any payment that is considered “nonqualified deferred compensation” under Code Section 409Apayable on account of a “separation from service,” such payment shall be made on the datewhich is the earlier of (i) the expiration of the six (6)-month period measured from thedate of such “separation from service” of Employee, and (ii) the date of Employee’s death tothe extent required under Code Section 409A. Upon the expiration of the foregoing delayperiod, all payments delayed pursuant to this Section (whether they would have otherwisebeen payable in a single sum or in installments in the absence of such delay) shall be paidto Employee in a lump-sum, and all remaining payments due under this Agreement shall be paidor provided in accordance with the normal payment dates specified for them herein.     (d) To the extent that severance payments pursuant to this Agreement are conditionedupon the execution and delivery by Employee of a release of claims, Employee shall forfeitall rights to such payments unless such release is signed and delivered (and no longersubject to revocation, if applicable) within sixty (60) days following the date ofEmployee’s termination of employment. If the foregoing release is executed and deliveredand no longer subject to revocation as provided in the preceding sentence, then thefollowing shall apply:     (i) To the extent that any such severance payment to be provided is not“nonqualified deferred compensation” for purposes of Code Section 409A, then suchpayment shall commence upon the first scheduled payment date immediately followingthe date that the release is executed, delivered and no longer subject to revocation(the “Release Effective Date”). The first such cash payment shall includepayment of all amounts that otherwise would have been due prior to the ReleaseEffective Date under the terms of this Agreement applied as though such paymentscommenced immediately upon Employee’s termination of employment, and any paymentsmade thereafter shall continue as provided herein.     (ii) To the extent that any such cash payment to be provided is “nonqualifieddeferred compensation” for purposes of Code Section 409A, then such payment shall bemade or commence upon the sixtieth (60th) day following Employee’s termination ofemployment. The first such cash payment shall include payment of all amounts thatotherwise would have been due prior thereto under the terms of this Agreement hadsuch payments commenced immediately upon Employee’s termination of employment, andany payments made thereafter shall continue as provided herein.     (e) For purposes of compliance with Code Section 409A, (i) all expenses or otherreimbursements hereunder shall be made on or prior to the last day of the taxable yearfollowing the taxable year in which such expenses were incurred by Employee, (ii) any rightto reimbursement or in-kind benefits is not subject to liquidation or exchange for anotherbenefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kindbenefits provided in any taxable year shall in any way affect the expenses eligible forreimbursement, or in-kind benefits to be provided, in any other taxable year.
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     (f) For purposes of Code Section 409A, Employee’s right to receive any installmentpayments pursuant to this Agreement shall be treated as a right to receive a series ofseparate and distinct payments. Whenever a payment under this Agreement specifies a paymentperiod with reference to a number of days, the actual date of payment within the specifiedperiod shall be within the sole discretion of the Company.     (g) Notwithstanding any other provision of this Agreement to the contrary, in no eventshall any payment under this Agreement that constitutes “nonqualified deferred compensation”for purposes of Code Section 409A be subject to offset by any other amount unless otherwisepermitted by Code Section 409A.     (h) Unless this Agreement provides a specified and objectively determinable paymentschedule to the contrary, to the extent that any payment of base salary or othercompensation is to be paid for a specified continuing period of time beyond the date ofEmployee’s termination of employment in accordance with the Company’s payroll practices (orother similar term), the payments of such base salary or other compensation shall be madeupon such schedule as in effect upon the date of termination, but no less frequently thanmonthly.”     SECOND: Except as specifically modified herein, the Agreement shall remain in fullforce and effect in accordance with all of the terms and conditions thereof.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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     **IN WITNESS WHEREOF,**the parties hereto have executed this amendment to the Agreement as of thedate first written above.        **HORSEHEAD CORPORATION**           By: