<PAGE>

                                                                    EXHIBIT 10.6

                                  UNITRIN, INC.

                                 SEVERANCE PLAN

             Unitrin, Inc. (the "Company") hereby adopts, effective January 1,
                                 -------
2002, the Unitrin, Inc. Severance Plan (the "Plan") for the benefit of certain
                                             ----
employees of the Company and its Subsidiaries and Affiliates, on the terms and
conditions hereinafter stated.


             The Plan, as set forth herein, is intended to help retain qualified
employees, maintain a stable work environment and provide economic security to
certain employees of the Company and its Subsidiaries and Affiliates in the
event of a Qualifying Termination following a Change in Control. The Plan, as a
"severance pay arrangement" within the meaning of Section 3(2)(B)(i) of ERISA,
is intended to be excepted from the definitions of "employee pension benefit
plan" and "pension plan" set forth under Section 3(2) of ERISA, and is intended
to meet the descriptive requirements of a plan constituting a "severance pay
plan" within the meaning of regulations published by the Secretary of Labor at
Title 29, Code of Federal Regulations, (S) 2510.3-2(b).

Section 1.   DEFINITIONS.  As hereinafter used:
             -----------

             1.1 "Affiliate" shall have the meaning set forth in Rule 12b-2
                  ---------
promulgated under Section 12 of the Exchange Act.


             1.2 "Annual Compensation" shall mean:
                  -------------------

                 (a) with respect to a Severed Employee who was a salaried
          employee immediately prior to his or her Qualifying Termination, such
          Severed Employee's rate of annual base salary as in effect immediately
          prior to such Severed Employee's Qualifying Termination, without
          regard to any decrease in such salary constituting Good Reason;

                 (b) with respect to a Severed Employee who was compensated
          primarily based on commissions immediately prior to his or her
          Qualifying Termination, the total commissions earned by such Severed
          Employee with respect to the 12 full calendar month period ending
          immediately prior to such Severed Employee's Qualifying Termination,
          without regard to any decrease in the rate of such commissions
          constituting Good Reason;

                 (c) with respect to a Severed Employee who was compensated
          based on an hourly rate of pay immediately prior to his or her
          Qualifying Termination, the total hourly wages earned by such Severed
          Employee with respect to the 12 full calendar month period ending
          immediately prior to such Severed Employee's Qualifying Termination,
          without regard to any decrease in the Severed Employee's hourly rate
          of pay constituting Good Reason;

<PAGE>

           1.3 "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
                ----------------
under the Exchange Act.

           1.4 "Board" shall mean the Board of Directors of the Company, or any
                -----
successor thereto.

           1.5 "Cause" shall mean, with respect to a termination of the
                -----
Employee's employment with the Employer, (a) fraud, misappropriation of or
intentional material damage to the property or business of the Company
(including its Subsidiaries and Affiliates), which in any such case is
materially injurious to the Company (including its Subsidiaries and Affiliates),
monetarily or otherwise, or (b) the conviction of the Employee for the
commission of a felony.

           1.6 A "Change in Control" shall be deemed to have occurred if the
                  -----------------
event set forth in any one of the following paragraphs shall have occurred:

                 (a) any Person is or becomes the Beneficial Owner, directly or
      indirectly, of securities of the Company (not including in the securities
      beneficially owned by such Person any securities acquired directly from
      the Company or any of its Subsidiaries or Affiliates) representing 25% or
      more of the combined voting power of the Company's then outstanding
      securities, excluding any Person who becomes such a Beneficial Owner in
      connection with a transaction described in clause (i) of paragraph (c)
      below; or

                 (b) the following individuals cease for any reason to
      constitute a majority of the number of directors then serving: individuals
      who, on the date hereof, constitute the Board and any new director (other
      than a director whose initial assumption of office is in connection with
      an actual or threatened election contest relating to the election of
      directors of the Company) whose appointment or election by the Board or
      nomination for election by the Company's shareholders was approved or
      recommended by a vote of at least two-thirds of the directors then still
      in office who either were directors on the date hereof or whose
      appointment, election or nomination for election was previously so
      approved or recommended; or

