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Exhibit 10.8    
    


 
 

FIRST AMENDMENT
  TO AMENDED AND EXTENDED
  EMPLOYMENT AGREEMENT    
    


        This First Amendment (this "Amendment") to the Amended and Extended Employment Agreement dated as of July 1, 2002 (the "Employment Agreement") by and
between Cendant Corporation (the "Company") and Henry R. Silverman (the "Executive") is hereby entered into by and among the Company, the Executive, the Trustee of the Henry R. Silverman 1999
Insurance Trust (the "1999 Trust") and the Trustee of the Henry R. Silverman 2000 Insurance Trust (the "2000 Trust" and, collectively with the 1999 Trust, the "Trusts") and shall become effective this
28th day of July, 2003. 


        WHEREAS,
the Company and the Executive entered into the Employment Agreement; and 


        WHEREAS,
the Company and the Executive, as well as the Trustee of the 1999 Trust, entered into a Split Dollar Agreement dated as of August 23, 2000 (the "1999 Split Dollar
Agreement"); and 


        WHEREAS,
the Company and the Executive, as well as the Trustee of the 2000 Trust, entered into a Split Dollar Agreement dated as of August 23, 2000 (the "2000 Split Dollar
Agreement" and, collectively with the 1999 Split Dollar Agreement, the "Split Dollar Agreements"); and 


        WHEREAS,
as collateral security for the liability of the Trusts to the Company under the Split Dollar Agreements, the Trustee of the Trusts executed a limited collateral assignment in
connection with each of the Split Dollar Agreements (the "Limited Collateral Assignments"); and 


        WHEREAS,
the Employment Agreement provides that the Company shall maintain for the Executive's life term life insurance in the aggregate face amount of $100 million pursuant to
which the Executive shall have the right to name the beneficiaries (the "Insurance Entitlement"); and 


        WHEREAS,
the Company and the Executive have agreed that the Company shall have the right to provide the insurance benefits contemplated under the Split Dollar Agreements in lieu of
providing the Insurance Entitlement; and 


        WHEREAS,
the Company, the Executive and the Trusts have agreed that, in light of, among other things, the passage of the Sarbanes-Oxley Act of 2002, it would be in the mutual best
interests of the Company, the Executive and the Trusts to terminate the Company's obligations pursuant to the Insurance Entitlement, amend and restate the Split Dollar Agreements, and provide the
Executive with a life insurance benefit in the manner described in this Amendment. 


        NOW,
THEREFORE, in consideration of the foregoing and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
to the terms and conditions set forth below. 


        1.    Amendment and Restatement of Split Dollar Agreements.    Contemporaneously with the execution of this Amendment,
the 1999 Split Dollar Agreement and the 2000 Split Dollar Agreement shall each be amended and restated to conform to the provisions of this Amendment, and, except as otherwise provided in
paragraph 2 of this Amendment, the provisions of the Split Dollar Agreements and the Limited Collateral Assignments, including, without limitation the Policies (as respectively defined in each
of the Split Dollar Agreements), shall, with respect to all Policies that have not been terminated as provided for herein, continue in full force and effect until all of the New Policies and Key Man
Insurance described herein are implemented and the full life insurance protection described herein to be provided under the New Policies and the Key Man Insurance is in full force and effect (the
"Implementation Date"). 


        2.    Termination of the Policies.    Upon the Company's acquisition of a New Policy described in paragraph 4A
of this Amendment and the endorsement of the death benefit of such New Policy to the Trusts in the manner set forth in paragraph 4A of this Amendment, the Trusts shall contemporaneously
therewith terminate for its/their cash surrender value one or more of the Policies (as respectively 





 



defined
in each of the Split Dollar Agreements) with an aggregate face amount equal to the face amount of such New Policy; provided,  however, that prior to the
Company's acquisition of the Key Man Insurance described in paragraph 4A of this Amendment, the Trusts shall keep in
full force one or more Policies with an aggregate face amount equal to the sum of (i) the aggregate premiums payable by the Company on the first year's insurance coverage on the New Policies
and (ii) the "Advances" (as such term is defined in the Split-Dollar Agreements) with respect to such one or more Policies that are being kept in force pursuant to this proviso. Upon receipt of
the cash surrender value under any such terminated Policy or Policies, the Trusts shall immediately thereafter transfer all cash surrender value under such terminated Policy or Policies to the Company
for its sole and exclusive benefit. Upon the termination of any such Policy, such terminated Policy shall thereafter not be subject to the terms and conditions of the Split Dollar Agreements, and the
Limited Collateral Assignment with respect to such terminated Policy shall terminate. The parties hereby agree to cooperate (including by executing appropriate documents) to implement the matters
contemplated in this paragraph 2. 


