exv10wcwiv






Exhibit 10.c(iv)




December 4, 2007




Mr. John G.
Sznewajs

 [Address]



Dear John:




     Our Company’s Board of Directors has adopted a plan whereby supplemental retirement
and other benefits, in addition to those provided under the Company’s pension and other
benefit plans, will be made available to those Company and subsidiary executives as may be
designated from time to time by the Company’s Chief Executive Officer. The plan providing
such benefits, as originally made available to designated executives in 1987 and as
subsequently amended from time to time heretofore or in the future, is referred to in this
letter as the “Plan”. I am pleased to inform you that I have designated you as a
participant in the Plan, and this Agreement describes in full your benefits pursuant to the
Plan and all of the Company’s obligations to you, and yours to the Company with respect to
the Plan. These benefits as described below are contractual obligations of the Company.



     For the purposes of this Agreement, words and terms are defined as follows:




     a. “Average Compensation” shall mean the aggregate of your highest three
years’ total annual cash compensation paid to you by the Company, consisting of
(i) base salaries and (ii) regular year-end cash bonuses paid with
respect to the years in which such salaries are paid (the bonus with respect to any
such year, however, only to be included in an amount not in excess of  60% of the
base salary in effect at the end of such year), divided by three, provided,
however, (x) if any portion of a bonus is excluded by the parenthetical contained
in clause (ii) above, the total amount excluded will be added to one or
both of the other two years included in the calculation as long as the amount so
added does not result in a bonus with respect to any year exceeding 60% of the base
salary in effect at the end of that year, and (y) if you have on the date of
determination less than three full years of employment the foregoing calculation,
including any adjustment required by clause (x) above, shall be based on the
average base salaries and regular year-end cash bonuses paid to you while so
employed.




     b. A “Change in Control” shall be deemed to have occurred if, during any period
of twenty-four consecutive calendar months, the individuals who at the beginning of
such period constitute the Company’s Board of Directors, and any new directors
(other than Excluded Directors) whose election by such Board or nomination for
election by stockholders was approved by a vote of at least two-thirds of the
members of such Board who were either directors on such Board at the beginning of
the period or whose election or nomination for election as directors was previously
so approved, for any reason cease to constitute at least a majority of the members
thereof. Excluded Directors are directors whose election by the Board or approval by
the Board for stockholder election occurred within one year after any “person” or
“group of persons” as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 commencing a tender offer for, or becoming the
beneficial owner of, voting securities representing 25 percent or more of the
combined voting power of all outstanding voting securities of the Company, other
than pursuant to a tender offer approved by the Board prior to its commencement or
pursuant to stock acquisitions approved by the Board prior to their representing 25
percent or more of such combined voting power.



 









 






     c. “Code” means the Internal Revenue Code of 1986, as amended.




     d. “Company” shall mean Masco Corporation or any corporation in which Masco
Corporation owns directly or indirectly stock possessing in excess of 50% of the
total combined voting power of all classes of stock.




     e. The “Deferred Compensation Trust” shall mean any trust created by
the Company to receive the deposit referred to in clause (2) of paragraph
10.




     f. “Disability” and “Disabled” shall mean your being unable to
perform your duties as a Company executive by reason of your physical or mental
condition, prior to your attaining age 65, provided that you have been employed
by the Company for two consecutive Years or more at the time you first became
Disabled.




     g. The “Gross-Up Amount” (i) shall be determined if any payment or
distribution by the Company to or for your benefit, whether paid, distributed,
payable or distributed or distributable pursuant to the terms of this Agreement,
any stock option or stock award plan, retirement plan or otherwise (such payment or
distribution, other than an Excise Tax Adjustment Payment under clause (ii), is
referred to herein as a “Payment”), would be subject to the excise tax imposed by
Section 4999 of the Code (or any successor provision) or any interest or penalties
with respect to such excise tax (such excise tax together with any such interest or
penalties are referred to herein as the “Excise Tax”), and (ii) shall
mean an additional payment (the “Excise Tax Adjustment Payment”) in an amount such
that after subtracting from the Excise Tax Adjustment Payment your payment of all
applicable Federal, state and local taxes (computed at the maximum marginal rates
and including any interest or penalties imposed with respect to such taxes),
including any Excise Tax imposed upon the Excise Tax Adjustment Payment, the
balance will be equal to the Excise Tax imposed upon the Payments. All
determinations required to be made with respect to the “Gross-Up Amount”, including
whether an Excise Tax Adjustment Payment is required and the amount of such Excise
Tax Adjustment Payment, shall be made by PricewaterhouseCoopers LLP, or such
national accounting firm as the Company may designate prior to a Change in Control,
which shall provide detailed supporting calculations to the Company and you. Except
as provided in clause (iv) of paragraph 10, all such determinations shall be
binding upon you and the Company.