                 (c) there is consummated a merger or consolidation of the
      Company or any direct or indirect subsidiary of the Company with any other
      corporation, other than (i) a merger or consolidation which results in the
      directors of the Company immediately prior to such merger or consolidation
      continuing to constitute at least a majority of the board of directors of
      the Company, the surviving entity or any parent thereof or (ii) a merger
      or consolidation effected to implement a recapitalization of the Company
      (or similar transaction) in which no Person is or becomes the Beneficial
      Owner, directly or indirectly, of securities of the Company (not including
      in the securities Beneficially Owned by such Person any securities
      acquired directly from the Company or any of its Subsidiaries or
      Affiliates) representing 25% or more of the combined voting power of the
      Company's then outstanding securities; or

                                        2

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                 (d) the shareholders of the Company approve a plan of complete
      liquidation or dissolution of the Company or there is consummated an
      agreement for the sale or disposition by the Company of all or
      substantially all of the Company's assets, other than a sale or
      disposition by the Company of all or substantially all of the Company's
      assets immediately following which the individuals who comprise the Board
      immediately prior thereto constitute at least a majority of the board of
      directors of the entity to which such assets are sold or disposed or any
      parent thereof.

                 1.7  "Code" shall mean the Internal Revenue Code of 1986, as it
                       ----
may be amended from time to time.

                 1.8  "Disability" shall mean a physical or mental condition
                       ----------
entitling the Employee to benefits under the applicable long-term disability
plan of the Company or any of its Subsidiaries or Affiliates, or if no such plan
exists, causing the Employee to be unable to substantially perform his or her
duties with the Employer for at least 6 months in any 12-month period.

                 1.9  "Employee" shall mean any person who is employed by the
                       --------
Employer on a full-time basis and whose compensation is reported on a Form W-2.
For purposes of this Plan, an Employee shall be considered to continue to be
employed by the Employer on a full-time basis during sick leave, military leave
or any other leave of absence approved by the Employer.

                 1.10 The "Employer" of an Employee shall mean the Company or
                           --------
any Subsidiary or Affiliate of the Company by which such Employee is employed.

                 1.11 "ERISA" shall mean the Employee Retirement Income Security
                       -----
Act of 1974, as it may be amended from time to time.

                 1.12 "Exchange Act" shall mean the Securities Exchange Act of
                       ------------
1934, as amended.

                 1.13 "Good Reason" shall mean the occurrence of any one or more
                       -----------
of the following events without the Employee's express written consent:

                 (a) a reduction in the Employee's base salary, commission rate
      or hourly rate of pay, as applicable, as in effect immediately prior to
      the Change in Control, or a material reduction in the compensation and
      benefit plans, arrangements, policies and procedures, taken as a whole,
      provided to the Employee from those, taken as a whole, provided to the
      Employee immediately prior to the Change in Control;

                 (b) a material reduction in the Employee's job authority and
      responsibility;

                 (c) the Employer requires the Employee to change the location
      of his or her job or office, so that he or she will be based at a location
      more than

                                        3

<PAGE>

      thirty miles from the location of his or her job or office immediately
      prior to the Change in Control; or

                 (d) a successor company fails or refuses to assume the
      Company's obligations under this Plan, as required by Section 5.4 hereof
      (and for purposes of a termination of an Employee's employment for Good
      Reason as described in this subsection (d), the date on which any such
      succession becomes effective shall be deemed the Employee's Severance
      Date).

                 1.14 "Level I Employee" shall mean any Employee who is
                       ----------------
primarily compensated by commissions with at least three continuous years of
service with the Employer as of the date of such Employee's Qualifying
Termination.

                 1.15 "Level II Employee" shall mean any Employee who is not
                       -----------------
primarily compensated by commissions and whose Annual Compensation is greater
than $150,000.

