Exhibit 10.37  SEVERANCE PROTECTION AGREEMENT  THIS
AGREEMENT made as of the 1st day of October 2007, by and between NMS
Communications Corporation (the Company) and Todd Donahue (the Executive).  WHEREAS,
the Board of Directors of the Company (the Board) recognizes that the
possibility of a Change in Control (as hereinafter defined) exists and that the
threat or the occurrence of a Change in Control may result in significant
distraction of the Companys key management personnel because of the uncertainties
inherent in such a situation;  WHEREAS,
the Compensation Committee of the Board has determined that it is essential and
in the best interest of the Company and its stockholders for the Company to
retain the services of the Executive in the event of a threat or occurrence of
a Change in Control and to ensure the Executives continued dedication and
efforts in such event without undue concern for the Executives personal
financial and employment security; and  WHEREAS,
in order to induce the Executive to remain in the employ of the Company,
particularly in the event of a threat or the occurrence of a Change in Control,
the Company desires to enter into this Agreement with the Executive to provide
the Executive with certain benefits in the event the Executives employment is
terminated as a result of, or in connection with, a Change in Control (as
hereinafter defined).  NOW,
THEREFORE, in consideration of the respective agreements of the parties
contained herein, it is agreed as follows:  1.             Term of Agreement.  This Agreement shall commence as of the date
first written above, and shall continue in effect until December 31, 2007
(the Term); provided, however,
that on December 31, 2007, and on each December 31 thereafter, the
Term shall automatically be extended for one (1) year unless either the
Executive or the Company shall have given written notice to the other at least
sixty (60) days prior thereto that the Term shall not be so extended; provided, further, however,that following the occurrence of
a Change in Control, the Term shall not expire prior to the expiration of
eighteen (18) months after such occurrence.  2.             Termination of Employment.  If, during the Term, the Executives
employment with the Company and with any Affiliates shall be terminated within
eighteen (18) months following a Change in Control, the Executive shall be
entitled to the following compensation and benefits:  (a)           If the Executives employment with
the Company shall be terminated (1) by the Company for Cause or Disability,
(2) by reason of the Executives death, or (3) by the Executive other
than for Good Reason, the Company shall pay to the Executive his Accrued
Compensation. The Executives entitlement to any other compensation or benefits
shall be determined in accordance with the Companys employee benefits plans
and other applicable programs and practices then in effect.


(b)           If the Executives employment with
the Company shall be terminated for any reason other than as specified in Section 2(a),
the Executive shall be entitled to the following:  (1)           the Company shall pay the Executive
all Accrued Compensation;  (2)           the Company shall pay the Executive
as severance pay and in lieu of any further compensation for periods subsequent
to the Termination Date, an amount equal to the sum of (i) the Executives
Base Amount and (ii) the Executives Bonus Amount.  (3)           for twelve (12) months after the
Termination Date, the Company shall at its expense continue on behalf of the
Executive and his dependents and beneficiaries the life insurance, disability,
medical, dental and hospitalization coverages and benefits provided to the
Executive immediately prior to the Change in Control or, if greater, the
coverages and benefits provided at any time thereafter.  The coverages and benefits (including
deductibles and costs) provided in this Section 2(b)(3) during the
Continuation Period shall be no less favorable to the Executive and his
dependents and beneficiaries, than the most favorable of such coverages and
benefits referred to above.  The
Companys obligation hereunder with respect to the foregoing coverages and
benefits shall be reduced to the extent that the Executive obtains any such
coverages and benefits pursuant to a subsequent employers benefit plans, in
which case the Company may reduce any of the coverages or benefits it is
required to provide the Executive hereunder so long as the aggregate coverages
and benefits of the combined benefit plans is no less favorable to the
Executive than the coverages and benefits required to be provided
hereunder.  This Section 2(b)(3) shall
not be interpreted so as to limit any benefits to which the Executive, his
dependents or beneficiaries may be entitled under any of the Companys employee
benefit plans, programs or practices following the Executives termination of
employment, including without limitation, retiree medical and life insurance
benefits;  (c)           If the Executives employment is terminated by the Company
without Cause prior to the date of a Change in Control but the Executive
reasonably demonstrates that such termination (A) was at the request of a
third party who has indicated an intention or taken steps reasonably calculated
to effect a Change in Control (a Third Party) and who effectuates a Change in
Control or (B) otherwise arose in connection with, or in anticipation of,
a Change in Control which has been threatened or proposed and which actually
occurs, such termination shall be deemed to have occurred after a Change in
Control, provided a Change in Control shall actually have occurred.   2


