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benefits thereunder and (ii) the excess of (A) the Executive’s accrued benefit underthe Pension Plan as of the Date of Termination over (B) the portion of such accrued benefitthat is nonforfeitable as of the Date of Termination under the terms of the Pension Plan.For purposes of Article 4 of the SERP, the accrual rate shall be deemed to be 3 1/3% peryear of service not in excess of 15 years. For purposes of this Section 5(c)(iii),“actuarial equivalent” shall be determined (x) using the same assumptions utilized underthe applicable plan (or to the extent that the applicable plan does not provide therequired assumptions, the assumptions provided under the SERP) immediately prior to theDate of Termination or, if more favorable to the Executive, immediately prior to the firstoccurrence of an event or circumstance constituting Good Reason, (y) on the basis of astraight life annuity (or other mandatory or default form of benefit) commencing at thedate as of which the actuarial equivalent of such annuity or other form of benefit isgreatest on or between the Date of Termination and the second anniversary (thirdanniversary if the Severance Multiple is three) of the Date of Termination; and (z) takinginto account any early retirement subsidies associated with the applicable benefit(including in the case of the SERP, any early retirement subsidies that apply by reason ofcertain accrued benefits thereunder being determined by reference to the terms of theTemple-Inland Retirement Plan, or any successor thereto). If the Executive’s Date ofTermination is two or more years (three or more years if the Severance Multiple is three)prior to the earliest early retirement date permitted under the applicable Pension Plan,the actuarial equivalent calculation described above in this subsection (c)(iii) shallreflect any early retirement subsidy as of such earliest early retirement age reduced on anactuarially equivalent basis to the date as of which the benefit is the greatest on orbetween the Date of Termination and the second anniversary (third anniversary if theSeverance Multiple is three) of the Date of Termination.          (B) Any amounts payable to the Executive in accordance with Section 8.1 of the SERPshall, notwithstanding anything to the contrary in such Section 8.1, be paid as soon aspracticable after the Executive’s Termination of Employment (as defined in the SERP) and inall events not later that five days after Termination of Employment, but subject to Section8.4 of the SERP (relating to delays in payment required under Section 409A of the Code).     2. Section 5(c)(iv) is amended to read in its entirety as follows:     (iv) In addition to the benefits to which the Executive is entitled under any PensionPlan that is a defined contribution or individual account plan, the Company shall pay theExecutive a lump sum amount, in cash, equal to the sum of (i) the amount that would havebeen contributed thereto or credited thereunder by the Company on the Executive’s behalf
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during the two years (three years if the Severance Multiple is three) immediatelyfollowing the Date of Termination, determined (x) as if the Executive made the maximumpermissible contributions thereto or credits thereunder during such period, (y) as if theExecutive earned compensation during such period at a rate equal to the Executive’s highestrate of compensation (as defined in the applicable Pension Plan) during the two-year period(three-year period if the Severance Multiple is three) ending immediately prior to the Dateof Termination, and (z) without regard to any amendment to the Pension Plan made subsequentto any Change in Control (as defined in Appendix B hereto) and on or prior to the Date ofTermination, which amendment adversely affects in any manner the computation of benefitsthereunder, and (ii) the excess, if any, of (x) the Executive’s account balance under thePension Plan as of the Date of Termination over (y) the portion of such account balancethat is nonforfeitable under the terms of the Pension Plan.     3. A new Section 5(c)(x) is added immediately following Section 5(c)(ix) to read in itsentirety as follows:     (x) For purposes of this Agreement, “Pension Plan” shall mean any tax-qualified ornon-qualified defined benefit pension plan, including supplemental or excess benefitpension plans maintained by the Company and any other plan or agreement entered intobetween the Executive and the Company which is designed to provide the Executive withretirement benefits, and any tax-qualified or non-qualified defined contribution pensionplan, including any supplemental or excess defined contribution or individual account planmaintained by the Company and any other defined contribution or individual account plan oragreement entered into between the Executive and the Company.     4. Section 5(e) is amended by substituting “5(c)(i), (iii), (iv) and (v) hereof” for “5(c)(i),(iv) and (v) hereof” where the latter phrase appears and by substituting “5(c)(i), (iii), (iv) or(v) hereof” for “5(c)(i), (iv) or (v) hereof” in both places the latter phrase appears.     5. Except as modified above, the Existing Agreement shall continue in effect in accordancewith its terms.
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     IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date firstabove written.      **COMPANY**