 2(a)(v) shall not be applicable to the LTIP or any interests therein.

(b)   TIMING OFPOST-TERMINATION PAYMENTS.   Subject to Section 8(o), the severancepayments provided for in Section 2(a)(ii)(A) above shall be paid periodicallyin the same amounts and at the same intervals as Executive’s base salary waspaid immediately prior to the date of termination.  The severance payment provided for in Section2(a)(ii)(B) above shall be paid on the last day of the Severance Period.  IfExecutive has breached the provisions of this Agreement, the Company shall havethe right to terminate the severance payments provided for in this Section 2pursuant to the provisions of Section 8(a)(ii).

(c)   TAXES.   Executiveunderstands and agrees that all payments under this Agreement will be subjectto appropriate tax withholding and other deductions, as and to the extent required by law.  To the extent any taxes may be payable by theExecutive for the benefits provided to him by this Agreement beyond thosewithheld by the Company, the Executive agrees to pay them himself and toindemnify and hold the Company and the other entities released herein harmlessfor any tax claims or penalties, and associated attorneys’ fees and costs,resulting from any failure by him to make required payments.

(d)   EXCLUSIVEREMEDY.   Except as otherwise expressly required by law (e.g., COBRA)or as specifically provided herein, all of the Executive’s rights to salary,severance, benefits, bonuses and other amounts hereunder (if any) accruingafter the termination of Executive’s employment shall cease upon suchtermination.  In the event of atermination of Executive’s employment with the Company, the Executive’s soleand exclusive remedy shall be to receive the severance payments and benefitsdescribed in this Section 2.  Executiveshall have no duty to mitigate any damages which Executive may suffer as aresult of any termination of 

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employment nor shall the severance benefits payable toExecutive be reduced by any sums actually earned by Executive as a result ofany other employment obtained by Executive.

(e)   RELEASE.   Asa condition to the Executive’s receipt of any post-termination benefitsdescribed in this Agreement, the Executive shall be required to execute ageneral release of all claims arising out of his employment or the terminationthereof, which general release will also include a customary non-disparagementcovenant from Executive (the “Executive Release”), in a form reasonablyacceptable to the Company.  SuchExecutive Release shall specifically relate to all of the Executive’s rightsand claims in existence at the time of such execution but shall exclude anycontinuing obligations the Company or any of its affiliates may have to theExecutive following the date of termination under this Agreement or any otheragreement expressly providing for obligations to survive the Executive’stermination of employment.

(f)   OTHERTERMINATION.   If the Employment Period is terminated prior to theScheduled Expiration Date for any reason other than by the Company without Causeor by the Executive with Reasonable Justification, including as a result ofExecutive’s death or Disability, the Executive shall be entitled to receiveonly his base salary and then only to the extent such amount has accruedthrough the date of termination.

(g)   DEFINITIONOF CAUSE.   For purposes of this Agreement, “Cause” means anytermination by the Company of Executive’s employment within ninety (90) daysafter the Board of Guitar Center, Inc. (“Parent”) becomes aware of theoccurrence of any of the following:

(i)   theongoing and repeated failure by the Executive to perform such lawful dutiesconsistent with Executive’s position as are reasonably requested by either theChief Executive Officer of the Company or the Board of Parent in good faith asdocumented in writing to the Executive;

(ii)   theExecutive’s ongoing and repeated material neglect of his duties on a generalbasis, notwithstanding written notice of objection from either the ChiefExecutive Officer of the Company or the Board of Parent and the expiration of athirty (30) day cure period;

(iii)   thecommission by the Executive of any act of fraud, theft or criminal dishonestywith respect to the Company or any of its affiliates, or the conviction of theExecutive of any felony;

(iv)   theExecutive’s failure to adhere to all policies and procedures established by theCompany from time to time in its discretion, generally applicable to allexecutives of the Company and disclosed to Executive, including withoutlimitation, any policies related to sexual harassment, anti-discrimination andsimilar employment practices;

(v)   thecommission of any act involving moral turpitude which (y) brings the Company orany of its affiliates into public disrepute or disgrace, or (z) 

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causes material injury tothe customer relations, operations or the business prospects of the Company or anyof its affiliates; or

(vi)   materialbreach by the Executive of this Agreement, including, without limitation, anybreach by the Executive of the Confidentiality and Noncompetition Agreements(as defined in Section 3 below), not cured within thirty (30) days afterwritten notice to Executive from either the Chief Executive Officer of theCompany or the Board of Parent; provided, however, that in theevent of an intentional breach of the provisions of the Confidentiality andNoncompetition Agreements, the Executive shall not have the opportunity tocure.

(h)   DEFINITIONOF DISABILITY.   For purposes of this Agreement the term “Disability”means any long-term disability or incapacity which (i) renders the Executiveunable to substantially perform all of his duties hereunder for ninety (90)days during any one hundred eighty (180) day period or (ii) would reasonably beexpected to render the Executive unable to substantially perform all of hisduties for ninety (90) days during any one hundred eighty (180) day period, ineach case as determined by the Board of Parent (excluding the Executive if heshould be a member of the Board of Parent at the time of such determination) inits good faith judgment after seeking and reviewing advice from a qualifiedphysician.

(i)   DEFINITIONOF REASONABLE JUSTIFICATION.   For purposes of this Agreement, “ReasonableJustification” means any voluntary termination by the Executive of hisemployment with the Company within ninety (90) days after the occurrence of anyof the following events without Executive’s written consent:

(i)   theExecutive is directed to perform an act that the Executive reasonably believesafter consultation with counsel to be in contravention of law, or which theExecutive reasonably believes would subject the Company and himself to materialliability, despite his prior express written objection addressed to the Boardof Parent with respect to such action;

(ii)   therehas been any material reduction in the nature or scope of Executive’sresponsibilities, or the Executive is assigned duties that are materiallyinconsistent with his position (in each case, other than on a temporary basis);

(iii)   thereis any material reduction in the Executive’s compensation or a materialreduction in Executive’s other benefits (other than reductions in benefits thatgenerally affect all employees entitled to such benefits ratably);

(iv)   theExecutive is required by the Company or any of its affiliates, after writtenobjection by the Executive addressed to the Chief Executive Officer of theCompany, to relocate his principal place of employment outside a radius offifty (50) miles from his place of employment immediately prior to suchrelocation; or

(v)   there isa material failure by the Company or any of its affiliates to perform any of itsobligations to the Executive under this Agreement;

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provided,however, that with respect to breaches of Section 2(h)(ii), (iii) and(v), the Company shall be given written notice by Executive of such breach andthirty (30) days to cure such breach.

3.   CONFIDENTIALITYAND NONCOMPETITION AGREEMENTS.   Executive acknowledges and reaffirmshis obligations to the Company pursuant to any confidentiality, noncompetitionand/or nonsolicitation agreements entered into by Executive with the Companyand/or its affiliates (the “Confidentiality and Noncompetition Agreements”).

4.   NON-DISPARAGEMENT.   Executiveagrees that he will not disparage or denigrate to any person any aspect of hispast relationship with the Company or any of its affiliates, nor the characterof the Company or any of its affiliates or their respective agents,representatives, products, or operating methods, whether past, present, orfuture, and whether or not based on or with reference to their pastrelationship; provided, however, that this paragraph shall haveno application to any evidence or testimony requested of Executive by any courtor government agency.  In the event anygovernment agency or any of Company’s or any of its affiliates’ present orfuture labor unions, adverse parties in actual or potential litigation,suppliers, service providers, employees or customers initiate communicationswith the Executive, the Executive agrees that he will only inform any suchpersons, consistent with this paragraph, of his change in status and direct suchpersons to an appropriate office or current employee of the Company.

5.   TRANSITIONALINQUIRIES.   For a reasonable period of time following the date oftermination, Executive agrees to make himself available to the Company toanswer telephone inquiries related to the transition of his duties.  Executive’s obligations pursuant to thisSection 5 are a material inducement to the Company’s entering into thisAgreement with Executive.

6.   Right toConsult Counsel.   EXECUTIVE REPRESENTS AND AGREES THAT HE FULLYUNDERSTANDS HIS RIGHT TO DISCUSS ALL ASPECTS OF THIS AGREEMENT WITH HIS PRIVATEATTORNEY, AND THAT TO THE EXTENT, IF ANY, THAT HE DESIRED, HE AVAILED HIMSELFOF SUCH RIGHT.  EXECUTIVE FURTHERREPRESENTS THAT HE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THEPROVISIONS OF THIS AGREEMENT, THAT HE IS COMPETENT TO EXECUTE THIS AGREEMENT,THAT HIS AGREEMENT TO EXECUTE THIS AGREEMENT HAS NOT BEEN OBTAINED BY ANYDURESS AND THAT HE FREELY AND VOLUNTARILY ENTERS INTO IT, AND THAT HE HAS READTHIS DOCUMENT IN ITS ENTIRETY AND FULLY UNDERSTANDS THE MEANING, INTENT ANDCONSEQUENCES OF THIS DOCUMENT.

7.   NOTICES.   Allnotices, requests, demands, claims, and other communications hereunder shall bein writing.  Any notice, request, demand,claim or other communication hereunder shall be delivered personally to therecipient, delivered by United States Post Office mail (postage prepaid andreturn receipt requested), telecopied to the intended recipient at the numberset forth therefor below (with hard copy to follow), or sent to the recipientby reputable express courier service (charges prepaid) and addressed to theintended recipient as set forth below:

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If to the Company, to:

GuitarCenter, Inc.

5795Lindero Canyon Road

WestlakeVillage, California  91362

Attention:  General Counsel

Telephone:  (818) 735-8800

Telecopier:  (818) 735-4923

If to the Executive, to the address noted on thesignature page of this Agreement or such other address as the recipient partyto whom notice is to be given may have furnished to the other party in writingin accordance herewith.  Any suchcommunication shall be deemed to have been delivered and received (a) whendelivered, if personally delivered, sent by telecopier or sent by overnightcourier, and (b) on the fifth business day following the date posted, if sentby mail.

8.   GENERAL PROVISIONS.

(a)   SEVERABILITY/ENFORCEMENT.   (i)  Itis the desire and intent of the parties hereto that the provisions of thisAgreement be enforced to the fullest extent permissible under the laws andpublic policies applied in each jurisdiction in which enforcement issought.  Accordingly, if any particularprovision of this Agreement shall be adjudicated by a court of competentjurisdiction to be invalid, prohibited or unenforceable for any reason, suchprovision, as to such jurisdiction, shall be ineffective, without invalidatingthe remaining provisions of this Agreement or affecting the validity orenforceability of this Agreement or affecting the validity or enforceability ofsuch provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowlydrawn so as not to be invalid, prohibited or unenforceable in suchjurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, withoutinvalidating the remaining provisions of this Agreement or affecting thevalidity or enforceability of such provision in any other jurisdiction.

(ii)   In addition to the foregoing, and not inany way in limitation thereof, or in limitation of any right or remedyotherwise available to the Company, if the Executive materially violates anyprovision of this Agreement, including, without limitation, Section 5 hereof,or Executive’s Confidentiality and Noncompetition Agreements, (and suchviolation, if unintentional on the part of the Executive, continues for aperiod of twenty-one (21) days following receipt of written notice from theCompany), any severance payments then or thereafter due from the Company to theExecutive may be terminated forthwith and upon such election by the Company,the Company’s obligation to pay and the Executive’s right to receive suchseverance payments shall terminate and be of no further force or effect.  The Executive’s obligations under thisAgreement, including, without limitation, Section 5 hereof,  or Executive’s Confidentiality and NoncompetitionAgreements shall not be limited or affected by, and such provisions shallremain in full force and effect notwithstanding the termination of anyseverance payments by the Company in accordance with this Section 8(a)(ii).  The exercise of the right to terminate suchpayments shall not be deemed to be an election of remedies by the Company andshall not in any manner modify, limit or preclude the Company from exercisingany other rights or seeking any other remedies available to it at law or inequity.