        3.    Termination of the Insurance Entitlement.    Section 4(g) of the Employment Agreement is hereby deleted
and of no further force or effect effective as of the Implementation Date. The Executive hereby acknowledges and agrees that the obligations of the Company as set forth in this Amendment constitute
the sole and exclusive obligations of the Company with respect to life insurance coverage for the benefit of the Executive (other than group life insurance). 



        4A.    Acquisition of New Insurance; Endorsement.    As promptly as practicable after the execution of this Amendment,
the Company shall acquire one or more life insurance policies on the life of the Executive with an aggregate face amount of $100 million (individually a "New Policy" and collectively the "New
Policies"). The New Policies shall be underwritten by one or more insurance companies reasonably acceptable to both the Company and the Trusts and shall otherwise in all respects be reasonably
acceptable to both the Company and the Trusts. The Trusts hereby consent to the Company's acquisition of the New Policies and agree to take all reasonable actions, including executing such appropriate
documents, in each case as necessary to facilitate the acquisition of the New Policies. The Company shall promptly endorse to the Trusts $100,000,000 of life insurance under the New Policies and the
sole and exclusive right to name the beneficiary with respect to the $100,000,000 of life insurance under the New Policies (the "Endorsements"). The Endorsements shall be substantially in the form
attached hereto as Exhibit A1. As promptly as practicable after the execution of this Amendment, the Company shall also acquire one or more life insurance policies on the life of the Executive
with an aggregate face amount of $37.5 million (the "Key Man Insurance"). The Company shall at all times remain the beneficiary of the Key Man Insurance;  provided, however, that each and every time the Company pays a premium on the New Policies and/or the
Key Man Insurance, the Company shall promptly endorse to the Trusts (i) an additional death benefit under the Key Man Insurance equal to the sum of (a) the amount of such premium paid by
the Company on the New Policies, and (b) the amount of such premium paid by the Company on the death benefit under the Key Man Insurance then being endorsed to the Trusts under
clause (a) above; and (ii) the sole and exclusive right to name the beneficiary with respect to the amount of the death benefit under the Key Man Insurance endorsed to the Trusts under
clause (i) above. Such endorsement with respect to the Key Man Insurance shall be substantially in the form attached hereto as Exhibit A2. 


        4B.    Allocation of Life Insurance Endorsed to Trusts.    Notwithstanding any provision in this Agreement to the
contrary, any life insurance under the New Policies and the Key Man Insurance that is directed to be endorsed to the Trusts under this Agreement shall be allocated as follows:
(i) seventy-five percent (75%) of such life insurance shall be endorsed to the 1999 Trust and the 1999 Trust shall have the sole and exclusive right to name the beneficiary with
respect to seventy-five percent (75%) of such life insurance, and (ii) twenty-five percent (25%) of such life insurance shall be endorsed to the 2000 Trust and the 2000
Trust shall have the sole and exclusive right to name the beneficiary with respect to twenty-five percent (25%) of such life insurance. 


2





 