(d) Additional
Limitation.  (1)           Anything
in this Agreement to the contrary notwithstanding, in the event that any
compensation, payment or distribution by the Company or an Affiliate to or for
the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (the
Severance Payments), would be subject to the excise tax imposed by Section 4999
of the Code, the following provisions shall apply:  (A)          If
the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the
total of the Federal, state, and local income and employment taxes payable by
the Executive on the amount of the Severance Payments which are in excess of
the Threshold Amount, are greater than or equal to the Threshold Amount, the
Executive shall be entitled to the full benefits payable under this Agreement.  (B)           If
the Threshold Amount is less than (x) the Severance Payments, but greater
than (y) the Severance Payments reduced by the sum of (1) the Excise
Tax and (2) the total of the Federal, state, and local income and
employment taxes on the amount of the Severance Payments which are in excess of
the Threshold Amount, then the benefits payable under this Agreement shall be
reduced (but not below zero) to the extent necessary so that the maximum
Severance Payments shall not exceed the Threshold Amount.  To the extent that there is more than one
method of reducing the payments to bring them within the Threshold Amount, the
Executive shall determine which method shall be followed; provided that if the
Executive fails to make such determination within 45 days after the Company has
sent the Executive written notice of the need for such reduction, the Company
may determine the amount of such reduction in its sole discretion.  (2)           For the purposes of this Section 2(d),
Threshold Amount shall mean three times the Executives base amount within
the meaning of Section 280G(b)(3) of the Code and the regulations
promulgated thereunder less one dollar ($1.00); and Excise Tax shall mean the
excise tax imposed by Section 4999 of the Code, and any interest or
penalties incurred by the Executive with respect to such excise tax.  (3)           The determination as to which of the
alternative provisions of Section 2(d)(1) shall apply to the
Executive shall be made by a nationally recognized accounting firm selected by
the Company (the Accounting Firm), which shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days of
the Date of Termination, if applicable, or at such earlier time as is
reasonably requested by the Company or the Executive.  For purposes of determining which of the
alternative provisions of Section 2(d)(1) shall apply, the Executive
shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation applicable to individuals for the calendar year in
which the determination is to be made, and state and local income taxes at the
highest marginal rates of individual taxation in the state and locality of the
Executives residence on the Date of Termination, net of the maximum reduction
in federal income taxes which could be obtained from deduction of such state
and local taxes.  Any determination by
the Accounting Firm shall be binding upon the Company and the Executive.   3


