Exhibit 10.40  AGREEMENT AND GENERAL RELEASE  Travelport Limited (Travelport) andTravelport
Operations, Inc. (collectively, the Company) and Michael Rescoe (hereinafter
collectively with his heirs, executors, administrators, successors and assigns,
EXECUTIVE), mutually desire to enter into this Agreement and General Release (Agreement
or Agreement and General Release) and agree that:  The terms of this Agreement are the products
of mutual negotiation and compromise between EXECUTIVE and the Company; and  The meaning, effect and terms of this
Agreement have been fully explained to EXECUTIVE; and  EXECUTIVE is hereby advised, in writing, by
the Company that he should consult with an attorney prior to executing this
Agreement; and  EXECUTIVE is being afforded twenty-one (21)
days from the date of this Agreement to consider the meaning and effect of this
Agreement; and  EXECUTIVE understands that he may revoke the
general release contained in paragraph 4 of this Agreement (the General
Release) for a period of seven (7) calendar days following the day he
executes this Agreement and the General Release shall not become effective or
enforceable until the revocation period has expired, and no revocation has
occurred.  Any revocation within
this period must be submitted, in writing, to Jo-Anne Kruse in the Companys
Human Resources Department and state, I hereby revoke my acceptance of the
General Release.  Said revocation must
be personally delivered to Jo-Anne Kruse in the Companys Human Resources Department,
or mailed to Jo-Anne Kruse in the Companys Human Resources Department and
postmarked within seven (7) calendar days of execution of this Agreement.  In the event of a revocation of the General
Release, the remainder of this Agreement shall remain in full force and effect;
and  EXECUTIVE has carefully considered other
alternatives to executing this Agreement and General Release.  THEREFORE, EXECUTIVE and the Company, for the
full and sufficient consideration set forth below, agree as follows:  1.             (a) Pursuant
to the letter agreement between Travelport Limited and EXECUTIVE dated February 23,
2009 (the Letter Agreement), EXECUTIVES Last Day of Employment shall be October 1,
2009, and EXECUTIVE shall remain the Companys Chief Financial Officer with the
full authority and resources to fulfill his obligations as the Companys Chief
Financial Officer, including executing certifications required by the Company
in connection with its public filings (e.g. with the
United States Securities and Exchange Commission) (the Retained
Responsibilities), until that Last Day of Employment.   While EXECUTIVEs rights and obligations
shall continue to be governed by the November 9, 2006 Employment Agreement
between EXECUTIVE and Travelport Limited (the Employment Agreement) through
his Last Day of Employment, EXECUTIVE acknowledges that the appointment of a
new Deputy Chief Financial Officer and the taking of reasonable steps meant to
ensure an orderly transition and not inconsistent with the Retained
Responsibilities shall not be a basis for Constructive Termination under Section 7(c)(ii)(C) of
the Employment Agreement.


(b)  EXECUTIVE shall continue to
participate in all Company benefit plans and programs (with the exception of
any equity, retention or other long-term incentive plans or programs) in
accordance with their terms through the Last Day of Employment and shall be
entitled to a bonus for the second half of 2008 in the amount of $250,000.00,
which bonus shall be paid on or before March 15, 2009.  Pursuant to paragraph 4 of the Employment
Agreement, EXECUTIVE remains eligible for a bonus for the First Half of
2009.  Following his Last Day of
Employment, other than as set forth below or in the attached Personal Statement
of Termination Benefits, EXECUTIVE shall not be eligible for any other payments
from the Company; provided, however, that if EXECUTIVE dies (other than as a
result of suicide) prior to October 1, 2009, EXECUTIVE shall be considered
to have been terminated without Cause (as defined in the Employment Agreement)
on the day immediately prior to EXECUTIVEs date of death and his surviving
spouse or, in the event of her death, EXECUTIVEs estate, will receive the
benefits set forth on the attached Personal Statement of Termination Benefits,
although the Last Day of Employment shall be the day immediately prior to
EXECUTIVEs date of death, and the payment of such benefits is subject to the
conditions set forth in the Personal Statement of Termination Benefits.  2.             (a) In
full satisfaction of the Companys obligations under Section 7(c)(iii) of
the Employment Agreement, the Company agrees to provide EXECUTIVE with the
benefits set forth in the attached Personal Statement of Termination Benefits
under the captions Accrued Rights, Pro Rata Portion of Second Half 2009
Bonus, Full Year 2009 Bonus, and Severance Pay.  Such Severance Pay is subject to EXECUTIVEs
continued compliance with the provisions of Section 8 and 9 of the
Employment Agreement, as clarified by the attached Personal Statement of
Termination Benefits.  (b)  The Company will also provide
EXECUTIVE with a neutral reference to any entity other than the Released
Parties.  Upon inquiry to the Human
Resources department, prospective employers (other than the Released Parties) will
be advised only as to the dates of EXECUTIVEs employment and his most recent
job title.  Last salary will be provided
if EXECUTIVE has provided a written release for the same.  3.             In
consideration for the execution by EXECUTIVE of this Agreement and compliance
with the promises made in this Agreement, the Company agrees to provide
EXECUTIVE with the benefits set forth on the attached Personal Statement of
Termination Benefits under the caption Severance Benefits (which shall be
referred to in this Agreement as Severance Benefits), subject to the
conditions set forth therein. EXECUTIVE understands and agrees that he would
not receive the Severance Benefits, except for his execution of this Agreement
and the Second Agreement (as defined herein), and the fulfillment of the
promises contained herein, and that such consideration is greater than any
amount to which he would otherwise be entitled as an employee of the Company.  2