                 1.16 "Level III Employee" shall mean any Employee who is not
                       ------------------
primarily compensated by commissions and whose Annual Compensation is at least
$100,000 and not more than $150,000.

                 1.17 "Level IV Employee" shall mean any Employee who is not
                       -----------------
primarily compensated by commissions and whose Annual Compensation is at least
$50,000 and less than $100,000.

                 1.18 "Level V Employee" shall mean any Employee who is not
                       ----------------
primarily compensated by commissions and whose Annual Compensation is less than
$50,000.

                 1.19 "Person" shall have the meaning given in Section 3(a)(9)
                       ------
of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (a) the Company or any of its
Subsidiaries or Affiliates, (b) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Subsidiaries or
Affiliates, (c) an underwriter temporarily holding securities pursuant to an
offering of such securities, (d) a corporation owned, directly or indirectly, by
the shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company, (e) any individual, entity or group whose
ownership of securities of the Company is reported on Schedule 13G pursuant to
Rule 13d-1 promulgated under the Exchange Act (but only for so long as such
ownership is so reported) or (f) Singleton Group LLC or any successor in
interest to such entity.

                 1.20 "Plan Administrator" shall mean the committee appointed to
                       ------------------
administer the Plan. Such committee shall be selected by the Board. Following a
Change in Control, a person may be appointed to such committee only by a
two-thirds majority of the individuals who were members of the Board immediately
prior to such Change in Control.

                 1.21 A "Potential Change in Control" shall be deemed to occur
                         ---------------------------
in the event that (a) the Company enters into an agreement, the consummation of
which would result in a Change in Control, (b) the Company or any Person
publicly announces an

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<PAGE>

intention to take or to consider taking action which, if consummated would
constitute a Change in Control, (c) any Person becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing 15% or more of
either the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding securities (not
including in the securities beneficially owned by such Person any securities
acquired directly from the Company or any of its Subsidiaries or Affiliates) or
(d) the Board adopts a resolution to the effect that, for purposes of this Plan,
a Potential Change in Control has occurred.

                 1.22 "Qualifying Termination" shall mean a termination of an
                       ----------------------
Employee's employment during the 2-year period immediately following a Change in
Control, either (a) by the Employer without Cause or (b) by the Employee for
Good Reason. A termination of employment will not be deemed to have occurred
upon (i) the transfer of the Employee to employment with a Subsidiary or
Affiliate of the Company or (ii) the divestiture of a business with which the
Employee is primarily associated if the Employee is offered comparable
employment by the successor company.

                 1.23 "Severance Benefits" shall mean the payments and benefits
                       ------------------
provided to Severed Employees pursuant to Sections 2.1, 2.2, and 2.3 hereof.

                 1.24 "Severance Date" shall mean the date on which an Employee
                       --------------
incurs a Qualifying Termination.

                 1.25 "Severance Weeks" means, for each Employee, one week for
                       ---------------
(a) each full year such Employee has been continuously employed by the Employer,
plus (without duplication), if there has been a break in such Employee's
employment with the Employer, (b) each full year of employment for which such
Employee has received credit under any retirement plan or program maintained by
the Employer for employment prior to such break, but in no event less than four
(4) weeks or more than twenty six (26) weeks (thirteen (13) weeks in the case of
a Level I Employee). For purposes of calculating an Employee's full years of
employment, (x) any partial year of employment of at least thirty five (35)
weeks shall count as a full year of employment and (y) employment at one
Employer shall count (without duplication) toward the number of years of
employment at another Employer, provided that (i) there is no break (other than
as the result of vacation or sick leave, military leave or other approved leave
of absence) in the employment between the two Employers or (ii) such Employee
has received credit under any retirement plan or program maintained by the
Employer for such years of employment prior to such break.

                 1.26 "Severed Employee" shall mean an Employee who has incurred
                       ----------------
a Qualifying Termination.


                 1.27 "Subsidiary" shall mean any entity more than 50% of the
                       ----------
voting securities of which are Beneficially Owned by the Company.