     h. “PBGC” shall mean the Pension Benefit Guaranty Corporation.




     i. “Present Value” of future benefits means the discounted present
value of those benefits (including therein the benefits, if any, your Surviving
Spouse would be entitled to receive under this Agreement upon your death), using
the UP-1984 Mortality Table and discounted by the interest rate used, for purposes
of determining the present value of a lump sum distribution on plan termination, by
the PBGC on the first day of the month which is (i) four months prior to the month
in which a Change in Control occurs or (ii) the month in which your
death occurs if the Present Value is to be calculated under the proviso in the last
sentence of paragraph 4(or if the PBGC has ceased publishing such interest rate,
such other interest rate as the Board of Directors deems is an appropriate
substitute). The above PBGC interest rate is intended to be determined based on
PBGC methodology and regulations in effect on September 1, 1993 (as contained in 29
CFR Part 2619).



 









 






     j. “Profit Sharing Conversion Factor” shall be a factor equal to the present
value of a life annuity payable at the later of age 65 or attained age based on
the 1983 Group Annuity Mortality Table using a blend of 50% of the male mortality
rates and 50% of the female mortality rates as set forth in Revenue Ruling 95-6
(or such other mortality table that the Internal Revenue Service may prescribe in
the future) and an interest rate equal to the average yield for 30-year Treasury
Constant Maturities, as reported in Federal Reserve Statistical Releases G.13 and
H.15, four months prior to the month of the date of determination (or, if such
interest rate ceases to be so reported, such other interest rate as the Board of
Directors deems is an appropriate substitute).




     k. “Retirement” shall mean your termination of employment with the
Company, on or after you attain age 65. Your acting as a consultant shall not be
considered employment.




     l. “SERP Percentage” of your Average Compensation is 60% if at the
date of determination you have completed 15 or more Years of Service, and decreases
by increments of four percentage points for each Year or portion thereof less than
15 that you have accumulated at the date of determination. The minimum SERP
Percentage is 20% after five Years of Service; prior to completing five Years of
Service the SERP Percentage is 0.




     m. “Surviving Spouse” shall be the person to whom you shall be legally married
(under the law of the jurisdiction of your permanent residence) at the date of (i)
your Retirement or death after attaining age 65 (if death terminated employment
with the Company) for the purposes of paragraphs 1, 2 and 3, (ii) your death for the
purposes of paragraph 5 and, if paragraph 5 is applicable, for the purposes of
paragraph 3, (iii) the commencement of your Disability for the purposes of
paragraphs 6 and 7 and, as long as paragraphs 6 or 7 are applicable, for the
purposes of paragraph 3, (iv) your termination of employment for the purposes of
paragraph 4 and, if paragraph 4 is applicable, for purposes of paragraph 3 and (v)
a “Change in Control” for the purposes of paragraph 10 if none of clauses (i)
through (iv) has become applicable prior to the Change in Control and, if this
clause (v) is applicable, for purposes of paragraph 3. For the purposes of
paragraphs 11a, 11e, 11f, 11g, 11h, 11i and 11j, “Surviving Spouse” shall be any
spouse entitled to any benefits hereunder.




     n. If you become Disabled, “Total Compensation” shall mean 160% of your
annual base salary rate at the time of your Disability.