(e)           The Executive shall not be required
to mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise and no such payment shall be offset or reduced by
the amount of any compensation or benefits provided to the Executive in any
subsequent employment except as provided in Section 2(b)(3).  (f)            The severance pay and benefits
provided for in this Section 2 shall be in lieu of any other severance pay
to which the Executive may be entitled under the Companys Severance Procedure
or any other plan, agreement or arrangement of the Company or any Affiliate.  (g)           The amounts provided for in Sections
2(a) and 2(b)(1) and (2) shall be paid in a single lum sum cash
payment within thirty (30) days after the Executive Termination Date (or
earlier, if required by applicable law).  (h)           Anything in this Agreement to the
contrary notwithstanding, if at the time of the Executives separation from
service within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended (the Code), the Executive is considered a specified employee
within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if
any payment or benefit that the Executive becomes entitled to under this
Agreement is considered deferred compensation subject to interest, penalties
and additional tax imposed pursuant to Section 409A(a) of the Code as
a result of the application of Section 409A(a)(2)(B)(i) of the Code,
then no such payment shall be payable or benefit shall be provided prior to the
date that is the earlier of (A) six months and one day after the Executives
separation from service, or (B) the Executives death, and the initial
payment or provision of benefit shall include a catch-up amount covering
amounts that would otherwise have been paid during the first six-month period
but for the application of this Section. 
The parties intend that this Agreement will be administered in
accordance with Section 409A of the Code. 
The parties agree that this Agreement may be amended, as reasonably
requested by either party, and as may be necessary to fully comply with Section 409A
of the Code and all related rules and regulations in order to preserve the
payments and benefits provided hereunder without additional cost to either
party.  3.             Notice of Termination.  Following a Change in Control, any intended
termination of the Executives employment by the Company shall be communicated
by a Notice of Termination from the Company to the Executive, and any intended
termination of the Executives employment by the Executive for Good Reason
shall be communicated by a Notice of Termination from the Executive to the
Company.  4.             Fees
and Expenses.The
Company shall pay all legal fees and related expenses (including the costs of
experts, evidence and counsel) incurred by the Executive as they become due as
a result of (a) the termination of the Executives employment by the
Company or by the Executive for Good Reason (including all such fees and
expenses, if any, incurred in contesting, defending or disputing the basis for
any such termination of employment), (b) the   4


Executives hearing
before the Board as contemplated in Section 15.5 of this Agreement or (c) the
Executive seeking to obtain or enforce any right or benefit provided by this
Agreement or by any other plan or arrangement maintained by the Company under
which the Executive is or may be entitled to receive benefits.  5.             Transfer
of Employment.  Notwithstanding any
other provision herein to the contrary, the Company shall cease to have any
further obligation or liability to the Executive under this Agreement if (a) the
Executives employment with the Company terminates as a result of the transfer
of his employment to any Affiliate, (b) this Agreement is assigned to such
other Affiliate, and (c) such other Affiliate expressly assumes and agrees
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no assignment had taken place.  Any Affiliate to which this Agreement is so
assigned shall be treated as the Company for all purposes of this Agreement
on or after the date as of which such assignment to the Affiliate, and the
Affiliates assumption and agreement to so perform this Agreement, becomes
effective.  6.             Stock Option Acceleration.  Upon any Change of Control, all stock options
previously granted by Company to Executive which are then unvested shall become
exercisable in full, notwithstanding the vesting schedule applicable to any
such stock options.  7.             Notice.  For the purposes of this Agreement, notices
and all other communications provided for in the Agreement (including any
Notice of Termination) shall be in writing, shall be signed by the Executive if
to the Company or by a duly authorized officer of the Company if to the
Executive, and shall be deemed to have been duly given when personally
delivered or sent by certified mail, return receipt requested, postage prepaid,
addressed to the respective addresses last given by each party to the other,
provided that all notices to the Company shall be directed to the attention of
the Board with a copy to the Secretary of the Company.  All notices and communications shall be
deemed to have been received on the date of delivery thereof or on the third
business day after the mailing thereof, except that notice of change of address
shall be effective only upon receipt.  8.             Nature of Rights.  The Executive shall have the status of a mere
unsecured creditor of the Company with respect to his right to receive any
payment under this Agreement.  This
Agreement shall constitute a mere promise by the Company to make payments in
the future of the benefits provided for herein. 
It is the intention of the parties hereto that the arrangements
reflected in this Agreement shall be treated as unfunded for tax purposes and,
if it should be determined that Title I of ERISA is applicable to this
Agreement, for purposes of Title I of ERISA. 
Except as provided in Section 2(f), nothing in this Agreement shall
prevent or limit the Executives continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Company or
any Affiliate and for which the Executive may qualify, nor shall anything
herein limit or reduce such rights as the Executive may have under any other
agreements with the Company or any Affiliate. 
Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan or program of the Company or any Affiliate
shall be payable in accordance with such plan or program, except as explicitly modified
by this Agreement.   5