                 Additional definitions are set forth within the Plan and shall
have the meanings ascribed to them in the Plan.

                                        5

<PAGE>

Section 2. BENEFITS.
           --------

           2.1 The Company shall pay (or shall cause the Severed Employee's
Employer to pay) to each Severed Employee a severance payment (the "Severance
                                                                    ---------
Payment") equal to:
-------

               (a) in the case of a Level I Employee, the product of (i)
     one-fifty-second (1/52) of his or her Annual Compensation and (ii) his or
     her Severance Weeks.

               (b) in the case of a Level II Employee, one year's Annual
     Compensation plus the product of (i) one-fifty-second (1/52) of his or her
     Annual Compensation and (ii) his or her Severance Weeks.

               (c) in the case of a Level III Employee, thirty-five-fifty
     seconds (35/52) of his or her Annual Compensation plus the product of (i)
     one-fifty-second (1/52) of his or her Annual Compensation and (ii) his or
     her Severance Weeks.

               (d) in the case of a Level IV Employee, seventeen-fifty seconds
     (17/52) of his or her Annual Compensation plus the product of (i)
     one-fifty-second (1/52) of his or her Annual Compensation and (ii) his or
     her Severance Weeks.

               (e) in the case of a Level V Employee, the product of (i)
     one-fifty-second (1/52) of his or her Annual Compensation and (ii) his or
     her Severance Weeks.

The Severance Payment shall be paid to such Severed Employee in a lump sum as
soon as practicable following the Severed Employee's Qualifying Termination. The
Severance Payment that a Severed Employee receives under this Plan shall not be
taken into account for purposes of determining benefits under any other
qualified or nonqualified plans of the Employer.

           2.2 For a period equal to a number of weeks (not to exceed fifty-two
(52) in total) equal to the sum of (i) the Severed Employee's Severance Weeks
and (ii) in the case of (a) Level I Employees, eight (8) weeks, (b) Level II and
III Employees, fifty-two (52) weeks, (c) Level IV Employees, thirty-five (35)
weeks, and (d) Level V Employees, seventeen (17) weeks (the "Welfare Benefit
                                                             ---------------
Continuation Period"), the Company shall provide (or shall cause the Severed
-------------------
Employee's Employer to provide) the Severed Employee and anyone entitled to
claim under or through such Severed Employee with all Employer-provided benefits
under any group health plan (including any dental coverage) and life insurance
plan of the Employer (as in effect immediately prior to such Severed Employee's
Severance Date or, if more favorable to the Severed Employee, immediately prior
to the Change in Control) for which employees of the Employer are eligible, to
the same extent as if such Severed Employee had continued to be an employee of
the Employer during the Welfare Benefit Continuation Period, at no greater cost
to the Severed Employee than the cost to the Severed Employee immediately prior
to such date.

                                        6

<PAGE>

To the extent that the Severed Employee's participation in Employer benefit
plans is not practicable, the Company shall arrange to provide, at the Company's
sole expense, the Severed Employee and anyone entitled to claim under or through
such Severed Employee with equivalent health and life insurance benefits under
an alternative arrangement during the Welfare Benefit Continuation Period. The
coverage period for purposes of the group health continuation requirements of
Section 4980B of the Code shall commence at the expiration of the Welfare
Benefit Continuation Period. The benefits described in this Section 2.2 shall
end as of the date the Severed Employee becomes covered under any group health
plan maintained by a subsequent employer which provides benefits to the Severed
Employee (and anyone entitled to claim the benefits described in this Section
2.2 under or through such Severed Employee) not materially less favorable than
the benefits described in this Section 2.2, and which does not exclude any
pre-existing condition that the Severed Employee or his or her dependents may
have at that time.