4.             Except as otherwise
expressly provided by this Agreement or the right to enforce the terms of this
Agreement, EXECUTIVE, of his own free will knowingly and voluntarily releases
and forever discharges the Company, their current and former parents, and their
shareholders, affiliates (including without limitation Orbitz Worldwide, Inc.
and its subsidiaries), subsidiaries, divisions, predecessors, successors and
assigns and the employees, officers, directors, advisors and agents thereof
(collectively referred to throughout this Agreement as the Released Parties,
or a Released Party) from any and all actions or causes of action, suits,
claims, charges, complaints, promises demands and contracts (whether oral or
written, express or implied from any source), or any nature whatsoever, known or
unknown, suspected or unsuspected, which against the Released Parties EXECUTIVE
or EXECUTIVEs heirs, executors, administrators, successors or assigns ever
had, now have or hereafter can shall or may have by reason of any matter, cause
or thing whatsoever arising any time prior to the time EXECUTIVE executes this
Agreement, including, but not limited to:  a.any and all matters
arising out of EXECUTIVEs employment by the Company or any of the Released
Parties and the termination of that employment, and that includes but is not
limited to any claims for salary, allegedly unpaid wages, bonuses, commissions,
retention pay, severance pay, vacation pay, or any alleged violation of the
National Labor Relations Act, any claims for discrimination of any kind under
the Age Discrimination in Employment Act of 1967 as amended by the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964,
Sections 1981 through 1988 of Title 42 of the United States Code, any claims
under the Employee Retirement Income Security Act of 1974 (except for benefits that
are or become vested on or prior to the Last Day of Employment, which are not
affected by this Agreement, including without limitation any benefits under the
401(k) Plan and the Deferred Compensation Plan, as each of such terms is defined
in the attached Personal Statement of Termination Benefits, which the Company
acknowledges are fully vested and which shall be paid in accordance with their
respective terms and EXECUTIVEs applicable payment elections), the Americans
With Disabilities Act of 1990, the Fair Labor Standards Act (to the extent such
claims can be released), the Occupational Safety and Health Act, the
Consolidated Omnibus Budget Reconciliation Act of 1985, the Federal Family and
Medical Leave Act (to the extent such claims can be released); and b.New Jersey Law
Against Discrimination; Civil Rights Act; Statutory Provision Regarding
Retaliation/Discrimination for Filing a Workers Compensation Claim; Family
Leave Act.; Smokers Rights Law; Equal Pay Act; Genetic Privacy Act;
Conscientious Employee Protection Act (Whistleblower Protection); Wage Payment
and Work Hour Laws; Public Employees Occupational Safety and Health Act; Fair
Credit Reporting Act; laws  3


