2008, from Robert S. Zuckerman, Vice President, General Counsel and Secretary of the Companyto Executive (the “Indemnification Agreement”), in each case, in accordance with the terms andconditions set forth therein.**3. Payment of Reimbursements Through the Separation Date.**     Executive shall be entitled to the following within 30 days of the Separation Date: Allreimbursable business expenses incurred on or before the Separation Date, provided that Executivesubmits a written request (following the Company’s standard business procedures) within thirty daysfollowing the Separation Date. If the Company does not receive from Executive a timely request forreimbursement as set forth in this Section 3, Executive will be deemed conclusively to have waivedany claim for reimbursement.**4. Equity Awards.**     Except as provided in this Section 4, nothing in this Agreement shall modify the terms of thePlan, the Prior Plan, the Award Agreements, or the terms of any grant, or other award held byExecutive pursuant to the Plan or the Prior Plan, as applicable. For the avoidance of doubt, theparties agree that any unvested Restricted Shares granted pursuant to the Restricted StockAgreement shall become 100% vested as of the Separation Date, and any stock options grantedpursuant to the 2008 award agreement shall become 100% vested as of the Separation Date. All stockoptions granted to Executive under the Plan or the Prior Plan and remaining outstanding as of theSeparation Date shall continue to be exercisable until the earlier of the latest date upon whichthe stock option could have expired by their original terms under any circumstances or the 10thanniversary of the original date of grant of the stock option.     Executive agrees that he will not sell or transfer, directly or indirectly, any shares ofCompany stock that he owns or controls for a period of one year following the Separation Date.**5. No Other Compensation.**     Except as set forth in Sections 2, 3, 4, 6 and 19 of this Agreement, Executive shall not beentitled to any other salary, commission, bonuses, employee benefits (including long and short termdisability, 401(k), and pension), expense reimbursement or compensation from the Company or itsaffiliates after the date of the Separation Date and all of Executive’s rights to salary,commission, bonuses, employee benefits and other compensation hereunder which would have accrued orbecome payable after the Separation Date from the Company shall cease upon the Separation Date,other than those expressly required under applicable law (such as the Consolidated Omnibus BudgetReconciliation Act of 1985 (“COBRA”)). Notwithstanding the foregoing, nothing in this Agreement isintended to modify or waive any rights to vested benefits under the Company’s benefit plans,including any grant or other award held by Executive pursuant to the Plan and/or the Prior Plan,such benefits being payable to Executive pursuant to the terms and conditions set forth in theapplicable plan and award documents.**6. COBRA.**     On or after the Separation Date, the Company will deliver to Executive a letter outlining theterms of COBRA, including the COBRA premiums. Executive will have the option to elect
 

 
to continue health care coverage under COBRA, as explained in the COBRA letter. In the eventthat Executive timely exercises his rights under COBRA, Executive will be responsible for payingthe COBRA premiums and the Company shall reimburse Executive for the COBRA premiums paid by him forthe period commencing on the Separation Date and ending on the maximum period of time the Companyis required to provide Executive and his eligible dependants health continuation coverage underCOBRA. Any such reimbursement of premiums under this Section shall be made by the Company withinthirty (30) days after Executive provides substantiation of the payment of required COBRA premiumbut in no event later than the last day of Executive’s taxable year following the taxable year inwhich the premium expenses are incurred. The amount of any such premium expenses reimbursed in oneyear will not affect the premium expenses eligible for reimbursement in any subsequent year, andExecutive’s right to such reimbursement will not be subject to liquidation or exchange for anyother benefit. The reimbursement of premium expenses pursuant to this Section will also satisfyall other requirements of the regulations under Section 409A of the Internal Revenue Code of 1986with respect to any such reimbursements.**7. Mutual Release.**     **7.1 Executive Release**. Concurrently with the execution of this Agreement, Executive shallexecute and deliver to the Company a general release in the form of Exhibit A attached hereto (the“Executive Release”), which Release shall be effective as of the date hereof and, as a condition toany payments set forth in Section 2, 3, 4 and 6 above and Section 19 below, shall not be revoked inwhole or in part. The payments and benefits described in Sections 2, 3, 4 and 6 and 19 of thisAgreement are conditioned upon the Executive Release being in full force and effect.     **7.2 Company Release.**The Company releases Executive and his assigns, agents, and heirs fromany liability with respect to all claims, rights, demands, actions, obligations, debts, sums ofmoney, damages, and causes of action arising from employment with the Company; provided however,that this release shall not apply to any claims arising from any intentional act of misconduct byExecutive or any other intentional act taken by Executive in bad faith or without a reasonablebelief that it was in the best interest of the Company. This Company Release is conditioned on theExecutive Release being in full force and effect.**8. Confidential Information and Competition.**     The parties agree that all terms and provisions of any agreements between Executive and theCompany related to Confidential Information shall remain in full force and effect as provided insuch agreements.     Executive shall not, during the twenty-four month period following the Separation Date,directly or indirectly engage in, have any equity interest in, or manage or operate any person,firm, corporation, partnership or business (whether as a director, officer, employee, agent,representative, partner, security holder, consultant or otherwise) that engages in any businesswhich competes with any business of the Company, its parent, and their respective direct andindirect subsidiaries anywhere in the world; provided, however, that Executive shall be permitted
 

 
to acquire a passive stock or equity interest in such a business provided the stock or otherequity interest acquired is not more than 5% of the outstanding interest in such business.**9. Return of Confidential Information and Equipment.**     Executive recognizes and acknowledges that he has received Confidential Information from theCompany. Executive agrees that he will deliver to the Company all copies of ConfidentialInformation in any form, electronic or otherwise, pertaining to the Company or its business. SuchConfidential Information includes, without limitation, contact information in his possession in anyform, electronic or otherwise, pertaining to any customers or vendors (existing or potential) ofthe Company on or before the Separation Date (or on such earlier date as requested by the Companyin writing). Unless earlier requested by the Company in writing, Executive shall also return tothe Company on or before the Separation Date his building pass, parking pass, any credit card, anyelectronic devices and/or equipment including blackberry or cell phone, door keys, and all otherpersonal property owned by the Company or purchased by the Company for use by Executive during theterm of his employment.**10. Cooperation with Company.**     Employee acknowledges and agrees that following the Separation Date he will cooperate fullywith the Company, its officers, employees, agents, affiliates and attorneys in the defense orprosecution of, or in preparation for the defense or prosecution of any lawsuit, dispute,investigation or other legal proceedings (“Proceedings”). Executive further acknowledges and agreesthat he will cooperate fully with the Company, its officers, employees, agents, affiliates andattorneys on any matter related to Company business (“Matters”) arising during the period ofExecutive’s employment with the Company. Such cooperation shall include providing true and accurateinformation or documents concerning, or affidavits or testimony about, all or any matters at issuein any Proceedings or Matters as shall from time to time be requested by the Company, and shall bewithin the knowledge of Executive. Such cooperation shall be provided by Executive withoutremuneration, but Executive shall be entitled to reimbursement for all reasonable and appropriateexpenses incurred by him in so cooperating including, by way of example and not by way oflimitation, airplane fare, hotel accommodations, meal charges and other similar expenses to attendProceedings or Matters outside of the city of Executive’s residence; provided, however,notwithstanding any provision of this Agreement or the Indemnification Agreement to the contrary,Executive shall not be required as a condition to having and securing the indemnification andadvancement of expenses as defined in this Agreement, including without limitation Section 2(e) ofthis Agreement, or in the Indemnification Agreement, to waive or forfeit, in whole or in part, anylegal privilege whatsoever that Executive may have, including without limitation, theattorney-client privilege or the privilege against self-incrimination, and this Agreement shall notlimit or reduce the scope of the Company’s indemnification to which Executive is entitled under theIndemnification Agreement. In the event Executive is asked by a third party to provide informationregarding the Company, he will notify the Company as soon as possible in order to give the Companya reasonable opportunity to respond and/or participate in such Proceeding or Matter.