           2.3 Outplacement.
               ------------

               (a) Each Level II and III Employee who is entitled to receive a
     Severance Payment under Section 2.1 shall also be entitled to receive
     outplacement services consisting of counseling, networking, spousal
     programs and the use of a private office. Such outplacement services will
     be provided for a maximum of thirty-nine (39) weeks by a reputable
     organization selected by the Company. These outplacement services will be
     paid for by the Company.

               (b) Each Level IV Employee who is entitled to receive a Severance
     Payment under Section 2.1 shall also be entitled to receive outplacement
     services consisting of counseling, group workshops and the use of a
     semi-private office. Such outplacement services will be provided for a
     maximum of twenty-six (26) weeks by a reputable organization selected by
     the Company. These outplacement services will be paid for by the Company.

               (c) Each other Employee who is entitled to receive a Severance
     Payment under Section 2.1 shall also be entitled to receive outplacement
     services consisting of group workshops, resume writing assistance and
     help-line support. Such outplacement services will be provided for a
     maximum of eight (8) weeks by a reputable organization selected by the
     Company. These outplacement services will be paid for by the Company.

           2.4 In the event of a claim by an Employee as to the amount or timing
of any payment or benefit under the Plan, such Employee shall present the reason
for his or her claim in writing to the Plan Administrator. The Plan
Administrator shall, within 90 days after receipt of such written claim, send a
written notification to the Employee as to its disposition. In the event the
claim is wholly or partially denied, such written notification shall (a) state
the specific reason or reasons for the denial, (b) make specific reference to
pertinent Plan provisions on which the denial is based, (c) provide a
description of any additional material or information necessary for the Employee
to perfect the claim and an explanation of why such material or information is
necessary, and (d) set forth the procedure by which the Employee may appeal the
denial of his or her

                                        7

<PAGE>

claim. In the event an Employee wishes to appeal the denial of his or her claim,
he or she may request a review of such denial by making application in writing
to the Plan Administrator within 60 days after receipt of such denial. Such
Employee (or his or her duly authorized legal representative) may, upon written
request to the Plan Administrator, review any documents pertinent to his or her
claim, and submit in writing issues and comments in support of his or her
position. Within 60 days after receipt of a written appeal (unless special
circumstances require an extension of time, but in no event more than 120 days
after such receipt), the Plan Administrator shall notify the Employee of the
final decision. The final decision shall be in writing and shall include
specific reasons for the decision, written in a manner calculated to be
understood by the claimant, and specific references to the pertinent Plan
provisions on which the decision is based.

           2.5 Any further dispute or controversy arising under or in connection
with this Plan with respect to an Employee shall be settled exclusively by
arbitration at a location within fifty miles from the location of such
Employee's job with an Employer immediately prior to the Change in Control
(determined without regard to any relocation thereof which constitutes Good
Reason) in accordance with the rules of the American Arbitration Association
then in effect; provided, however, that the evidentiary standards set forth in
                --------  -------
this Agreement shall apply. Judgment may be entered on the award of the
arbitrator in any court having jurisdiction. Each party shall bear its own
expenses of such arbitration.

           2.6 Cap.
               ---

               (a) Notwithstanding any other provision of this Plan, in the
     event that any payment or benefit received or to be received by the
     Employee in connection with a Change in Control or the termination of the
     Employee's employment (whether pursuant to the terms of this Agreement or
     any other plan, arrangement or agreement with the Company, any Person whose
     actions result in a Change in Control or any Person Affiliated with the
     Company or such Person) (all such payments and benefits, including the
     Severance Benefits, being hereinafter called "Total Payments") would not be
                                                   --------------
     deductible (in whole or part), by the Company, Affiliate or Person making
     such payment or providing such benefit as a result of Section 280G of the
     Code, then, to the extent necessary to make such portion of the Total
     Payments deductible (and after taking into account any reduction in the
     Total Payments provided by reason of Section 280G of the Code in such other
     plan, arrangement or agreement), the cash Severance Payments shall first be
     reduced (if necessary, to zero), and all other Severance Payments shall
     thereafter be reduced (if necessary, to zero); provided, however, that the
                                                    --------  -------
     Employee may elect to have the noncash Severance Payments reduced (or
     eliminated) prior to any reduction of the cash Severance Payments.