        5A.    Premium Payments—Prior to Purchase Election.    The Company shall at all times be solely
responsible for making all premium payments in respect of the Key Man Insurance; provided, however, that
the Company shall have the right in its sole discretion to terminate the Key Man Insurance following the exercise of the Purchase Election (as defined in paragraph 6 below) with respect to all
(but not less than all) of the New Policies. At all times prior to the exercise of the Purchase Election with respect to all (but not less than all) of the New Policies: (i) the Trusts shall be
responsible for contributing a portion of all premium payments, on a timely basis, into the New Policies with respect to which a Purchase Election has not been made in an amount equal to the Economic
Benefit (as defined below) to the Executive in respect of the New Policies with respect to which a Purchase Election has not been made; (ii) the Company shall be responsible for making the
Required Premium Payments (as defined below), on a timely basis, into the New Policies with respect to which a Purchase Election has not been made; and (iii) after giving effect to clauses
(i) and (ii), in the event the premium payments under the New Policies are not paid in full (or not paid to the extent necessary to maintain the full face amount), any remaining premium
payments shall be payable by the Trusts at their sole option. At any time following the exercise of the Purchase Election with respect to all (but not less than all) of the New Policies, the Company
shall have the right in its sole discretion to terminate the Key Man Insurance. For purposes of this paragraph 5A, (i) Economic Benefit shall mean an amount equal to the annual cost of
current life insurance protection on the life of the Executive with a death benefit of $100,000,000 reduced by an amount equal to the aggregate death benefit of any New Policies with respect to which
a Purchase Election has been made, measured by the lower of the Table 2001 rate (as originally published in Internal Revenue Service Notice 2001-10) or the applicable insurance company's
current published premium rate for annually renewable term insurance for standard risks, and (ii) Required Premium Payments shall mean the payments set forth on Exhibit B hereto taking
into account the footnotes thereon. 


        5B.    Effect of the Executive's Death—Prior to Purchase Election.    If the Executive dies prior to the
Purchase Election with respect to all (but not less than all) of the New Policies, the Company will receive from the death benefits payable by the insurance company or companies that issued the New
Policies with respect to which a Purchase Election has not been made the greater of (i) total amount of premiums paid on the New Policies with respect to which a Purchase Election has not been
made or (ii) the cash surrender value of the New Policies with respect to which a Purchase Election has not been made. 



        5C.    Effect of Reduction in Face Amount of Insurance.    The parties agree that the Trusts shall have the right to
reduce the aggregate face amount of insurance coverage in respect of any New Policy at any time. In the event that the Trusts determine to reduce the aggregate face amount of insurance coverage in
respect of any New Policy, then there shall be an equal percentage reduction to both the Required Premium Payments applicable to that New Policy, and the amounts required to be paid by the Trusts in
respect of such New Policy pursuant to paragraph 5A(i) above in respect of the Economic Benefit. 



        6.    Purchase Election.    At any time, and from time to time, each Trust shall have the right to purchase any or all
of the New Policies allocated to such Trust pursuant to paragraph 4B above (the "Purchase Election") by making a payment to the Company equal to the aggregate cash surrender value (as of the
purchase date) of the policy or policies being purchased (the "Exercise Price"). In connection with any such exercise, the Company shall make a cash bonus payment to the Executive equal to the
Exercise Price. In the event that the Purchase Election is exercised during any calendar year with respect to a New Policy, all premium payments (including Required Premium Payments) in respect of any
such New Policy shall thereafter be the sole and exclusive responsibility of the Trust that exercised the Purchase Election with respect to such New Policy. As of the date any New Policy is purchased
in full, the Endorsement with respect to such New Policy shall terminate and such New Policy shall thereafter not be subject to the terms and conditions of the Split-Dollar Agreements, as 


3





 



amended
and restated in accordance with paragraph 1 of this Amendment. As of the date any New Policy is purchased in part, the amount of life insurance required to be endorsed to the Trusts
under paragraph 4A of this Amendment shall be reduced by the face amount of death benefits with respect to New Policies that are purchased by the Trusts. 