9.             Settlement of Claims.  The Companys obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, defense, recoupment, or other right
which the Company may have against the Executive or others.  10.           Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and the Company.  No waiver by any party hereto at any time of
any breach by any other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.  No
agreement or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by any party which are not
expressly set forth in this Agreement.  11.           Successors; Binding Agreement.  (a)           This Agreement shall be binding upon
and shall inure to the benefit of the Company and its Successors and
Assigns.  The Company shall require its
Successors and Assigns to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to
perform it if no such succession or assignment had taken place.  (b)           Neither this Agreement nor any right
or interest hereunder shall be assignable or transferable by the Executive, his
beneficiaries or legal representatives, except by will or by the laws of
descent and distribution.  This Agreement
shall inure to the benefit of and be enforceable by the Executives legal
personal representative.  12.           Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of The Commonwealth of
Massachusetts without giving effect to the conflict of laws principles
thereof.  Any action brought by any party
to this Agreement shall be brought and maintained in a court of competent
jurisdiction in Middlesex or Suffolk Counties in The Commonwealth of
Massachusetts.  13.           Severability.  The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.  14.           Entire Agreement.  This Agreement constitutes the entire
agreement between the parties hereto, and supersedes all prior agreements, if
any, understandings and arrangements, oral or written, between the parties
hereto, with respect to the subject matter hereof.  15.           Definitions.  15.1.        Accrued Compensation.  For purposes of this Agreement, Accrued
Compensation shall mean all amounts of compensation for services rendered to
the Company   6


that have been earned or
accrued through the Termination Date but that have not been paid as of the
Termination Date including (a) base salary, (b) reimbursement for
reasonable and necessary business expenses incurred by the Executive on behalf
of the Company during the period ending on the Termination Date, (c) vacation
pay and (d) bonuses and incentive compensation; provided,
however,that Accrued Compensation shall not include any amounts
described in clause (a) or clause (d) that have been deferred
pursuant to any salary reduction or deferred compensation elections made by the
Executive.  15.2.           Affiliate.  For purposes of this Agreement, Affiliate
means any entity, directly or indirectly, controlled by, controlling or under
common control with the Company or any corporation or other entity acquiring,
directly or indirectly, all or substantially all the assets and business of the
Company, whether by operation of law or otherwise, including by a Change of
Control hereunder.  15.3.           Base Amount.  For purposes of this Agreement, Base Amount
shall mean the Executives annual base salary at the rate in effect as of the
date of a Change in Control or, if greater, at any time thereafter, determined
without regard to any salary reduction or deferred compensation elections made
by the Executive.  15.4.           Bonus Amount.  For purposes of this Agreement, Bonus
Amount shall mean the greater of (a) the target annual bonus payable to
the Executive under the Incentive Plan in respect of the fiscal year during
which the Termination Date occurs or (b) the highest annual bonus paid or
payable under the Incentive Plan in respect of any of the three full fiscal
years ended prior to the Termination Date or, if greater, the three (3) full
fiscal years ended prior to the Change in Control.  15.5.           Cause.  For purposes of this Agreement, a termination
of employment is for Cause if the Executive has been convicted of a felony or
the termination is evidenced by a resolution adopted in good faith by
two-thirds of the Board that the Executive:  (a)           intentionally and continually failed
substantially to perform his reasonably assigned duties with the Company (other
than a failure resulting from the Executives incapacity due to physical or
mental illness or from the assignment to the Executive of duties that would
constitute Good Reason) which failure continued for a period of at least thirty
(30) days after a written notice of demand for substantial performance, signed
by a duly authorized officer of the Company, has been delivered to the
Executive specifying the manner in which the Executive has failed substantially
to perform, or  (b)           intentionally engaged in conduct
which is demonstrably and materially injurious to the Company; provided, however, that no termination of the Executives
employment shall be for Cause as set forth in this Section 15.5(b) until
(1) there shall have been delivered to the Executive a copy of a written
notice, signed by a duly authorized officer of the Company, setting forth that
the Executive was guilty of the conduct set forth in this Section 15.5(b) and
specifying the particulars thereof in detail, and (2) the Executive shall
have been provided an opportunity to be heard in person by the Board (with the
assistance of the Executives counsel if the Executive so desires).   7