               (b) For purposes of this limitation, (i) no portion of the Total
     Payments the receipt or enjoyment of which the Employee shall have waived
     at such time and in such manner as not to constitute a "payment" within the
     meaning of Section 280G(b) of the Code shall be taken into account, (ii) no
     portion of the Total Payments shall be taken into account which, in the
     opinion of tax counsel

                                       8

<PAGE>

     ("Tax Counsel") reasonably acceptable to the Employee and selected by the
       -----------
     accounting firm which was, immediately prior to the Change in Control, the
     Company's independent auditor (the "Auditor"), does not constitute a
                                         -------
     "parachute payment" within the meaning of Section 280G(b)(2) of the Code,
     including by reason of Section 280G(b)(4)(A) of the Code, (iii) the
     Severance Benefits shall be reduced only to the extent necessary so that
     the Total Payments (other than those referred to in clauses (i) or (ii)) in
     their entirety constitute reasonable compensation for services actually
     rendered within the meaning of Section 280G(b)(4)(B) of the Code or are
     otherwise not subject to disallowance as deductions by reason of Section
     280G of the Code, in the opinion of Tax Counsel, and (iv) the value of any
     noncash benefit or any deferred payment or benefit included in the Total
     Payments shall be determined by the Auditor in accordance with the
     principles of Sections 280G(d)(3) and (4) of the Code.

               (c) If it is established pursuant to a final determination of a
     court or an Internal Revenue Service proceeding that, notwithstanding the
     good faith of the Employee and the Company in applying the terms of this
     Section 2.6, the Total Payments paid to or for the Employee's benefit are
     in an amount that would result in any portion of such Total Payments being
     subject to the Excise Tax, then, if such repayment would result in (i) no
     portion of the remaining Total Payments being subject to the Excise Tax and
     (ii) a dollar-for-dollar reduction in the Employee's taxable income and
     wages for purposes of federal, state and local income and employment taxes,
     the Employee shall have an obligation to pay the Company upon demand an
     amount equal to the sum of (i) the excess of the Total Payments paid to or
     for the Employee's benefit over the Total Payments that could have been
     paid to or for the Employee's benefit without any portion of such Total
     Payments being subject to the Excise Tax; and (ii) interest on the amount
     set forth in clause (i) of this sentence at the rate provided in Section
     1274(b)(2)(B) of the Code from the date of the Employee's receipt of such
     excess until the date of such payment.

Section 3. PLAN ADMINISTRATION.
           -------------------

           3.1 The Plan shall be interpreted, administered and operated by the
Plan Administrator, which shall have complete authority, in its sole discretion
subject to the express provisions of the Plan, to determine who shall be
eligible for Severance Benefits, to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations necessary or advisable for the administration of the Plan.

           3.2 All questions of any character whatsoever arising in connection
with the interpretation of the Plan or its administration or operation shall be
submitted to and settled and determined by the Plan Administrator in an
equitable and fair manner in accordance with the procedure for claims and
appeals described in Section 2.4 hereof.

           3.3 The Plan Administrator may delegate any of its duties hereunder
to such person or persons from time to time as it may designate.

                                        9

<PAGE>

           3.4 The Plan Administrator is empowered, on behalf of the Plan, to
engage accountants, legal counsel and such other personnel as it deems necessary
or advisable to assist it in the performance of its duties under the Plan. The
functions of any such persons engaged by the Plan Administrator shall be limited
to the specified services and duties for which they are engaged, and such
persons shall have no other duties, obligations or responsibilities under the
Plan. Such persons shall exercise no discretionary authority or discretionary
control respecting the management of the Plan. All reasonable expenses thereof
shall be borne by the Company.