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# (b)   COMPLETEAGREEMENT; SURVIVAL.   This Agreement, those documents expresslyreferred to herein and all other documents of even date herewith embody thecomplete agreement and understanding among the parties and supersede andpreempt any prior understandings, agreements or representations by or among theparties, written or oral, which may have related to the subject matter hereofin any way including, without limitation, any prior Executive SeveranceBenefits Agreement between the Company and Executive; provided, however,that this Agreement shall not amend, supercede or terminate any rights grantedto Executive pursuant to any indemnification agreement between Executive andthe Company or any affiliate of the Company. The representations, warranties, covenants and agreements made hereinshall, as applicable, survive any termination of this Agreement in accordancewith their respective terms.

(c)   SUCCESSORSAND ASSIGNS.   Except as otherwise provided herein, this Agreementshall bind and inure to the benefit of and be enforceable by the Executive andthe Company and their respective successors, assigns, heirs, representativesand estate; provided, however, that the rights and obligations ofthe Executive under this Agreement shall not be assigned without the priorwritten consent of the Company.  Withoutlimiting the foregoing, it is expressly acknowledged that the Company maytransfer Executive and assign this Agreement to any present or future affiliateof the Company.

(d)   GOVERNINGLAW.   THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE DOMESTIC LAWS OF THE STATE OF CALIFORNIAWITHOUT GIVING EFFECT TO ANYCHOICE OF LAW OR CONFLICTING PROVISION OR RULE THAT WOULD CAUSE THE LAWS OF ANYJURISDICTION OTHER THAN THE STATE OF CALIFORNIATO BE APPLIED.

(e)   ARBITRATION.

(i)   Unlessotherwise provided herein, in the event that there shall be a dispute (a “Dispute”)among the parties arising out of or relating to this Agreement, or the breachthereof, the parties agree that such dispute shall be resolved by final andbinding arbitration before a single arbitrator in Los Angeles County,California, administered by the American Arbitration Association (the “AAA”), in accordance with AAA’s Employment ADR Rules.  The arbitrator’s decision shall be final andbinding upon the parties, and may be entered and enforced in any court ofcompetent jurisdiction by either of the parties.  The arbitrator shall have the power to granttemporary, preliminary and permanent relief, including without limitation,injunctive relief and specific performance.

(ii)   TheCompany will pay the direct costs and expenses of the arbitration.  Executive and the Company are responsible fortheir respective attorneys’ fees incurred in connection with enforcing thisAgreement; however, Executive and the Company agree that, except as maybe prohibited by law, the arbitrator may, in his or her discretion, awardreasonable attorneys’ fees to the prevailing party.

(iii)   ThisSection 8(e) shall not apply to the Confidentiality and NoncompetitionAgreements.

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(f)   JURISDICTION,ETC.

(i)   Withoutlimiting the generality of the arbitration provisions contained in Section8(e), each of the parties hereto hereby irrevocably and unconditionallysubmits, for itself and its property, to the nonexclusive jurisdiction of any California****Statecourt or Federal court of the United States of America sitting in the State of California, and any appellate courtfrom any thereof, in any action or proceeding arising out of or relating tothis Agreement not required to be submitted to arbitration pursuant to Section8(e) or for recognition or enforcement of any judgment, and each of the partieshereto hereby irrevocably and unconditionally agrees that all claims in respectof any such action or proceeding may be heard and determined in any such California****Statecourt or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that afinal judgment in any such action or proceeding shall be conclusive and may beenforced in other jurisdictions by suit on the judgment or in any other mannerprovided by law.

(ii)   Each ofthe parties hereto irrevocably and unconditionally waives, to the fullestextent it may legally and effectively do so, any objection that it may now orhereafter have to the laying of venue of any suit, action or proceeding arisingout of or relating to this Agreement in any California****State orFederal court.  Each of the parties hereto irrevocably waives,to the fullest extent permitted by law, the defense of an inconvenient forum tothe maintenance of such action or proceeding in any such court.

(iii)   TheCompany and the Executive further agree that the mailing by certified orregistered mail, return receipt requested, of any process required by any such court shall constitute valid andlawful service of process against them, without the necessity for service byany other means provided by law.

