EXHIBIT 10(i)

                      FORM OF THE LL&E CHANGE IN CONTROL

                       SEVERANCE PLAN FOR KEY EXECUTIVES



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                                                     Exhibit 10(i)


                   THE LL&E CHANGE IN CONTROL SEVERANCE PLAN

                                   PREAMBLE


            The Board of Directors of The Louisiana Land and
Exploration Company (the "Company") considers the maintenance of a
sound management to be essential to protecting and enhancing the
best interests of the Company and its stockholders and recognizes
that the possibility of a change in control raises uncertainty and
questions among key employees and may result in the departure or
distraction of such key employees to the detriment of the Company
and its stockholders.  In addition, the Board of Directors of the
Company believes it is important, should the Company receive
proposals from third parties with respect to its future to enable
key employees, without being influenced by the uncertainties of
their own situations, to assess and advise the Company whether such
proposals would be in the best interests of the Company and its
stockholders and to take such other action regarding such proposals
as the Company might determine to be appropriate.  Accordingly, the
Board of Directors has decided to establish this Plan to assure
that it will have the continued dedication of the designated
eligible employees and the availability of their advice and counsel
notwithstanding the possibility, threat, or occurrence of an event
affecting control of the  Company, and to induce the designated
eligible employees to remain in the employ of the Company.


                          ARTICLE I  --  DEFINITIONS

            The following words and phrases as set forth in this Plan
shall have the respective meanings set forth below:

            1.1.  Change in Control.  The term "Change in Control"
means a change in control of the Company as defined in Article III.

            1.2.  Committee.  The Compensation Committee of the Board
of Directors of The Louisiana Land and Exploration Company.

            1.3.  Company.  The Louisiana Land and Exploration
Company, a Maryland corporation.

            1.4.  Eligible Employee.  An employee of the Company who
has been designated by the Board of Directors of the Company for
participation in the Plan and whose designation is still in effect
on the date of a Change in Control.

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            1.5.  Involuntary Termination.  Any termination of the
employment of an Eligible Employee within the Protection Period (as
hereinafter defined) if such termination constitutes:

             (i)  a termination by the Company for any reason other
      than a termination for "cause"; or

            (ii)  a termination by the Eligible Employee in connection
      with or based upon any of the following: (A) a significant
      change in the nature or scope of the Eligible Employee's
      duties and/or responsibilities; (B) a notification of a
      reduction of the Eligible Employee's compensation or his or
      her participation in any employee benefit plan or program; (C)
      any ordered relocation of the Eligible Employee to a place of
      employment which is more than 50 miles away from the Eligible
      Employee's principal place of employment immediately before
      the Change in Control; (D) any failure to provide facilities
      or services which are suitable to the Eligible Employee's
      position and adequate for the performance of his or her
      duties; or (E) a good faith determination by the Eligible
      Employee that due to any other material change in
      circumstances affecting the terms and conditions of
      employment, he or she is not able properly to carry on his or
      her duties and responsibilities.

The Protection Period shall be:  (i) in the case of an Eligible
Employee who has not attained age 55 at the time of the Change in
Control, the period of two years beginning on the date of the
Change in Control, and (ii) in the case of an Eligible  Employee
who is age 55 or older at the time of the Change in Control, the
period of five years beginning on the date of the Change in
Control.  For purposes of this Section 1.5, termination for "cause"
shall mean:  (A) an act or acts of dishonesty on the part of the
Eligible Employee resulting or intending to result directly or
indirectly in substantial gain or personal enrichment to which the
Eligible Employee was not legally entitled at the expense of the
Company; or (B) a material breach of the Eligible Employee's duties
or  responsibilities resulting in demonstrably material injury to
the Company, provided, however, that such breach shall not include
(i) bad judgment or negligence on the part of the Eligible
Employee; (ii) neglect of duties; (iii) any act or omission
believed by the Eligible Employee in good faith to have been in or
not opposed to the interests of the Company; or (iv) any act or
omission in respect of which a determination could properly be made
that the Eligible Employee met the applicable standard of conduct
prescribed for indemnification or reimbursement or payment of
expenses under the By-Laws of the Company, the laws of the State of
Maryland or the directors' and officers' liability insurance of the
Company, in each case as in effect at the time of such act or
omission.