 

 
**11. Nondisparagement.**     Executive agrees that he will not, at any time, directly or indirectly, individually or inconcert with others, engage in any conduct or make any statement that is calculated or likely tohave the effect of undermining, disparaging or otherwise reflecting poorly upon the reputation,good will, products, services, or business opportunities of the Company or its respectivesubsidiaries, affiliates, officers, directors, shareholders, attorneys, employees (with respect totheir employment with the Company), representatives, successors and assigns, and any and allrelated corporate entities, either orally, in writing, or in any other form of communication. TheCompany agrees that its board of directors will not at any time, directly or indirectly,individually or in concert with others, engage in any conduct or make any statement that iscalculated or likely to have the effect of undermining, disparaging or otherwise reflecting poorlyupon the reputation or good will of the Executive, either orally, in writing, or in any other formof communication.     Notwithstanding the foregoing, no provision of this Agreement shall in any way limitExecutive’s ability to cooperate with the Company or either party’s ability to cooperate with anyfederal, state or local government investigative agency or department or in connection with anyfederal, state or local government investigation or be construed as prohibiting the provision ofnon-privileged information, documents (including but not limited to this Agreement) and/ortestimony by Executive or the Company in response to a subpoena issued by a court of competentjurisdiction, or as may otherwise be required by law or which Executive or the Company may berequested to provide to any federal, state, or local governmental investigative agency ordepartment or in connection with any federal, state, or local investigation. However, in the eventof receipt of any non-governmental subpoena, Executive agrees to notify the Company promptly beforecomplying with such a subpoena so that it may protect its interests, including moving to quash thesubpoena, as long as provision of such notice does not violate any applicable law, rule, or courtorder. If the Company seeks to prevent disclosure in accordance with the applicable legalprocedures, and provides Executive with notice before the deadline for Executive’s compliance withthe subpoena, Executive shall not make any such disclosures until either such objections arewithdrawn or the objections are finally adjudicated by the appropriate tribunal to be invalid.     Each party shall provide the other a reasonable opportunity to review and provide comments toany press release or other public announcement or written statement concerning this Agreement orthe transactions contemplated hereby.**12. Resolution of Claims.**     The provisions of this Agreement are contractual and not merely recitals and are intended toresolve disputed claims. No party hereto admits liability of any kind and no portion of thisAgreement shall be construed as an admission of liability.**13. No Assignment of Claims.**     Executive and the Company represent, recognizing that the truth of the followingrepresentation is a material consideration upon which this Agreement is based, that they have not
 

 
heretofore assigned or transferred, or purported to assign or transfer, to any person orentity, any claim or any portion thereof, or interest therein relating to any claims being releasedby any party to this Agreement, and that they are unaware of any other entity having any interestin such claims, and agree to indemnify and hold the other party harmless from and against any andall claims, based on or arising out of any such third-party interest in, or assignment or transfer,or purported assignment or transfer of, any claims, or any portion thereof or interest therein.**14. Applicable Law.**     This Agreement is to be governed and construed in accordance with the laws of the State of NewYork, without regard to the choice of law provisions thereof.**15. Notice.**     Except as otherwise required by law, any notice, consent, request, instruction, approval andother communication provided for herein shall be in writing and shall be effective immediately whendelivered in person or three (3) days after such notice is deposited in the United States mail,postage prepaid, and addressed to Executive at Executive’s last known address on the books of theCompany, or in the case of the Company, to it at its principal place of business, attentionChairman of the Board of Directors, or to such other address as either party may specify by noticeto the other actually received.