        7A.    Post-Exercise Bonus Program.    Following the exercise of the Purchase Election, the Company shall
have no further obligations to make the Required Premium Payments or any other payments in respect of any New Policy in respect of which the Purchase Election was made. All premium payments (including
Required Premium Payments) in respect of any such New Policy shall thereafter be the sole and exclusive responsibility of the Trusts. Following the exercise of any such Purchase Election, the Company
shall make a cash bonus payment (the "Cash Bonus Payment") to the Executive on an annual basis in an amount equal to the premium payments made by the Trusts during such year in respect of the New
Policy in respect of which the Purchase Election was made, including, if applicable, a pro rata Cash Bonus Payment in respect of the partial calendar year after which the Purchase Election is
exercised (the "Annual Bonus Program"). The Cash Bonus Payment amounts under the Annual Bonus Program are set forth on Exhibit C hereto, assuming that the Purchase Election has been exercised
with respect to all New Policies. To the extent the Purchase Election has been exercised with respect to some, but not all, of the New Policies, Cash Bonus Payments under the Annual Bonus Program
shall equal the amounts reflected in the footnotes to Exhibit C for the New Policies with respect to which a Purchase Election has been made in full and shall be prorated for the New Policies
with respect to which a Purchase Election has been made in part based on a fraction the numerator of which is the face amount purchased by the Trusts of the New Policies with respect to which the
Purchase Election has been exercised in part, and the denominator of which is the aggregate face amount of the New Policies with respect to which a purchase election has been made in part. At the time
of each Cash Bonus Payment under the Annual Bonus Program, the Company shall make an additional payment (the "Bonus Reimbursement Payment") to the Executive in an amount equal to the sum of
(i) the income taxes imposed upon the Cash Bonus Payment, (ii) the gift taxes that would be
imposed assuming the Executive gifted to the Trusts an amount equal to the Cash Bonus Payment, and (iii) an additional amount such that, after imposition of income taxes on the payments made
pursuant to clauses (i) and (ii) above, as well as on the payments described in this clause (iii), the Executive retains an amount equal to the aggregate payments determined under
clauses (i) and (ii) above. For purposes of determining the Bonus Reimbursement Payment, the Executive shall be deemed to (i) pay Federal income and gift taxes at the Executive's
highest applicable marginal rate of Federal income and gift taxation, as applicable, for the calendar year in which the Bonus Reimbursement Payment is to be made and (ii) pay any applicable
state and local income and gift taxes at the Executive's highest applicable marginal rate of income and gift taxation, as applicable, for the calendar year in which the Bonus Reimbursement Payment is
to be made, net of the maximum reduction in Federal income or gift taxes, as applicable, which could be obtained from deduction of such state and local income or gift taxes, as applicable, if paid in
such year. All payments pursuant to this paragraph 7A shall be treated as cash compensation paid by the Company to the Executive for tax purposes. All payments (other than any payments accrued
but unpaid prior to the Executive's death) pursuant to this paragraph 7A shall cease upon the Executive's death. 


        7B.    Effect of New Policy Investments.    The parties acknowledge and agree that the estimated amounts to be paid
pursuant to the Annual Bonus Program, as set forth on Exhibit C hereto, were determined based upon an assumed rate of return on the underlying investments in respect of each New Policy (the
"Assumed Rate"). Accordingly, notwithstanding paragraph 7A and Exhibit C to the contrary, (i) in the event that any New Policy experiences investment returns in excess of its
Assumed Rate, any resulting decrease in the premium payments shall result in a corresponding decrease in payments by the Company under the Annual Bonus Program, and (ii) in the event that any
New Policy experiences investment returns below its Assumed Rate, any resulting increase in the premium payments shall result in a corresponding increase in payments by the Company under the Annual 


4





 



Bonus
Program; provided, however, that in no event shall the Company bear responsibility for increased
payments under the Annual Bonus Program to the extent such increases are a result of investment returns below the guaranteed rate in effect with respect to any New Policy or any insurance company
default under any New Policy. 


        8.    Termination.    The obligations of the parties pursuant to this Amendment shall remain in full force and effect
notwithstanding the termination of the Employment Agreement for any reason or the termination of the Executive's employment with the Company for any reason; provided,
however, that the Company's obligation pursuant to this Amendment shall fully and immediately terminate upon the earliest of (i) the Executive's death (except to assure
that the appropriate death benefits under the New Policies with respect to which a Purchase Election has not been made are paid) or (ii) the Executive's termination for Cause (as defined in the
Employment Agreement"). 


        9.    Rights.    Except as contemplated hereby, neither the Company nor the Trusts shall have the right to assign or
convey any right or interest in any New Policy without the written consent of the other party. Neither the Company nor either of the Trusts shall have the right to take a loan against any New Policy
without the written consent of the other party. Any and all dividends or distributions credited to any New Policy, and any and all interest and earnings in excess of expected and budgeted interest and
earnings credited to any New Policy, shall be used for the exclusive purpose of reducing the Required Premium Payments and/or payments under the Annual Bonus Program for the exclusive benefit of the
Company. 


        10.    Integration.    This Amendment shall be deemed for all purposes as an amendment to the Employment Agreement,
and any all interpretations of any provision of this Amendment shall be construed in accordance with, and any and all disputes arising hereunder shall be resolved in accordance with, the applicable
provisions of the Employment Agreement. 