(g)   AMENDMENTAND WAIVER.   The provisions of this Agreement may be amended andwaived by mutual agreement of the parties only by a written instrument executedby the Company and Executive which makes express reference to this Agreementand no course of conduct or failure or delay in enforcing the provisions ofthis Agreement shall affect the validity, binding effect or enforceability of thisAgreement or any provision hereof.

(h)   TRANSFER OF COMPANY PROPERTY.   On orbefore the commencement of the Severance Period, Executive agrees to turn overto the Company any and all property, tangible or intangible, relating toits business, which he possessed or had control over at any time (including,but not limited to, Executive’s Company-provided credit cards, building oroffice access cards, keys, computer equipment, manuals, files, documents,records, software, customer data base and other data), and that he shall notretain any copies, compilations, extracts, excerpts, summaries or other notesof any such manuals, files, documents, records, software, customer data base orother datafiles, memoranda, records,and other documents, and any other physical or personal property which are theproperty of the Company and which he had in his possession, custody or control,including any computers, cellular phones, PDA’s or similar business equipment.

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(i)   HEADINGS.   Thesection headings contained in this Agreement are for reference purposes onlyand shall not affect in any way the meaning or interpretation of thisAgreement.

(j)   COUNTERPARTS.   ThisAgreement may be executed in two or more counterparts, each of which shall bedeemed an original and all of which together shall constitute one and the sameinstrument.

(k)   CONSTRUCTION.   Theparties participated jointly in the negotiation and drafting of this Agreementand the language used in this Agreement shall be deemed to be the languagechosen by the parties to express their mutual intent.  If an ambiguity or question of intent orinterpretation arises, then this Agreement will accordingly be construed asdrafted jointly by the parties to this Agreement, and no presumption or burdenof proof will arise favoring or disfavoring any party to this Agreement byvirtue of the authorship of any of the provisions of this Agreement.

(l)   AT-WILL EMPLOYMENT.   TheCompany and Executive acknowledge that Executive’s employment is and shallcontinue to be at-will, as defined under applicable law.  Executive acknowledges and agrees thatnothing in this Agreement shall confer upon Executive any right with respect tocontinuation of employment by the Company, nor shall it interfere in any way withExecutive’s right or the Company’s right to terminate Executive’s employment atany time, with or without cause and with or without prior notice.

(m)   NO THIRDPARTY BENEFICIARIES.   Nothing in this Agreement, expressed or implied,is intended to confer on any person other than the parties and their respectivesuccessors and permitted assigns any rights or remedies under or by reason ofthis Agreement.

## (n)   RESIGNATION AS OFFICER AND DIRECTOR.   Effectiveas of the date of termination of employment with the Company for any reason,Executive shall be deemed to have resigned from all offices and directorships,if any, then held with the Company or any of its affiliates.

## (o)   INTERNAL REVENUE CODE SECTION 409A.   ThisAgreement shall be interpreted, construed and administered in a manner thatsatisfies the requirements of Section 409A of the Internal Revenue Code of1986, as amended (the “Code”), and the TreasuryRegulations thereunder, and any payment scheduled to be made hereunder thatwould otherwise violate Section 409A of the Code shall be delayed to the extentnecessary for this Agreement and such payment to comply with Section 409A andthe Treasury Regulations thereunder.

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IN WITNESS WHEREOF, the parties hereto have executedthis Executive Severance Benefits Agreement as of the date first written above.
|            | **[GUITAR CENTER, INC.]**          |
|------------|------------------------------------|
| ** ** | **[MUSICIAN’S FRIEND, INC.]** |
| ** ** | **[GUITAR CENTER STORES, INC.]**   |
| ** ** | ** **                         |
| ** ** | ** **                         |
| ** ** | ** **                         |
|       | By:                                |   |
|       |                               | Authorized Signatory |
|       |                               |   |
|       |                               | EXECUTIVE |
|       |                               |   |
|       |                               |   |
|       |                               | [Name of Executive] |
|       |                               |   |
|       |                               | Address for Notice: |
|       |                               |   |
|       |                               |   |
|       |                               |   |   |
|       |                               |   |   |
|       |                               |   |   |

 

 

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