Section 4. PLAN MODIFICATION OR TERMINATION.
           --------------------------------

           The Plan may be amended by the Plan Administrator or terminated by
the Board at any time; provided, however, that (a) no termination or amendment
                       --------  -------
of the Plan may reduce the Severance Benefits to be paid or provided under the
Plan to an Employee if the Employee's termination of employment with the
Employer has occurred prior to such termination of the Plan or amendment of its
provisions and (b) during the pendency of a Potential Change in Control and
during the two-year period following a Change in Control, the Plan may not be
terminated or amended, if such amendment would be adverse to the interests of
any Employee or his or her beneficiary, without the consent of such Employee or
beneficiary.

Section 5. GENERAL PROVISIONS.
           ------------------

           5.1 Except as otherwise provided herein or by law, none of the
payments, benefits or rights of any Employee shall be subject to any claim of
any creditor, and, in particular, to the fullest extent permitted by law, all
such payments, benefits and rights shall be free from attachment, garnishment,
trustee's process, or any other legal or equitable process available to any
creditor of such Employee. No Employee shall have the right to alienate,
anticipate, commute, pledge, encumber or assign any of the benefits or payments
which he or she may expect to receive, contingently or otherwise, under this
Plan.

           5.2 Neither the establishment of the Plan, nor any modification
thereof, nor the creation of any fund, trust or account, nor the payment of any
benefits shall be construed as giving any Employee, or any person whomsoever,
the right to be retained in the service of the Employer, and all Employees shall
remain subject to discharge to the same extent as if the Plan had never been
adopted.

           5.3 If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and this Plan shall be construed and enforced as if such
provisions had not been included.

           5.4 The Company shall require any successor or assignee, whether
direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Company, expressly and
unconditionally to assume and agree to perform the Company's obligations under
this Plan, in the same manner and to the same extent that the Company would be
required to perform if no such succession or

                                       10

<PAGE>

assignment had taken place. In such event, the term "Company," as used in this
Plan, shall mean the Company as herein before defined and any successor or
assignee to the business or assets which by reason hereof becomes bound by the
terms and provisions of this plan.

           5.5  The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.

           5.6  The Plan shall not be funded. No Employee shall have any right
to, or interest in, any assets of the Company which may be applied by the
Company to the payment of benefits or other rights under this Plan.

           5.7  Any benefit payable to or for the benefit of a minor, an
incompetent person or other person incapable of giving a receipt therefor shall
be deemed paid when paid to such person's guardian or to the party providing or
reasonably appearing to provide for the care of such person, and such payment
shall fully discharge the Company, the Plan Administrator and all other parties
with respect thereto. If a Severed Employee dies prior to the payment of all
benefits due such Severed Employee, such unpaid amounts shall be paid to the
executor, personal representative or estate of such Employee.

           5.8  The Severance Benefits that a Severed Employee may be entitled
to receive pursuant to this Plan are not intended to be duplicative of any
similar benefits to which a Severed Employee may be entitled from the Company or
any of its Subsidiaries or Affiliates under any other severance plan, agreement,
policy or program maintained by the Company or any of its Subsidiaries or
Affiliates or to which the Company or any of its Subsidiaries or Affiliates is a
party. Accordingly, the Company shall reduce the benefits to which a Severed
Employee may be entitled under this Plan to take account of any other similar
benefits to which the Severed Employee is entitled from the Company or any of
its Subsidiaries or Affiliates; provided, however, that if the amount of
benefits to which such Severed Employee is entitled under such other severance
plan, agreement, policy or program is greater than the benefits to which the
Severed Employee is entitled under this Plan, the Severed Employee will be
entitled to receive the full amount of the benefits to which such Employee is
entitled under such other plan, agreement, policy or program.

           5.9  Any notice or other communication required or permitted pursuant
to the terms hereof shall have been duly given when delivered or mailed by
United States mail, first class, postage prepaid, addressed to the intended
recipient at his, her or its last known address.

           5.10 This Plan shall be construed and enforced according to the laws
of the State of Illinois, without giving effect to its principles of conflicts
of law, to the extent not preempted by federal law, which shall otherwise
control.

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