     o. “Vested Percentage” shall mean the sum of the following percentages: (i) 2%
multiplied by your Years of Service, plus (ii) 8% multiplied by the
number of Years,  while an employee of the Company, you have been designated a
participant in the Plan; provided, however, (w) prior to completing five Years of
Service the Vested Percentage is 0,(x) on your fiftieth birthday your Vested
Percentage may not exceed 50%, (y) on or prior to each of your birthdays following
your fiftieth birthday your Vested Percentage may not exceed the sum of 50% plus
the product obtained by multiplying 10% by the number of birthdays that have
occurred following your fiftieth birthday, and (z) your Vested Percentage in no
event may exceed 100%.




     p. “Year” shall mean twelve full consecutive months, and “year” shall mean
a calendar year.



 









 






     q. “Years of Service” shall mean the number of Years during which you were
employed by the Company (excluding, however, Years of Service with a corporation
prior to the time it became a subsidiary of or otherwise affiliated with Masco
Corporation).



     1. In accordance with the Plan, upon your Retirement the Company will pay you annually
during your lifetime, subject to paragraph 8 below, the SERP Percentage of your Average
Compensation, less: (i) a sum equal to the annual benefit which would be payable to you
upon your Retirement if benefits payable to you under the Company funded qualified pension
plans and the defined benefit (pension) plan provisions of the Company’s Retirement
Benefits Restoration Plan and any similar plan were converted to a life annuity, or if you
are married when you retire, to a 50% joint and spouse survivor life annuity, (ii) a sum
equal to the annual benefit which would be payable to you upon Retirement if your vested
accounts in the Company’s qualified defined contribution plans (excluding your
contributions and earnings thereon in the Company’s 401(k) Savings Plan) and the defined
contribution (profit sharing) provisions of the Company’s Retirement Benefits Restoration
Plan and any similar plan were converted to a life annuity in accordance with the Profit
Sharing Conversion Factor, and (iii) unless you have at least 25 Years of Service, any
retirement benefits paid or payable to you by reason of employment by all other employers
(the amount of such deduction, in the case of benefits paid or payable other than on an
annual basis, to be determined on an annualized basis by the Committee referred to in
paragraph 11 and excluding from such deduction any portion thereof, and earnings thereon, determined
by such Committee to have been contributed by you rather than such other
employers), provided, however, in all cases the amount offset pursuant to
these subsections (i), (ii) and (iii) shall be determined prior to the effect of any
payments from the plans and trusts referred to therein which are authorized pursuant to any
Qualified Domestic Relations Order under ERISA, or other comparable order allocating
marital or other rights under state law as applied to retirement benefits from
non-qualified plans.



     2. Upon your death after Retirement or while employed by the Company after attaining
age 65, your Surviving Spouse shall receive for life 75% of the annual benefit pursuant to
paragraph 1 of this Agreement which was payable to you prior to your death (or, if death
terminated employment after attaining age 65, which would have been payable to you had your
Retirement occurred immediately prior to your death).



     3. The Company will provide, purchase or at its option provide reimbursement for
premiums paid for such supplemental medical insurance as the Company in its sole discretion
may deem advisable from time to time (i) for you and your Surviving Spouse for the lifetime
of each of you (A) following a termination of your employment with the Company due to
Retirement or Disability, and (B) following any other termination of employment with the
Company provided (x) you and your Surviving Spouse are not covered by another medical
insurance program substantially all of the cost of which is paid by another employer, (y)
on the date of such termination your Vested Percentage is not less than 80% and (z) the
benefits under this paragraph 3 shall not commence until you have attained age 60 or your
earlier death to the extent you die leaving a Surviving Spouse, and (ii) for your Surviving
Spouse for his or her lifetime upon a termination of your employment with the Company due
to your death.