**16. Taxes.**     All payments made by the Company under this Agreement will be subject to applicable federal,state and local taxes, and withholdings required for the same, which taxes will be theresponsibility of Executive.**17. Entire Agreement; Severability.**     This Agreement, including but not limited to the General Release attached as Exhibit A,constitutes the entire agreement and understanding among the parties hereto and replaces, cancelsand supersedes any prior agreements and understandings relating to the subject matter hereof; andall prior representations, agreements, understandings and undertakings among the parties heretowith respect to the subject matter hereof are merged herein. The parties agree that this Agreementis the entire agreement between the parties relating to the subject matter hereof, and that thereis no agreement, representation or other inducement for the execution of this Agreement other thanthe consideration recited herein. Should any provision of this Agreement be found to be invalid orunenforceable, the remaining provisions of this Agreement shall be deemed to be in full force andeffect, at the Company’s sole discretion, to the fullest extent permitted by law. Any waiver ofany term or provision of this Agreement shall not be deemed a continuing waiver and shall notprevent the Company from enforcing such provision in the future.     The prevailing party in any action instituted pursuant to this Agreement shall be entitled torecover from the other party its reasonable attorneys’ fees and other expenses incurred in suchaction
 

 
**18. Section 409A.**     This Agreement is intended to provide payments that are exempt from or compliant with theprovisions of Section 409A of the Internal Revenue Code of 1986 (the “Code”) and relatedregulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpretedaccordingly. Notwithstanding anything herein to the contrary, if on the date of his separationfrom service Executive is a “specified employee,” as defined in Section 409A, then all or a portionof any severance payments, benefits, or reimbursements under this Agreement that would be subjectto the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required bySection 409A(a)(2)(B)(i) of the Code shall be delayed until the first day of the seventh monthfollowing his separation from service date (or, if earlier, Executive’s date of death) and shall bepaid as a lump sum (without interest) on such date. If the Company determines that any provisionsof this Agreement do not comply with the requirements of Section 409A, the Company has theauthority to amend this Agreement to the extent necessary (including retroactively) in order topreserve compliance with said Section 409A. The Company also has express discretionary authority totake such other actions as may be permissible to correct any failures to comply in operation withthe requirements of Section 409A. Neither the Company nor the Executive have any discretion toaccelerate the timing or schedule of any benefit payment under this Agreement that is subject toSection 409A, except as specifically provided herein or as may be permitted pursuant to Section409A. Whenever payments under this Agreement are to be made in installments, each such installmentshall be deemed to be a separate and independent payment for purposes of Section 409A.     With regard to any provision of this Agreement that provides for reimbursement of costs andexpenses or in-kind benefits, except as permitted by Section 409A of the Code, (i) the right toreimbursement or in-kind benefits shall not be subject to liquidation or exchange for anotherbenefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, providedduring any taxable year shall not affect the expenses eligible for reimbursement, or in-kindbenefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shallnot be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b)of the Code solely because such expenses are subject to a limit related to the period thearrangement is in effect and (iii) such payments shall be made on or before the last day of theExecutive’s taxable year following the taxable year in which the expense was incurred.**19. Attorneys Fees**     The Company shall promptly pay upon presentation of appropriate documentation the reasonablelegal fees incurred by the Executive in connection with the negotiation and documentation of thisAgreement, but not to exceed $15,000.**20. Waiver of Jury Trial.**     Each party hereto hereby waives, to the fullest extent permitted by applicable law, any rightit may have to a trial by jury in respect of any suit, action or proceeding arising out of orrelating to this Agreement.