regarding Political Activities of Employees,
Lie Detector Tests, Jury Duty, Employment Protection, and Discrimination; and c.New York State
Human Rights Law; Rights of Persons With Disabilities; Confidentiality of
Records of Genetic Tests; Whistleblower; Statutory Provision Regarding
Retaliation/Discrimination for Filing a Workers Compensation Claim; Adoptive
Parents Child Care Leave Law; Smokers Rights Law; Equal Pay Law; AIDS Testing
Confidentiality Act; Nondiscrimination Against Genetic Disorders; Bone Marrow
Leave Law; Equal Rights Law; Confidentiality of Records of Genetic Tests; State
Labor Relations Act; Wage Hour and Wage Payment Laws; Minimum Wage Law; and d.any other federal,
state or local civil or human rights law, or any other alleged violation of any
local, state or federal law, regulation or ordinance, and/or public policy,
implied or expressed contract, fraud, negligence, estoppel, defamation,
infliction of emotional distress or other tort or common-law claim having any bearing
whatsoever on the terms and conditions and/or termination of his employment
with the Company including, but not limited to, any statutes or claims
providing for the award of costs, fees, or other expenses, including reasonable
attorneys fees, incurred in these matters.  Notwithstanding the foregoing release of claims in this paragraph of
this Agreement: ·Nothing
in the release of claims in this paragraph shall impact EXECUTIVEs equity
granted or purchased pursuant to the TDS Investor (Cayman) L.P. 2006 Interest
Plan, as amended and/or restated from time to time. ·EXECUTIVE
has a right to indemnification and advancement from and by the Company, to the
extent in existence as of the date hereof pursuant to the Companys by-laws,
and such right to indemnification and advancement shall survive the termination
of his employment in accordance with such by-laws and applicable law. ·The
Company represents that it had Directors & Officers (D&O)
insurance coverage, including tail coverage, during EXECUTIVEs employment
with the Company, and while he served as an officer for TDS Investor (Cayman)
L.P and its subsidiaries, EXECUTIVE was covered under such D&O coverage for
the period he served as an officer. 
EXECUTIVE shall continue to be entitled to the benefits of such coverage
with respect to his services performed through the Last Day of Employment,
subject to the applicable terms of the applicable policies.  5.             EXECUTIVE
also acknowledges that he does not have any current charge, claim or lawsuit against
one or more of the Released Parties pending before any local, state or federal
agency or court regarding his employment and his separation from employment.
EXECUTIVE understands that nothing in this Agreement prevents him from filing a
charge or complaint with or from participating in an investigation or
proceeding conducted by the Equal Employment Opportunity Commission (EEOC) or
any other federal, state or local agency charged with the  4


enforcement of any employment or labor laws, although by signing this
Agreement EXECUTIVE is giving up any right to monetary recovery that is based
on any of the claims he has released. 
EXECUTIVE also understands that
if he files such a charge or complaint, he has, as part of this Agreement,
waived the right to receive any remuneration beyond what EXECUTIVE has received
in this Agreement.  6.             EXECUTIVE
shall not seek or be entitled to any personal recovery, in any action or
proceeding that may be commenced on EXECUTIVEs behalf in any way arising out
of or relating to the matters released under this Agreement.  7.             EXECUTIVE
represents that he has not and agrees that he will not in any way disparage the
Company or any Released Party, their current and former officers, directors and
employees, or make or solicit any comments, statements, or the like to the
media or to others that may be considered to be derogatory or detrimental to
the good name or business reputation of any of the aforementioned parties or
entities.  Following the execution of the
Second Agreement (as defined herein) by both parties and the effective date of
the Second Agreement (as defined herein), the Company will direct the
then-current members of the Travelport Senior Leadership Team (the SLT) not
to disparage EXECUTIVE; provided, however, that the Companys obligation under
this paragraph shall not be ongoing and will be fulfilled once the Company
directs the SLT not to disparage EXECUTIVE.  8.             EXECUTIVE
understands that if this Agreement were not signed, he would have the right to
voluntarily assist other individuals or entities in bringing claims against
Released Parties.  EXECUTIVE hereby
waives that right and agrees that he will not provide any such assistance other
than assistance in an investigation or proceeding conducted by the United
States Equal Employment Opportunity Commission or other federal, state or local
agency, or pursuant to a valid subpoena or court order.  EXECUTIVE agrees that if such a request for
assistance if by any agency of the federal, state or local government, or
pursuant to a valid subpoena or court order, he shall advise the Company in
writing of such a request no later than three (3) days after receipt of
such request.  9.             EXECUTIVE
acknowledges and confirms that, on or before the Last Day of Employment, he will
return all company property to the Company, including his identification card,
and computer hardware and software, all paper or computer based files, business
documents, and/or other records as well as all copies thereof, credit cards,
keys and any other Company supplies or equipment in his possession.   Finally, any amounts owed to the Company will
be paid by the Last Day of Employment.  10.           This
Agreement is made in the State of New Jersey and shall be interpreted under the
laws of said State.  Its language shall
be construed as a whole, according to its fair meaning, and not strictly for or
against either party.  Should any
provision of this Agreement be declared illegal or unenforceable by any court
of competent jurisdiction and cannot be modified  5