     4. If your employment with the Company is for any reason terminated prior to
Retirement, other than as a result of circumstances described in paragraphs 2, 5 or 6 of
this Agreement or following a Change in Control, and if prior to the date of termination
you have completed 5 or more Years of Service, upon your attaining age 65 the Company
will pay to you annually during your lifetime, subject to paragraph 8 below, the Vested
Percentage of the result obtained by (1) multiplying your SERP Percentage at
the date your employment terminated by your Average



 









 




Compensation, less (2) the sum of the following: (i) a sum equal to the annual benefit
which would be payable to you upon your attaining age 65 if benefits payable to you under
the Company funded qualified pension plans and the defined benefit (pension) plan
provisions of the Company’s Retirement Benefits Restoration Plan and any similar plan were
converted to a life annuity, or if you are married when you attain age 65, to a 50% joint
and spouse survivor life annuity, (ii) a sum equal to the annual benefit which would be
payable to you upon your attaining age 65 if an amount equal to your vested accounts at the
date of your termination of employment with the Company in the Company’s qualified defined
contribution plans (excluding your contributions and earnings thereon in the Company’s
401(k) Savings Plan) and the defined contribution (profit sharing) provisions of the
Company’s Retirement Benefits Restoration Plan and any similar plan (in each case increased
from the date of termination to age 65 at the imputed rate of 4% per annum) were converted
to a life annuity in accordance with the Profit Sharing Conversion Factor, and (iii) to the
extent the annual payments described in this clause (iii) and the annual payments you would
otherwise be entitled to receive under this paragraph 4 would, in the aggregate exceed (the
“excess amount”) the annual payments you would have received under paragraph 1 had you
remained employed by the Company until Retirement (with your SERP Percentage determined as
though you were given credit for additional Years of Service until age 65 but no
compensation increases), any retirement benefits paid or payable to you by reason of
employment by all other previous or future employers, but only to the extent of such excess
amount (the amount of such deduction, in the case of benefits paid or payable other than on
an annual basis, to be determined on an annualized basis by the Committee referred to in
paragraph 11 and excluding from such deduction any portion thereof, and earnings thereon,
determined by such Committee to have been contributed by you rather than your prior or
future employers), provided, however, in all cases the amount offset
pursuant to these subsections (i),(ii) and (iii) shall be determined prior to the effect of
any payments from the plans and trusts referred to therein which are authorized pursuant to
any Qualified Domestic Relations Order under ERISA, or other comparable order allocating
marital or other rights under state law as applied to retirement benefits from
non-qualified plans. Upon your death on or after age 65 should you be survived by your
Surviving Spouse, your Surviving Spouse shall receive for life, commencing upon the date of
your death, 75% of the annual benefit payable to you under the preceding sentence following
your attainment of age 65; provided, further, if your death should occur
prior to age 65, your Surviving Spouse shall receive for life, commencing upon the date of
your death, 75% of the annual benefit which would have been payable to you under the
preceding sentence following your attainment of age 65, reduced by a factor of actuarial
equivalence as determined by the Committee, such that the Present Value of the aggregate
payments to be received by your Surviving Spouse based on his or her life expectancy as of
the date of your death is equal to the Present Value, determined at the date of your death,
of the aggregate payments estimated to be received by your Surviving Spouse based on his or
her life expectancy at an age, and as if your Surviving Spouse had begun receiving
payments, when you would have attained age 65.




     5. If while employed by the Company you die prior to your attaining age 65 leaving a
Surviving Spouse, and provided you shall have been employed by the Company for two
consecutive Years or more, your Surviving Spouse shall receive annually for life, subject
to paragraph 8 below, 75% of the SERP Percentage of your Average Compensation (with your
SERP Percentage determined as though you were given credit for additional Years of Service
but no compensation increases between the date of your death and the date you would have
attained age 65), less: (i) a sum equal to the annual benefit which would be payable to
your Surviving Spouse under the Company funded qualified pension plans and the defined
benefit (pension) plan provisions of the Company’s Retirement Benefits Restoration Plan and
any similar plan if such benefit were converted to a life annuity (such deduction,
however, only to commence on the date such benefit is first payable), (ii) a sum
equal to the annual payments which would be received by



 