        11.    Final Split-Dollar Regulations.    In the event that final United States Treasury regulations relating to
split-dollar life insurance arrangements are published in the Federal Register prior to the Implementation Date, then, within 30 days of the date that such final regulations are published in
the Federal Register, the Trusts (acting jointly) may terminate this Amendment and the Split Dollar Agreements by written notice to the Company. In the event of any such termination, the provisions of
this Amendment shall thereafter be null and void, and the parties agree to use reasonable efforts to implement a lawful substitute for the arrangement provided for in this Amendment, which is fair and
equitable to each of the parties and which provides a life insurance benefit substantially equivalent to the Insurance Entitlement. 


        12.    Unlawfulness; Miscellaneous.    To the extent that the arrangement provided for in this Amendment is determined
by the Company, a court of law or any regulatory agency to be unlawful, this Amendment and the Split Dollar Agreements shall terminate and the parties agree to use reasonable efforts to implement a
lawful substitute for this arrangement, which is fair and equitable to each of the parties and which provides a life insurance benefit substantially equivalent to the Insurance Entitlement. This
Amendment may be executed in counterparts, each of which will be deemed an original, but all of which will together constitute one and the same instrument. 


5





 

        IN
WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the date and year first above written. 



	

 	
 	
CENDANT CORPORATION
	

 	
 	
By:	

/s/  TERRY CONLEY      
	 	 	 	

	 	 	Name:	Terry Conley
	 	 	Title:	Executive Vice President

Human Resources
	

 	
 	

HENRY R. SILVERMAN



/s/  HENRY R. SILVERMAN      
	

 	
 	


	

 	
 	

HENRY R. SILVERMAN 1999 INSURANCE TRUST
	

 	
 	

By:	

/s/  TRUSTEE      
	 	 	 	

	 	 	Title:	Trustee
	

 	
 	

HENRY R. SILVERMAN 2000 INSURANCE TRUST
	

 	
 	

By:	

/s/  TRUSTEE      
	 	 	 	

	 	 	Title:	Trustee




6







 
 

Exhibit A1    
    


 
 

ENDORSEMENT
  and
  BENEFICIARY DESIGNATION
  [Name of Life Insurance Company]
  Policy No.
                        
    


        The
death proceeds of the above policy shall be payable, in a lump sum, to CENDANT CORPORATION ("Cendant"), a Delaware corporation, with offices located at 9 West 57th
Street, New York, New York 10019, the owner of such policy, to the extent of its interest under the Restated and Amended Split Dollar Agreement dated as of July 28, 2003 between MARTIN L.
EDELMAN, as Trustee of the HENRY R. SILVERMAN [1999/2000] INSURANCE TRUST (the "Trust"), under agreement dated as of
[August 10, 1999/August 23, 2000], with offices located at 75 East 55th Street, New York, New York
10022, and Cendant, a copy of which Agreement is annexed hereto. The balance of the death proceeds shall be payable, in a lump sum, to the Trust. 



	 	 	CENDANT CORPORATION
	
Dated: July    , 2003	
 	

By:	

 
	 	 	 	
 Name:

Title:









 
 

Exhibit A2    
    


 
 

ENDORSEMENT
  AND
  BENEFICIARY DESIGNATION
  [Name of Life Insurance Company]
  Policy No.               
    


        The death proceeds of the above policy shall be payable, in a lump sum, to MARTIN L. EDELMAN, or to any successor to him, as Trustee of the HENRY R. SILVERMAN
[1999/2000] INSURANCE TRUST (the "Trust"), under agreement dated as of [August 10,
1999/August 23, 2000], with offices located at 75 East 55th Street, New York, New York 10022, to the extent an interest in such policy has been
endorsed to the Trust pursuant to the Restated and Amended Split Dollar Agreement dated as of July 28, 2003 between the Trust and the owner of such policy, CENDANT CORPORATION ("Cendant"), a
Delaware corporation, with offices located at 9 West 57th Street, New York, New York 10019, a copy of which Agreement is annexed hereto. The balance of the death proceeds shall be
payable, in a lump sum, to Cendant. 