No
act, nor failure to act, on the Executives part, shall be considered
intentional unless the Executive has acted, or failed to act, with a lack of
good faith and with a lack of reasonable belief that the Executives action or
failure to act was in the best interest of the Company.  Notwithstanding anything contained in this
Agreement to the contrary, no failure to perform by the Executive after a
Notice of Termination is given to the Company by the Executive shall constitute
Cause for purposes of this Agreement.  15.6.            Change in Control.  A Change in Control shall mean the
occurrence during the term of the Agreement of:  (a)           the direct or indirect acquisition by
any person, entity or group acting in concert of more than 35% of the aggregate
voting power of the outstanding securities of the Company having the right to
vote at elections of directors;  (b)           a majority of the board of directors
of the Company ceasing to consist of individuals who are members of such board
on December 19, 1997 (the Incumbent Board); provided,
however, that if the election, or nomination for election by the
Companys shareholders, of any new director was approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for purposes of
this definition, be considered as a member of the Incumbent Board;  (c)           the disposition by the Company of
substantially all its business, other than in connection with a mere change of
place of incorporation or similar mere change in form; or  (d)           a complete liquidation or dissolution
of the Company;  provided, however, in determining whether a Change in Control has
occurred, voting securities which are acquired in a Non-Control Acquisition (as
hereinafter defined) shall not constitute an acquisition which would cause a
Change in Control. A Non-Control Acquisition shall mean an acquisition by (i) a
Company employee benefit plan (or a trust forming a part thereof) maintained (A) by
the Company or (B) by any corporation or other entity of which a majority
of its voting power is owned, directly or indirectly, by the Company (a
Subsidiary) or (ii) the Company or its Subsidiaries.  15.7.           Company.  For purposes of this Agreement, all
references to the Company shall include its Successors and Assigns.  15.8.           Disability.  For purposes of this Agreement, Disability
shall mean a physical or mental infirmity which impairs the Executives ability
to substantially perform his duties with the Company for six (6) consecutive
months, and within the time period set forth in a Notice of Termination given
to the Executive (which time period shall not be less than thirty (30) days),
the Executive shall not have returned to full-time performance of his duties; provided, however, that if the Companys long term
disability plan, or any successor plan (the Disability Plan), is then in
effect, the Executive shall not be deemed disabled for purposes of this   8


Agreement unless the
Executive is also eligible for Total Disability (as defined in the Disability
Plan) benefits (or similar benefits in the event of a successor plan) under the
Disability Plan.  15.9.           Good Reason. (a) 
For purposes of this Agreement, Good Reason shall mean the occurrence after a
Change in Control of any of the following events or conditions:  (1)           a change in the Executives status,
title, position or responsibilities (including reporting responsibilities)
which represents a material adverse change from his status, title, position or
responsibilities as in effect immediately prior thereto; the assignment to the
Executive of any duties or responsibilities which are inconsistent with his
status, title, position or responsibilities and which represent a material
adverse change thereto; or any removal of the Executive from or failure to
reappoint or reelect him to any of such offices or positions, except in
connection with the termination of his employment for Disability, Cause, as a
result of his death or by the Executive other than for Good Reason;  (2)           a material reduction in the
Executives annual base salary below the Base Amount;  (3)           the relocation of the offices of the
Company at which the Executive is principally employed to a location more than
twenty-five (25) miles from the location of such offices immediately prior
to the Change in Control, or the Companys requiring the Executive to be based
anywhere other than such offices, except to the extent the Executive was not
previously assigned to a principal location and except for required travel on
the Companys business to an extent substantially consistent with the
Executives business travel obligations at the time of the Change in Control;  (4)           the failure by the Company to pay to
the Executive any material portion of the Executives current compensation or
to pay to the Executive any material portion of an installment of deferred
compensation under any deferred compensation program of the Company in which
the Executive participated, within seven (7) days of the date such
compensation is due;  (5)           the failure by the Company to (A) continue
in effect (without reduction in benefit level, and/or reward opportunities) any
material compensation or employee benefit plan in which the Executive was
participating immediately prior to the Change in Control, unless a substitute
or replacement plan has been implemented which provides substantially identical
compensation or benefits to the Executive or (B) provide the Executive
with compensation and benefits, in the aggregate, at least equal (in terms of
benefit levels and/or reward opportunities) in all material respects to those
provided for under each other compensation or employee benefit plan, program
and practice in which the Executive was participating immediately prior to the
Change in Control;  (6)           the failure of the Company to obtain
from its Successors or Assigns the express assumption and agreement required
under Section 10 hereof; or   9