to be enforceable, including the General Release (as defined herein),
such provision shall immediately become null and void, leaving the remainder of
this Agreement in full force and effect. 
However, if as a result of any action initiated by EXECUTIVE, any
portion of the General Release (as defined herein) were ruled to be
unenforceable for any reason, EXECUTIVE shall return consideration equal to the
Severance Benefits (as defined herein) theretofore paid under this Agreement to
the Company.  11.           EXECUTIVE
agrees that neither this Agreement nor the furnishing of the consideration for
this Agreement shall be deemed or construed at any time for any purpose as an
admission by the Company of any liability or unlawful conduct of any kind, all
of which the Company denies.  12.           This Agreement may
not be modified, altered or changed except upon express written consent of both
parties wherein specific reference is made to this Agreement.  13.           This
Agreement sets forth the entire agreement between the parties hereto, and fully
supersedes any prior agreements or understandings between the parties other
than the Employment Agreement and the Management Equity Award Agreements (including
without limitation the post-employment restrictive covenants contained in the
Employment Agreement and the Management Equity Award Agreements), which agreements
shall continue to apply in accordance with their respective terms, except to
the extent otherwise specifically provided herein.  14.           EXECUTIVE
agrees to cooperate with and, consistent with his other employment obligations,
to make himself reasonably available to Travelport Limited and its General
Counsel, the Company may reasonably request, to assist it in any matter
regarding Travelport or its affiliates, subsidiaries, and predecessors,
including giving truthful testimony in any potential or filed litigation,
arbitration, mediation or similar proceeding litigation involving Travelport
and its affiliates, subsidiaries, and their predecessors, over which EXECUTIVE
has knowledge or information.  The
Company will reimburse EXECUTIVE for any and all reasonable expenses reasonably
incurred in connection with EXECUTIVEs compliance with this paragraph.  15.           In
consideration for the Severance Benefits, EXECUTIVE warrants and affirms to
Travelport that he has at all times conducted himself as a fiduciary of, and
with sole regard to that which is in best interests of, Travelport and its
affiliates and their predecessors.  He
affirms that in conducting business for Travelport and its affiliates and their
predecessors, he has done so free from the influence of any conflicting
personal or professional interests, without favor for or regard of personal
considerations, and that he has not in any material respect violated the Travelport
Code of Business Conduct & Ethics. 
Toward that end, EXECUTIVE understands that this affirmation is a
material provision of this Agreement, and, should the Company determine that EXECUTIVE
has engaged in business practices inconsistent with the affirmation set forth
herein then EXECUTIVE agrees that he shall have committed a material breach of
this  6


Agreement, and the Severance Benefits (as defined herein) provided to
EXECUTIVE under this Agreement shall not have been earned.  In that case, EXECUTIVE shall be liable for
the return of consideration equal to the Severance Benefits (as defined herein)
theretofore paid under this Agreement.  16.           At
the same time EXECUTIVE executes the Second Agreement (as defined herein),
EXECUTIVE agrees to execute and return the attached resignation letter
concerning his appointment as director, officer, and/or any other position of
responsibility requiring notification to a public registrar, or regulatory or
governing body.  THE PARTIES HAVE READ AND FULLY CONSIDERED THIS AGREEMENT AND GENERAL
RELEASE AND ARE MUTUALLY DESIROUS OF ENTERING INTO SUCH AGREEMENT AND GENERAL
RELEASE.  EXECUTIVE UNDERSTANDS THAT THIS
DOCUMENT SETTLES, BARS AND WAIVES ANY AND ALL CLAIMS HE HAD OR MIGHT HAVE
AGAINST THE COMPANY; AND HE ACKNOWLEDGES THAT HE IS NOT RELYING ON ANY OTHER
REPRESENTATIONS, WRITTEN OR ORAL, NOT SET FORTH IN THIS DOCUMENT.  HAVING ELECTED TO EXECUTE THIS AGREEMENT AND
GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE
THEREBY THE SUMS AND BENEFITS SET FORTH IN PARAGRAPH 2 ABOVE, EXECUTIVE FREELY
AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND
GENERAL RELEASE.  IF THIS DOCUMENT IS
RETURNED EARLIER THAN 21 DAYS FROM THE LAST DATE OF EMPLOYMENT, THEN EXECUTIVE ADDITIONALLY ACKNOWLEDGES AND WARRANTS
THAT HE HAS VOLUNTARILY AND KNOWINGLY WAIVED THE 21 DAY REVIEW PERIOD, AND THIS
DECISION TO ACCEPT A SHORTENED PERIOD OF TIME IS NOT INDUCED BY THE COMPANY
THROUGH FRAUD, MISREPRESENTATION, A THREAT TO WITHDRAW OR ALTER THE OFFER PRIOR
TO THE EXPIRATION OF THE 21 DAYS, OR BY PROVIDING DIFFERENT TERMS TO EMPLOYEES
WHO SIGN RELEASES PRIOR TO THE EXPIRATION OF SUCH TIME PERIOD.  7