            1.6.  Plan.  The term "Plan" shall mean The LL&E Change
in Control Severance Plan for Key Executives as set forth herein
and as it may be hereafter amended.
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            1.7.        Subsidiary.  The term "Subsidiary" shall mean
any corporation in which the Company possesses directly or
indirectly fifty percent (50%) or more of the combined voting power
of all classes of stock.


                           ARTCILE II  --  BENEFITS

            2.1.  Severance Benefits.  In the event of the
Involuntary Termination of an Eligible Employee, the Company shall
provide to the Eligible Employee the following benefits:

            (a)   The Company shall pay to the Eligible Employee in a
lump sum within 30 days of such Involuntary Termination an amount
of cash equal to two times the sum of (i) the Eligible Employee's
highest annual salary rate from the Company, whether current or
deferred, in effect for any of the thirty-six months immediately
prior to the date of Involuntary Termination or Change in Control
(whichever is greater), and (ii) the greater of (A) the highest
annual bonus paid, granted or awarded to the Eligible Employee by
the Company, whether current or deferred and whether or not vested,
during or in respect of any of the three calendar years immediately
prior to the date of Involuntary Termination or Change in Control
(whichever is greater) or (B) the product of the percentage of
salary payable as a bonus at 100% of target with respect to the
Eligible Employee under the Company's target bonus program for the
calendar year in which the Involuntary Termination occurs
multiplied by the Eligible Employee's highest annual salary rate
determined pursuant to (i) above.  For purposes of clause (ii) of
the preceding sentence, awards of Company Common Stock shall be
valued at the average of the high and low sales  prices as reported
on the New York Stock Exchange - Composite Transactions on the date
of the award (or, if the stock did not trade on that date, on the
first date prior thereto on which the stock traded).

            (b)   The Company shall supplement the benefits payable in
respect of the Eligible Employee under The LL&E Pension Plan, the
pension plan component of The LL&E Compensatory Benefits Agreement,
and the pension plan component of The LL&E Supplemental Excess Plan
(collectively, the "Pension Plans") by making a lump sum cash
payment within 30 days of such Involuntary Termination in an amount
equal to the present value of the difference between (i) the
benefits that the Eligible Employee would have been entitled to
receive under the Pension Plans if he or she had been credited with
two additional years of service (but no additional years of age)
for purposes of the benefit accrual formula under the Pension Plans
as of the date of his or her Involuntary Termination, and (ii) the
benefits that the Eligible Employee is entitled to receive under
the Pension Plans determined without regard to this subsection (b). 
Such present value shall be determined by an actuary selected by
the Company based on the actuarial equivalence factors, methods,
and assumptions used in determining lump sum distributions under  
                                                         
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The LL&E Pension Plan.  The additional years of service added for
purposes of the  benefit accrual formula under the Pension Plans
pursuant to this subsection (b) shall not be counted for purposes
of determining whether the Eligible Employee qualifies as a retiree
eligible for retiree benefits or for any other enhanced benefits
under the Pension Plans or under any other benefit plan or program
of the Company.

            (c)   During the period of two years beginning on the date
of the Eligible Employee's Involuntary Termination, the Eligible
Employee shall be deemed to remain an employee of the Company for
purposes of the applicable medical, life insurance, and long-term
disability plans and programs of the Company and shall be entitled
to receive the benefits available to employees thereunder, provided
that continued participation is possible under applicable law and
the terms of such plan or program, and provided, further, that if
the Eligible Employee qualified for retiree benefits under the
applicable medical plan or program on the date of his termination
of employment, the Eligible Employee shall instead be entitled to
receive the benefits available to retirees in accordance with the
terms of such plan or program.  In the event that the Eligible
Employee's participation in any such benefit plan or program is
barred, the Company shall arrange to provide the Eligible Employee
with substantially similar benefits.  The additional two years of
coverage pursuant to this subsection (c) shall not  be counted for
purposes of determining whether the Eligible Employee qualifies as
a retiree eligible for retiree benefits under the applicable
medical plan or program or under any other benefit plan or program
of the Company.