 

 
**21. Binding Effect.**     This Agreement shall be binding on and inure to the benefit of each of the parties hereto, aswell as their respective successors, assigns, heirs, executors and administrators.**EXECUTIVE AFFIRMS THAT HE HAS CONSULTED WITH HIS ATTORNEY OR HAS HAD AN OPPORTUNITY TO DO SO PRIORTO SIGNING THIS AGREEMENT AND THAT HE IS EXECUTING THE AGREEMENT VOLUNTARILY AND WITH FULLUNDERSTANDING OF ITS CONSEQUENCES.**     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date firstwritten above.         **HORIZON LINES, INC.**           By: /s/ Stephen H. Fraser       Name: Stephen H. Fraser      Title: Member of the Board of Directors           **EXECUTIVE**             /s/ Charles G. Raymond       Charles G. Raymond             Date: February 23, 2011  
 

 
**Exhibit A****EXECUTIVE RELEASE****GENERAL RELEASE AND COVENANT NOT TO SUE**      I, Charles G. Raymond, in consideration of and subject to the performance by HorizonLines, Inc. (the “Company”) of its obligations under the Separation Agreement dated as of February23, 2011 (the “Separation Agreement”), and having acknowledged the consideration stated in theSeparation Agreement as full compensation for and on account of any and all injuries and damageswhich I have sustained or claimed, or may be entitled to claim, I, for myself, and my heirs,executors, administrators, successors and assigns, do hereby release, forever discharge and promisenot to sue the Company, its parents, subsidiaries, affiliates, successors and assigns, and theirpast and present officers, directors, partners, employees, members, managers, shareholders, agents,attorneys, accountants, insurers, heirs, administrators, executors (collectively the “ReleasedParties”) from any and all claims, liabilities, costs, expenses, judgments, attorney fees, actions,known and unknown, of every kind and nature whatsoever in law or equity, which I had, now have, ormay have against the Released Parties relating in any way to my employment or affiliation with theCompany or the end thereof, including, but not limited to, all claims for contract damages, tortdamages, special, general, direct, punitive and consequential damages, compensatory damages, lossof profits, attorney fees and any and all other damages of any kind or nature; all contracts, oralor written, between me and any of the Released Parties; any business enterprise or proposedenterprise currently contemplated by any of the Released Parties, as well as anything done or notdone prior to and including the date of execution of this General Release. Nothing in this GeneralRelease shall be construed to release the Company from any of its obligations set forth in theSeparation Agreement, provided I do not revoke this General Release.     I understand and agree that this General Release shall apply to any and all claims orliabilities arising out of or relating to my employment with the Company and the end of suchemployment, including, but not limited to: claims of discrimination based on age, race, color,gender, religion, national origin, marital status, parental status, veteran status, disability orany other grounds under applicable federal, state or local law, including, but not limited to,claims arising under the Age Discrimination in Employment Act of 1967, as amended; the Americanswith Disabilities Act; the Fair Labor Standards Act; the Family and Medical Leave Act; and TitleVII of the Civil Rights Act, as amended, the Civil Rights Act of 1991; 42 U.S.C. § 1981, theEmployee Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act of 1985as amended, the Rehabilitation Act of 1973, the Equal Pay Act of 1963 (EPA), as well as any claimsregarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongfultermination; breach of the covenant of good faith and fair dealing; intentional or negligentinfliction of emotional distress; retaliation; whistleblower protections; outrage; defamation;invasion of privacy; breach of contract; fraud or negligent misrepresentation; harassment; breachof duty; negligence; discrimination; claims under any employment, contract or tort laws; claimsarising under any other federal law, state law, municipal law, local law, or common law; any claimsarising out of any employment contract, policy or procedure; and any other claims related to orarising out of my employment or the separation of my employment with the Company.
 

 
     In addition, I agree not to cause or encourage any legal proceeding to be maintained orinstituted against any of the Released Parties.     **Acknowledgement of Waive of Claims under ADEA**. I expressly acknowledge that I am voluntarily,irrevocably and unconditionally releasing and forever discharging the Company and its respectivepresent and former parents, subsidiaries, divisions, affiliates, branches, insurers, agencies, andother offices from all rights or claims I had or may have against the Company relating to myemployment and the end of that employment, including, but not limited to, without limitation, allcharges, claims of money, demands, rights, and causes of action arising under the AgeDiscrimination in Employment Act of 1967, as amended (“ADEA”), including, but not limited to, allclaims of age discrimination in employment and all claims of retaliation in violation of ADEA. Ifurther acknowledge that the consideration given for this waiver of claims under the ADEA is inaddition to anything of value to which I was already entitled in the absence of this waiver. Ifurther acknowledge: (a) that I have been informed by this writing that I should consult with anattorney prior to executing this General Release; (b) that I have carefully read and fullyunderstand all of the provisions of this General Release; (c) that I am, through this GeneralRelease, releasing the Company from any and all claims I may have against it under the ADEA; (d)that I understand and agree that this waiver and release does not apply to any claims that mayarise under the ADEA after the date I execute this General Release; (e) that I have at leasttwenty-one (21) days within which to consider this General Release; (f) that I have seven (7) daysfollowing my execution of this General Release to revoke this General Release (as provided below);and (g) this General Release shall not be effective until the revocation period has expired and Ihave signed and have not revoked the Agreement.     