THEREFORE, the parties to this Agreement and
General Release now voluntarily and knowingly execute this Agreement.  EXECUTIVE/s/ Michael RescoeMICHAEL RESCOESigned and sworn before methis   day of
                      ,
  2009.Notary PublicTRAVELPORT LIMITEDBy:
  /s/ Jo-Anne KruseName:
  Jo-Anne KruseTitle:
  EVP, HRSigned and sworn to before methis   day of
                      ,
  2009.Notary PublicTRAVELPORT OPERATIONS, INC.By:
  /s/ Jo-Anne KruseName:
  Jo-Anne KruseTitle:
  EVP, HRSigned and sworn to before methis   day of
                        ,
  2009.Notary Public  8


PERSONAL STATEMENT OF TERMINATION BENEFITS Date: February 23, 2009  EXECUTIVE NAME:
  Michael Rescoe(you
  or EXECUTIVE)LAST DAY OF EMPLOYMENT:
  October 1, 2009  ACCRUED RIGHTS:  As set forth as Section 7(c)(iii)(A) and
Section 7(a)(iii)(A)-(D) of the Employment Agreement, you will
receive the following basic benefits following the termination of your
employment:  ·Base Salary through your Last Day of Employment; ·Reimbursement of unreimbursed business expenses pursuant
to Travelport policy; and ·Employee Benefits pursuant to employee benefit plans
of the Company through the Last Day of Employment.  PRO RATA PORTION OF SECOND HALF 2009 BONUS:  Pursuant to Section 7(c)(iii)(B) of the Employment Agreement,
you will receive the following benefit following the termination of your
employment:  Amount, if any, to be determined and will be
pro-rated based upon the portion of the year you were employed, i.e. July 1, 2009 to October 1, 2009.  Payable when the Second Half 2009 bonus would
have otherwise been payable to you had your employment not been terminated.  FULL YEAR 2009 BONUS:  Pursuant to Section 7(c)(iii)(B) of the Employment Agreement,
you will receive the following benefit following the termination of your
employment:  Amount, if any, to be determined and will be
pro-rated based upon the portion of the year you were employed, i.e. January 1, 2009 to October 1, 2009.  Payable when full year 2009 bonus would have
otherwise been payable to you had your employment not been terminated.  9


SEVERANCE PAY:  Pursuant to Section 7(c)(iii)(C) of the Employment Agreement,
you will receive the following benefit following the termination of your
employment:  Continuation of your current Base Salary
($500,000.00) and Target Annual Bonus (100% of Base Salary, i.e. $500,000.00) for twenty-four (24) months, i.e. until October 1, 2011, in accordance with the
Companys normal payroll practices.  In
other words, based on the Companys current bi-weekly pay practice, this would
result in a gross payment to you, before applicable taxes, deductions and
withholdings, of $38,461.54 for each pay period.  For the avoidance of doubt, you will not be
an employee of the Company during this salary continuation period and thus will
not be eligible for the benefits that employees are eligible to receive,
including without limitation participation in the Travelport Americas, LLC
Employee Savings Plan (the 401(k) Plan) and the Travelport Americas, LLC
Officer Deferred Compensation Plan (the Deferred Compensation Plan).  SEVERANCE BENEFITS (Severance
Benefits):  Subject to the terms of the Letter Agreement
and your execution (and non-revocation) of the Agreement and your execution
(and non-revocation) of a separation agreement and general release in
substantially the same form as this Agreement (the Second Agreement), the
Company will provide you with the following severance pay and benefits:  HEALTH AND WELFARE BENEFITS:  Continued participation for twenty-four (24)
months at active employee rates.  This
period shall run concurrently with COBRA. 
To the extent that these benefits are taxable to EXECUTIVE under Section 105(h) of
the Internal Revenue Code, the Company will provide a gross-up to EXECUTIVE to
cover any taxes due from EXECUTIVE on such benefits.  EXECUTIVE CAR PROGRAM:  A lump sum payment that, after
applicable taxes and deductions, is equivalent to the value of twenty-four (24)
months of future participation in the Executive Car Program.  The amount of this payment will be determined
as of your Last Day of Employment and will be paid in a lump sum no later than
sixty (60) days after the Last Day of Employment.  10