            (d)   The Company shall pay to the Eligible Employee in a
lump sum within 30 days of such Involuntary Termination an amount
of cash equal to 20% of the Eligible Employee's highest annual
salary rate from the Company paid by the Company during any of the
thirty-six months immediately prior to the date of Involuntary
Termination or Change in Control (whichever is greater).  The
payment pursuant to this subsection (d) is intended to compensate
the Eligible Employee for the Company-provided benefits that he or
she would have received under The LL&E Savings Plan, the savings
plan component of The LL&E Compensatory Benefits Agreement, and the
savings plan component of The LL&E Supplemental Excess Plan if he
or she had remained an employee of the Company for the two-year
period following the Involuntary Termination.

            (e)   The Company shall promptly reimburse the Eligible
Employee for any fees that he or she may pay to an outplacement
assistance firm in order to obtain outplacement assistance
services, provided that (i) such expenses must be incurred within
twelve (12) months after the Involuntary Termination, and (ii) the
Company's obligation pursuant to this  subsection (e) shall be
limited to fifteen percent (15%) of the Eligible Employee's highest
annual base salary rate from the Company, whether current or
deferred, in effect during any of the thirty-six months immediately
prior to the Involuntary Termination or Change in Control
(whichever is greater).<PAGE>
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            (f)   Each stock option granted by the Company to the
Eligible Employee and outstanding immediately prior to the
Involuntary Termination shall be fully exercisable and may be
exercised by the Eligible Employee (or his or her beneficiary or
personal representative) at any time prior to the expiration date
of the applicable option (determined without regard to any earlier
termination that would otherwise occur by reason of termination of
employment).  With respect to any shares of restricted stock
granted by the Company to the Eligible Employee and still subject
to restrictions immediately prior to the Involuntary Termination,
all restrictions shall immediately lapse upon such Involutary
Termination.  With respect to any performance shares granted by the
Company to the Eligible Employee and for which the Performance
Cycle has not expired on the date of Involuntary Termination, the
Eligible Employee shall receive an immediate payout of a percentage
of such performance shares, which percentage shall be the greater
of (i) 100%, or (ii) the percentage of performance shares earned
under the applicable program for the last Performance Cycle  that
ended before the date of Involuntary Termination.  Any outstanding
award agreements with the Eligible Employee are deemed amended to
the extent necessary to conform with this subsection (f).

            (g)   The Company shall pay and provide to each Eligible
Employee any and all other payments and benefits to which the
Eligible Employee would at that time be entitled as a terminating
employee under any then existing Company plan or program.

            (h)   Any payments and benefits provided for under this
Plan shall be paid net of any applicable withholding required under
Federal, state or local law.

            2.2.  Parachute Payments.  If any payment or benefit
received by or in respect of an Eligible Employee under this Plan
or any other plan, arrangement or agreement with the Company or any
of its subsidiaries (determined without regard to any additional
payments required under this Section 2.2 and Appendix A) (a
"Payment") would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code")
(or any similar tax that may hereafter be imposed) or any interest
or penalties are incurred by the Eligible Employee with respect to
such excise tax (such excise tax, together with any such interest
and penalties, being  hereinafter collectively referred to as the
"Excise Tax"), the Company shall pay to the Eligible Employee with
respect to such Payment at the time specified in Appendix A an
additional amount (the "Gross-up Payment") such that the net amount
retained by the Eligible Employee from the Payment and the Gross-up
Payment, after reduction for any Excise Tax upon the Payment and
any Federal, state and local income and employment tax and Excise
Tax upon the Gross-up Payment, shall be equal to the Payment.  The
calculation and payment of the Gross-up Payment shall be subject to
the provisions of Appendix A.


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                       ARTICLE III --  CHANGE IN CONTROL

            3.1.  A "Change in Control" shall be deemed to have
occurred for purposes of this Plan if any of the following shall
occur:

            (a)   Any person (within the meaning of Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended)
("Person") (but excluding the Company, a Subsidiary, or a trustee
or other fiduciary holding securities under any employee benefit
plan or employee stock plan of the Company or a Subsidiary)
becomes, directly or indirectly, the "beneficial owner" (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of 25% or more of the combined voting power of  the then
outstanding voting securities entitled to vote generally in the
election of directors ("Voting Securities") of the Company.