This General Release does not apply to any claims any claims for unemployment compensation orany other claims or rights which, by law, cannot be waived, including the right to file anadministrative charge or to participate in an administrative investigation or proceeding; provided,however that I disclaim and waive any right to share or participate in any monetary award resultingfrom the prosecution of such charge or investigation or proceeding.     I understand that any payments or benefits paid or granted to me under the SeparationAgreement on or after the date hereof represent, in part, consideration for signing this GeneralRelease and are not salary, wages or benefits to which I was already entitled. I understand andagree that I will not receive such payments and benefits specified in the Separation Agreementunless I execute this General Release and do not revoke or breach this General Release. Suchpayments and benefits will not be considered compensation for purposes of any employee benefitplan, program, policy or arrangement maintained or hereafter established by the Company or itsaffiliates. I also acknowledge and represent that I have received all payments and benefits that Iam entitled to receive (as of the date hereof) by virtue of any employment by the Company.     **Sufficient Time to Review.**I acknowledge and agrees that: (i) I have had reasonable andsufficient time to read and review this General Release and that I have, in fact, read and reviewedthis Agreement; (ii) that I have the right to consult with legal counsel regarding this GeneralRelease and was encouraged to consult with legal counsel with regard to this General Release; (iii)that I have had (or has had the opportunity to take) twenty-one (21) calendar days to discuss theAgreement with a lawyer of my choice before signing it and, if I sign before the end of that
 

 
period, I do so of my own free will and with the full knowledge that I could have taken thefull period; (iv) that I am entering into this General Release freely and voluntarily and not as aresult of any coercion, duress or undue influence; (v) that I am not relying upon any oralrepresentations made to me regarding the subject matter of this General Release; (vi) that by thisGeneral Release I am receiving consideration in addition to that which I was already entitled; and(vii) that I have received all information I require from the Company in order to make a knowingand voluntary release and waiver of all claims against the Company.     **Revocation/Payment.**I acknowledge and agree that I have seven (7) days from the date of theexecution of this General Release within which to rescind or revoke this General Release byproviding notice in writing to the Company. I further understand that the obligations under Section2, 3, 4, 6 and 19 of the Separation Agreement will have no force and effect until the end of thatseventh day (the “Waiver Effective Date”), and that I will receive the payments and benefitsidentified in Sections 2, 3, 4, 6, 7 and 19 of the Separation Agreement after the Waiver EffectiveDate and following the Company’s receipt of the General Release and the Separation Agreement asexecuted by me if this General Release is not revoked. If I revoke the General Release pursuant tothis paragraph, the Company will not be obligated to pay or provide me with the separation benefitsand other benefits described in the Separation Agreement.     I agree that neither this General Release, nor the furnishing of the consideration for thisGeneral Release, shall be deemed or construed at any time to be an admission by the Company, anyReleased Party or myself of any improper or unlawful conduct.     Notwithstanding anything in this General Release to the contrary, this General Release shallnot relinquish, diminish, or in any way affect any rights or claims arising out of any breach bythe Company or by any Released Party of the Separation Agreement as modified by the SeparationAgreement, or any of the Company’s benefit plans qualified under the Employee Retirement IncomeSecurity Act of 1974, in each case after the date hereof.     All issues and questions concerning the construction, validity, enforcement and interpretationof this General Release shall be governed by and construed in accordance with the laws of the Stateof New York without giving effect to any choice of law or conflict of law provision or rule thatwould cause the application of the law of any jurisdiction other than the State of New York.     BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:1) I HAVE READ IT CAREFULLY;2) I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOTLIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OFTHE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITHDISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;3) I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
 

 
4) I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSELRETAINED TO ADVISE ME WITH RESPECT TO IT; AND8) I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED ORMODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANYAND BY ME.Date: February 23, 2011       /s/ Charles G. Raymond     CHARLES G. RAYMOND