(7)           any purported termination of the
Executives employment by the Company which is not effected pursuant to a
Notice of Termination satisfying the terms set forth in the definition of
Notice of Termination (and, if applicable, the terms set forth in the
definition of Cause).  (b)           Any event or condition described in Section 15.9(a)(2) through
(8) which occurs prior to a Change in Control but which the Executive
reasonably demonstrates (A) was at the request of a Third Party or (B) otherwise
arose in connection with, or in anticipation of a Change in Control which has
been threatened or proposed and which actually occurs, shall constitute Good
Reason for purposes of this Agreement notwithstanding that it occurred prior to
a Change in Control.  15.10.         Incentive Plan.  For purposes of this Agreement, Incentive
Plan shall mean the annual executive incentive plan, maintained by the
Company.  15.11.         Notice of Termination.  For purposes of this Agreement, following a
Change in Control, Notice of Termination shall mean a written notice of
termination of the Executives employment, signed by the Executive if to the
Company or by a duly authorized officer of the Company if to the Executive,
which indicates the specific termination provision in this Agreement, if any,
relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executives
employment under the provision so indicated.  15.12.         Successors and Assigns.  For purposes of this Agreement, Successors
and Assigns shall mean, with respect to the Company, a corporation or other
entity acquiring all or substantially all the assets and business of the
Company, as the case may be (including a Change of Control under this
Agreement), whether by operation of law or otherwise.  15.13.         Termination Date.  For purposes of this Agreement, Termination
Date shall mean (a) in the case of the Executives death, his date of
death, (b) if the Executives employment is terminated for Disability,
thirty (30) days after Notice of Termination is given (provided that the
Executive shall not have returned to the performance of his duties on a
full-time basis during such thirty (30) day period) and (c) if the
Executives employment is terminated for any other reason, the date specified
in the Notice of Termination (which, in the case of a termination for Cause
shall not be less than thirty (30) days, and in the case of a termination for
Good Reason shall not be more than sixty (60) days, from the date such Notice
of Termination is given); provided, however,
that if within thirty (30) days after any Notice of Termination is given the
party receiving such Notice of Termination in good faith notifies the other
party that a dispute exists concerning the basis for the termination, the
Termination Date shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, or by the final judgment,
order or decree of a court of competent jurisdiction (the time for appeal
therefrom having expired and no appeal having been taken).  Notwithstanding the pendency of any such
dispute, the Company shall continue to pay the Executive his Base Amount and
continue the Executive as a participant in all compensation, incentive, bonus,
pension, profit sharing, medical, hospitalization, dental, life insurance and
disability benefit plans in which he was participating when the notice giving
rise to the dispute was given, until the dispute is finally resolved in   10


accordance with this Section whether
or not the dispute is resolved in favor of the Company, and the Executive shall
not be obligated to repay to the Company any amounts paid or benefits provided
pursuant to this sentence.  IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officers and the Executive has executed this Agreement as of
the day and year first above written.  NMS
  Communications CorporationBy:
  /s/ Robert P. SchechterRobert
  P. SchechterATTEST:
  
  
  Chairman,
  President and CEO/s/ Dianne CallanSecretary/s/ Todd DonahueTodd
  Donahue EXECUTIVE   11