            (b)   Individuals constituting the Board of Directors of
the Company on the effective date of this Plan and the successors
of such individuals ("Continuing Directors") cease to constitute a
majority of the Board of Directors of the Company.  For this
purpose, a director shall be a successor if and only if he or she
was nominated by a Board of Directors of the Company (or a
Nominating Committee thereof) on which individuals constituting the
Board of Directors of the Company on the effective date of this
Plan and their successors (determined by prior application of this
sentence) constituted a majority.  

            (c)   The stockholders of the Company approve a merger,
consolidation, or reorganization of the Company ("Combination")
with any other corporation or legal person, other than a
Combination which both (a) is approved by a majority of the
directors of the Company who are Continuing Directors, and
(b) would result in stockholders of the Company immediately prior
to the Combination owning, immediately thereafter, more than fifty
percent (50%) of the combined voting power of either the surviving
entity or the Person owning directly or  indirectly all the common
stock, or its equivalent, of the surviving entity.

            (d)   The stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.

            (e)   The Board of Directors of the Company adopts a
resolution to the effect that, for purposes of the Plan, a Change
in Control has occurred.


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                      ARTICLE IV  --  PLAN ADMINISTRATION

            4.1.  Committee.  The Plan shall be administered by the
Committee.  The Committee shall interpret the provisions of the
Plan and shall determine all questions arising in the
administration thereof, including without limitation, the
reconciliation of any inconsistent provisions, the resolution of
any ambiguities, the correction of defects, and the supplying of
omissions.  Any such determination by the Committee shall be
consistently and uniformly applied to all persons similarly
situated.  

            4.2.  Claims Procedure.  In the event that a claim for a
benefit under the Plan has been denied, the decision shall be
subject to review by the Committee upon written  request of the
claimant received by the Committee within sixty (60) days after
mailing or delivery to the claimant of written notice of such
denial.  The decision of the Committee upon such review shall be in
writing and shall state the reasons for the decision and the
provisions of the Plan on which the decision is based.  Such
decision shall be made within sixty (60) days after the Committee's
receipt of written request for such review unless a hearing is
necessitated to determine the facts and circumstances, in which
event a decision shall be rendered as soon as possible, but not
later than one hundred and twenty (120) days after the claimant's
written request for review.  


                   ARTICLE V  --  ELIGIBLE EMPLOYEE'S RIGHTS

            5.1.  Unsecured Creditor.  The rights of an Eligible
Employee to benefits under the Plan shall be solely those of an
unsecured creditor of the Company.  Any asset acquired or held by
the Company or funds allocated by the Company in connection with
the liabilities assumed by the Company pursuant to the Plan shall
not be deemed to be security for the performance of the Company's
obligations pursuant hereto, but shall be and remain general assets
of the Company.

            5.2.  Nonalienation.  To the extent permitted by law, the
right or interest of each Eligible Employee hereunder shall not be
assignable or transferable, in whole or in part, either  directly
or by operation of law or otherwise, including without limitation,
execution, levy, garnishment, attachment, pledge, bankruptcy or in
any other manner (but excluding devolution on account of mental
incompetency and passage under will or intestacy laws in the case
of death), and any such right or interest hereunder shall not be
liable for or subject to any obligation or liability of the
Eligible Employee.  

            5.3.  Plan Not an Employment Agreement.  The Plan does
not constitute an agreement or contract of employment and shall not
be construed to limit in any manner the right of the Company to
terminate the Eligible Employee's employment.<PAGE>
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            5.4.  No Set-Offs or Counterclaims.  The Company's
obligation to provide the benefits set forth in this Plan shall be
absolute and unconditional and shall not be affected by any
circumstances, including, without limitation, any set-off,
counterclaim, recoupment, or other right which the Company or any
Subsidiary may have against the Eligible Employee or anyone else.


                         ARTICLE VI  --  MISCELLANEOUS

            6.1.  Amendment and Termination of the Plan.  The Board
of Directors of the Company reserves the right prior to a Change in
Control, if any, to amend, modify or terminate the Plan at any time
and for any reason without the consent of any  person.  Following
a Change in Control, the Plan may not be terminated or amended.