INSURANCE BENEFITS:  A lump sum payment that, after
applicable taxes and deductions, is equivalent to the value of twenty-four (24)
months of Companys portion of the life insurance program provided by the
Company to EXECUTIVE as of the date of this Agreement.  The amount of this payment will be determined
as of your Last Day of Employment and will be paid in a lump sum no later than
sixty (60) days after the Last Day of Employment.  LAPTOP COMPUTER:  At EXECUTIVEs option, the sale to EXECUTIVE,
on or about the time of EXECUTIVEs Last Day of Employment, with the ownership
interest in the Dell Latitude D430 laptop computer that the Company has
assigned to EXECUTIVE, Serial Number FBZKSF1,  as of the date of this Agreement, (the Laptop),
for fair market value pursuant to the Companys policy.  EXECUTIVE shall provide the Company with
reasonable advance written notice prior to his Last Day of Employment as to
whether he wishes to purchase the Laptop. 
The ownership interested in the Laptop shall be transferred only after
the Company has removed all confidential and proprietary information from the
computer and taken any other measures it deems necessary to protect its
interests.  The Company shall deduct the amount
due for the cost of the Laptop from the Severance Pay.  For the avoidance of doubt, in the event that EXECUTIVE does not
execute the Second Agreement or revokes the Second Agreement, the Company shall
not be obligated to provide EXECUTIVE with any of the foregoing Severance
Benefits.  Unless otherwise defined herein, all capitalized terms set forth above
shall have the meaning set forth in the Employment Agreement.  POST-EMPLOYMENT RESTRICTIVE COVENANTS (as set
forth in Employment Agreement and Management Equity Award Agreements):  Non-competition:
  Two (2) years from Last Day of
  EmploymentNon-solicitation of clients and employees:
  Two (2) years from Last Day of
  EmploymentConfidential Information:
  No time limitIntellectual Property:
  No time limit  For the avoidance of doubt, the term affiliates in the
post-employment restrictive covenants in the Employment Agreement and your
Management Equity Award Agreements only include entities owned by The
Blackstone Group to the extent such entities are engaged in the same businesses
of Travelport Limited and its subsidiaries as of the Last Day of Employment.  11


EQUITY:  You will remain the owner of certain Class A-2 Interests, subject
to the terms of the applicable Management Equity Award Agreements (including
any amendments thereto), the TDS Investor (Cayman) L.P. Agreement of Limited
Partnership (as amended and/or restated from time to time), the TDS Investor
(Cayman) Interest Plan (as amended and/or restated from time to time), and any
other definitive documentation entered into by you and TDS Investor (Cayman)
L.P. regarding your Travelport equity.  TAX ISSUES:  As set forth in Section 11(g) of
the Employment Agreement, this Personal Statement of Termination Benefits is
intended to comply with the requirements of Section 409A of the Internal
Revenue Code (Section 409A) and regulations promulgated
thereunder.  To the extent that any provision in this agreement is
ambiguous as to its compliance with Section 409A, the provision shall be
read in such a manner so that all payments under this Agreement shall not be
subject to an excise tax under Section 409A. Notwithstanding anything
contained in the agreement to the contrary, if necessary to comply with the
restriction in Section 409A(a)(2)(B) of the Code concerning payments
to specified employees, any payment on account of your separation from
service that would otherwise be due hereunder within six months after such
separation shall nonetheless be delayed until no later than the first full pay
period following the first business day of the seventh month following your
separation from service.  In addition, notwithstanding anything contained
herein to the contrary, you shall not be considered to have terminated
employment with the Company for purposes of causing any amount due under this
agreement to be made unless you would be considered to have incurred a termination
of employment from the Company and its affiliates within the meaning of
Treasury Regulation §1.409A-1(h)(1)(ii). 
All amounts provided above will be subject to applicable taxes,
deductions and withholding.  12