	

 	
 	
CENDANT CORPORATION
	
 Dated: July    , 2003	
 	

By:	

 
	 	 	 	
 Name:

Title:











 
 

Exhibit B    
    



	Calendar Year
 
	 	Required Premium Payments—

Pre-Purchase Election(1)

	2003	 	4,566,909
	2004	 	3,908,909
	2005	 	3,775,909
	2006	 	4,221,909
	2007	 	3,564,000
	2008	 	   584,988
	2009	 	   584,988
	2010	 	   584,988
	2011	 	   584,988
	2012	 	   584,988
	2013	 	   584,988
	2014	 	   584,988
	2015	 	   584,988
	2016	 	   584,988
	2017	 	   584,988
	2018	 	   584,988
	2019	 	   584,988
	2020	 	   584,988
	2021	 	   584,988
	2022	 	   584,988






        *****end
of required Company contributions***** 




	(1)
	The
Company's obligation to make these Required Premium Payments shall cease with respect to any New Policy for which a Purchase Election is made. The Required Premium Payments
represent premiums in respect of three separate New Policies, and in the event that a Purchase Election is made in respect of one or more but less than all such New Policies, then the Required Premium
Payments shall be reduced based upon the premium cost applicable to the New Policy or New Policies in respect of which such Purchase Election is made. For purposes of calculating any such reduction to
the Required Premium Payments, the premiums applicable to each such New Policy are set forth on Exhibit B1 hereto. 







 
 

Exhibit B1    
    


 
  Required Premium Payments—Pre-Purchase Election    
    



	Calendar

Year
	 	American

General
	 	Pacific

Life
	 	Mass

Mutual
	 	Total Premiums

	

2003	
 	

2,154,322	
 	

1,896,384	
 	

516,203	
 	

4,566,909
	

2004	
 	

1,822,805	
 	

1,703,918	
 	

382,186	
 	

3,908,909
	

2005	
 	

1,757,254	
 	

1,665,431	
 	

353,224	
 	

3,775,909
	

2006	
 	

1,960,125	
 	

1,888,041	
 	

373,743	
 	

4,221,909
	

2007	
 	

2,750,000	
 	

500,000	
 	

314,000	
 	

3,564,000
	

2008	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2009	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2010	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2011	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2012	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2013	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2014	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2015	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2016	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2017	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2018	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2019	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2020	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2021	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

2022	
 	

270,988	
 	

0	
 	

314,000	
 	

584,988
	

*****end of required Company contributions*****	
 	

 









 
 

Exhibit C2    
    



	Calendar Year
 
	 	Annual Cash Bonus Program—Post-Purchase Election

	

2003	
 	

*            
	2004	 	*            
	2005	 	*            
	2006	 	*            
	2007	 	814,000
	2008	 	584,988
	2009	 	584,988
	2010	 	584,988
	2011	 	584,988
	2012	 	584,988
	2013	 	584,988
	2014	 	584,988
	2015	 	584,988
	2016	 	584,988
	2017	 	584,988
	2018	 	584,988
	2019	 	584,988
	2020	 	584,988
	2021	 	584,988
	2022	 	584,988






        *****end
of Annual Cash Bonus Program***** 




	2
	This
Exhibit C is not effective until following the exercise of a Purchase Election. Exhibit assumes for illustrative purposes than an exercise of a Purchase
Election for each New Policy occurs in 2006. The Annual Bonus Program represents bonuses paid in respect of premiums under three separate New Policies, and in the event that a Purchase Election is
made in respect of one or more but less than all such New Policies, then the Cash Bonus Payment shall be reduced based upon the premium cost applicable to the New Policy or New Policies in respect of
which such Purchase Election has not been made. For purposes of calculating any such reduction to the Cash Bonus Payment, the premiums applicable to each such New Policy are set forth on
Exhibit B1 hereto. 









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Exhibit 10.8


FIRST AMENDMENT TO AMENDED AND EXTENDED EMPLOYMENT AGREEMENT




Exhibit A1


ENDORSEMENT and BENEFICIARY DESIGNATION [Name of Life Insurance Company] Policy No.




Exhibit A2


ENDORSEMENT AND BENEFICIARY DESIGNATION [Name of Life Insurance Company] Policy No.




Exhibit B




Exhibit B1


Required Premium Payments—Pre-Purchase Election




Exhibit C2