            6.2.  Legal Expenses; Dispute Resolution; Arbitration.  

            (a)   The Company shall promptly pay all legal fees and
related expenses incurred by an Eligible Employee in seeking to
obtain or enforce any right or benefit under this Plan or to defend
against any claim or assertion in connection with this Plan or to
defend against any claim or assertion in connection with this Plan
(in each case including all fees and expenses, if any, incurred in
seeking advice in connection therewith) or to enforce or defend
against any arbitration award pursuant to subsection (c) below.

            (b)   If any dispute or controversy arises under or in
connection with this Plan, including without limitation, any claim
under any Federal, state or local law, rule, decision or order
relating to employment or the fact or manner of its termination,
the Company and the Executive shall attempt to resolve such dispute
or controversy through good faith negotiations.  If the dispute or
controversy involves a claim for benefits, the Eligible Employee
may, but shall not be required to, exhaust the claims procedure
described in Section 4.2 before seeking to resolve the dispute
through negotiations  with the Company (or instituting arbitration
pursuant to subsection (c) below).

            (c)   If such parties fail to resolve such dispute or
controversy within ninety days, such dispute or controversy shall
be settled by arbitration, conducted before a panel of three
arbitrators in Louisiana in accordance with the applicable rules
and procedures of the American Arbitration Association then in
effect.  Judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction.  Such arbitration shall
be final and binding on the parties.  Costs of any arbitration,
including, without limitation, reasonable attorneys' fees of both
parties, shall be borne by the Company.

            (d)   Pending the resolution of any dispute, the Company
shall continue payment of all amounts due the Eligible Employee
under this Plan and all benefits to which the Eligible Employee is
entitled other than those specifically at issue.<PAGE>
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            6.3.        Inurement.  The Plan shall be binding upon,
shall inure to the benefit of, and shall be enforceable by the
Company and each Eligible Employee and their respective personal or
legal representatives, heirs, executors, administrators,
distributees, devisees, legatees, successors and assigns.

            6.4.  No Duty to Seek Employment.  An Eligible Employee
shall not be under any duty or obligation to seek or accept other
employment following termination and no amount, payment or benefit
due the Eligible Employee hereunder or otherwise shall be reduced
or suspended if the Eligible Employee accepts subsequent
employment.

            6.5.  Failure to Enforce and Waiver.  The failure to
insist upon strict compliance with any of the terms, covenants or
conditions of the Plan shall not be deemed a waiver of such terms,
covenants or conditions, and the waiver or relinquishment of any
right or power under the Plan at any one or more times shall not be
deemed a waiver or relinquishment of such right or power at any
other time or times.

            6.6.  Company's Successors.  Any successor (whether
direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of
the Company, shall expressly assume and agree to perform all the
obligations of the Company under the Plan in the same manner and to
the same extent that the Company would be required to perform if no
such succession had taken place.  As used in the Plan, the
"Company" shall mean the Company as defined in the Preamble and
Section 1.3 of the Plan and any successor to its business or assets
which executes and delivers the agreement provided for in this
Section 6.6 or which  otherwise becomes bound by all the terms and
provisions of the Plan by operation of law.

            6.7. Eligible Employee's Representative.  In the event an
Eligible Employee dies while entitled to any payments and benefits
hereunder, the Eligible Employee's legal representatives shall be
entitled to receive all payments and benefits due the Eligible
Employee.

            6.8.  Severability.  It is the intent that the terms,
provisions, covenants and remedies contained in the Plan shall be
enforceable to the fullest extent permitted by law.  If any such
term, provision, covenant or remedy of the Plan or the application
thereof to any person or circumstances shall, to any extent, be
construed to be invalid or unenforceable in whole or in part, then
such term, provision, covenant or remedy shall be construed in a
manner so as to permit its enforceability under the applicable law
to the fullest extent permitted by law.  In any case, the remaining
provisions of the Plan or the application thererof to any person or
circumstances other than those to which they have been held invalid
or unenforceable, shal remain in full force and effect.

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            6.9.  Governing Law.  The Plan is made pursuant to, and
shall be governed by, the laws of the State of New York, in all
respects (without giving effect to principles of conflict  of
laws), including, without limitation, matters of construction,
validity and performance.

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                                  Appendix A

                               Gross-up Payments


            The following provisions shall be applicable with respect
to the Gross-up Payments described in Section 2.2:

            (a)   For purposes of determining whether any of the
Payments will be subject to the Excise Tax and the amount of such
Excise Tax, (a) all of the Payments received or to be received
shall be treated as "parachute payments" within the meaning of
Section 280G(b)(2) of the Code, and all "excess parachute payments"
within the meaning of Section 280G(b)(1) of the Code shall be
treated as subject to the Excise Tax unless, in the opinion of tax
counsel selected by the Eligible Employee and reasonably acceptable
to the Company, the Payments (in whole or in part) do not
constitute parachute payments, including by reason of Section
280G(b)(4)(A) of the Code, or excess parachute payments (as
determined after application of Section 280G(b)(4)(B) of the Code),
and (b) the value of any non-cash benefits or any deferred payment
or benefit shall be determined by independent auditors selected by
the Eligible Employee and reasonably acceptable to the Company in
accordance with the principles of Sections 280G(d)(3) and (4) of
the Code.  For purposes of determining the amount of the Gross-up
Payment the Eligible Employee shall be deemed to pay Federal income 
taxes at the highest marginal rate of Federal income taxation in
the calendar year in which the Gross-up Payment is to be made and
state and local income taxes at the highest marginal rate of
taxation to which such payment could be subject based upon the
state and locality of the Eligible Employee's residence or
employment, net of the maximum reduction in Federal income taxes
which could be obtained from deduction of such state and local
taxes.  In addition, for purposes of determining the amount of the
Gross-up Payment, the Company shall make a determination of the
amount of employment taxes required to be paid on the Gross-up
Payment.  In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder
at the time the Gross-up Payment is made, the Eligible Employee
shall repay to the Company, at the time that the amount of such
reduction in Excise Tax is finally determined, the portion of the
Gross-up Payment attributable to such reduction (plus the portion
of the Gross-up Payment attributable to the Excise Tax and Federal
and state and local income and employment tax imposed on the
portion of the Gross-up Payment being repaid by the Eligible
Employee if such repayment results in a reduction in Excise Tax
and/or a Federal and state and local income or employment tax
deduction), plus interest on the amount of such repayment at the
Federal short-term rate as defined in Section 1274(d)(1)(C)(i) of
the Code.  In the event that the Excise Tax  is determined to
exceed the amount taken into account hereunder at the time the 
                                                      
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Gross-up Payment is made (including by reason of any payments the
existence or amount of which cannot be determined at the time of
the Gross-up Payment), the Company shall make an additional gross-
up payment in respect of such excess (plus any interest, penalties
or additions payable with respect to such excess) at the time that
the amount of such excess is finally determined.  Notwithstanding
the foregoing, the Company shall withhold from any payment due to
the Eligible Employee the amount required by law to be so withheld
under Federal, state or local wage and employment tax withholding
requirements or otherwise (including without limitation Section
4999 of the Code), and shall pay over to the appropriate government
authorities the amount so withheld.

            (b)   The Gross-up Payment with respect to a Payment shall
be paid not later than the thirtieth day following the date of the
Payment; provided, however, that if the amount of such Gross-up
Payment or portion thereof cannot be finally determined on or
before such day, the Company shall pay to the Eligible Employee on
such date an estimate, as determined in good faith by the Company,
of the amount of such payments and shall pay the remainder of such
payments (together with interest at the Federal short-term rate
provided in Section 1274(d)(1)(C)(i) of the Code) as soon as the
amount thereof can  be determined.  In the event that the amount of
the estimated payments exceeds the amount subsequently determined
to have been due, such excess shall constitute a loan by the
Company to the Eligible Employee, payable on the fifth day after
demand by the Company (together with interest at the Federal short-
term rate provided in Section 1274(d)(1)(C)(i) of the Code).  At
the time that payments are made under Section 2.2 and this
Appendix A, the Company shall provide the Eligible Employee with a
written statement setting forth the manner in which such payments
were calculated and the basis for such calculations, including,
without limitation, any opinions or other advice the Company has
received from outside counsel, auditors or consultants (and any
such opinions or advice which are in writing shall be attached to
the statement).

            (c)   The Company shall promptly pay the fees and related
expenses of any tax counsel and auditors selected by the Eligible
Employee to provide services in connection with this Appendix A.