 




your Surviving Spouse as if your spouse were designated as the beneficiary of your vested
accounts in the Company’s qualified defined contribution plans (excluding your
contributions and earnings thereon in the Company’s 401(k) Savings Plan) and the defined
contribution (profit sharing) provisions of the Company’s Retirement Benefits Restoration
Plan and any similar plan and such accounts were converted to a life annuity at the time of
your death in accordance with the Profit Sharing Conversion Factor, and (iii)
unless you have at least 25 Years of Service, any retirement benefits paid or payable
to you or your Surviving Spouse by reason of your employment by all other employers (the
amount of such deduction, in the case of benefits paid or payable other than on an annual
basis, to be determined on an annualized basis by the Committee referred to in paragraph 11
and excluding from such deduction any portion thereof, and earnings thereon, determined by
such Committee to have been contributed by you rather than such other employers),
provided, however, in all cases the amount offset pursuant to
these subsections (i),(ii) and (iii) shall be determined prior to the effect of any
payments from the plans and trusts referred to therein which are authorized pursuant to any
Qualified Domestic Relations Order under ERISA, or other comparable order allocating
marital or other rights under state law as applied to retirement benefits from
non-qualified plans. No death benefits are payable except to your Surviving Spouse.




     6. If you shall have been employed by the Company for two Years or more and while
employed by the Company you become Disabled prior to your attaining age 65, until the
earlier of your death, termination of Disability or attaining age 65 the Company will pay
you an annual benefit, subject to paragraph 8 below, equal to 60% of your Total
Compensation less any benefits payable to you pursuant to long-term disability insurance
under programs provided by the Company. If your Disability continues until you attain age
65, you shall be considered retired and you shall receive retirement benefits pursuant to
paragraph 1 above, based upon your Average Compensation as of the date it is determined you
became Disabled and with your SERP Percentage given credit for Years of Service while you
were Disabled.



     7. If you die leaving a Surviving Spouse while receiving Disability benefits pursuant
to paragraph 6 of this Agreement, you will be deemed to have retired on your death and your
Surviving Spouse shall receive for life 75% of the annual benefit which would have been
payable to you if you had retired on the date of your death and your benefit determined
pursuant to paragraph 1, based upon your Average Compensation as of the date you became
Disabled and with your SERP Percentage given credit for Years of Service from the date you
became Disabled to the date you would have attained age 65.



     8. If the age of your Surviving Spouse is more than 20 years younger than your age,
then the annual benefit payable under paragraphs 1, 4, 5 and 6 of this Agreement and the
benefit payable as “the SERP Percentage of your Average Compensation”, as that phrase is
used in paragraph 5 of this Agreement, shall be reduced by the percentage obtained by
multiplying 1.5% times the number of Years or portion thereof by which your Surviving
Spouse is more than 20 years younger than you.



     9. If you or your Surviving Spouse is eligible to receive benefits hereunder, unless
otherwise specifically agreed by the Company in writing, you and your Surviving Spouse will
not be able to receive benefits under any other Company sponsored non-qualified retirement
plans other than the Company’s Retirement Benefits Restoration Plan. For this purpose
benefits received under the Company’s non-qualified stock option or stock award plans will
not be considered to have been received under a Company sponsored non-qualified retirement
plan even though such benefits are received after retirement. Except as provided in
Paragraph 3, the last sentence of paragraph 4 and in paragraph 10 of this
Agreement, no benefits will be paid to your Surviving Spouse pursuant to this Agreement
unless upon your death you were employed by the Company, Disabled or had taken



 









 




Retirement from the Company.




     10. Change in Control. (i) Immediately upon the occurrence of any Change in Control:




     (1) If you are then employed by the Company, (i) your SERP Percentage, if not
already 60%, shall be deemed for all purposes of this Agreement to be the lesser of
60% or the percentage resulting by adding to your SERP Percentage immediately prior
thereto the product obtained by multiplying 4% by the number of Years which would
then have to elapse prior to your attainment of age 65, and (ii) your Vested
Percentage, if not already 100%, shall be deemed for all purposes of this Agreement
to be 100%.




     (2) If the Deferred Compensation Trust has theretofore been established or
is established within thirty days after the Change in Control, the Company shall
forthwith deposit to an account in your name (or that of your Surviving Spouse
if you are then deceased and your Surviving Spouse is entitled to benefits
hereunder) in the Deferred Compensation Trust 110% of the sum of the Gross-Up
Amount plus:




     (A) If you are then employed by the Company, an amount equal to the
discounted Present Value of the benefits which would have been payable under
paragraphs 1 and 2 of this Agreement upon Retirement at age 65 or attained
age if greater, assuming for purposes of this clause, no compensation
increases and that if younger than age 65 you and your Surviving Spouse had
attained such age;




     (B) If employment has previously been terminated but you or your
Surviving Spouse is then entitled in the future to receive benefits under
paragraph 4 of this Agreement, an amount equal to the discounted Present
Value of the benefits which would have been payable under such paragraph;




     (C) If you or your Surviving Spouse is then receiving payments under
paragraphs 1, 2, 4, 5 or 7 of this Agreement, an amount equal to the Present
Value of those benefits payable in the future to you and your Surviving
Spouse; and




     (D) If you are then receiving payments under paragraph 6 of this
Agreement, an amount equal to the Present Value of the benefits which would
have been payable under paragraphs 6 and 7 on the assumption you would have
continued to receive benefits under paragraph 6 until you had attained age
65 and thereafter continued to receive benefits as though you were deemed to
have retired.




(3) The Company shall thereafter be obligated to provide such supplemental
medical insurance as has theretofore in the discretion of the Company been
generally provided to participants and their Surviving Spouses under the Plan (A)
to you and your Surviving Spouse if you or your Surviving Spouse is then receiving
benefits under paragraph 3, (B) to you and your Surviving Spouse if you become
Disabled if you are employed by the Company at the time of the Change in Control,
(C) to your Surviving Spouse upon your death if you are employed by the Company at
the time of the Change in Control and (D) to you and your Surviving Spouse upon any
termination of employment following any Change in Control but only during the
periods when you and your Surviving Spouse are not covered by another medical
insurance program substantially all of the cost of which is paid by another
employer. The obligations of the Company under this clause (i)(3) shall remain in
effect for the lifetime of both you and your Surviving Spouse.



 









 






(4) If the Deferred Compensation Trust is not established prior to or
within thirty days after the Change in Control, all payments which would have
otherwise have been made to you or your Surviving Spouse from the Deferred
Compensation Trust shall immediately after such thirty day period be made to you or
your Surviving Spouse by the Company.



     (ii) Any deposit by the Company to an account in your name or that of your Surviving
Spouse in the Deferred Compensation Trust prior to the occurrence of the Change in Control,
together with all income then accrued thereon (but only to the extent of the value of such
deposited amount and the income accrued thereon on the day of any deposit under clause
(i)(2) of this paragraph 10), shall reduce by an equal amount the obligations of the
Company to make the deposit required under clause (i)(2) of this paragraph 10.



     (iii) At or prior to making the deposit required by clause (i)(2) of this paragraph
10, the Company shall deliver to the Trustee under the Deferred Compensation Trust a
certificate specifying that portion, if any, of the amount in the trust account, after
giving effect to the deposit, which is represented by the Gross-Up Amount. Payment of 90.91% of the
amount required by clause (i)(2) of this paragraph 10 to be paid to
the trust account, together with any income accrued thereon from the date of the Change in
Control, is to be made to you or your Surviving Spouse, as applicable, under the terms of
the Deferred Compensation Trust, at the earlier of (1) immediately upon a Change in Control
if you then are deceased or have attained age 65 or are Disabled, (2) your death subsequent
to the Change in Control, or (3) the date which is one year after the Change in Control;
provided, however, that the Trustee under the Deferred Compensation Trust
is required promptly to pay to you or your Surviving Spouse, as applicable, from the trust
account from time to time amounts, not exceeding in the aggregate the Gross-Up Amount, upon
your or your Surviving Spouse’s certification to the Trustee that the amount to be paid has
been or within 60 days will be paid by you or your Surviving Spouse to a Federal, state or
local taxing authority as a result of the Change in Control and the imposition of the
excise tax under Section 4999 of the Code (or any successor provision) on the receipt of
any portion of the Gross-Up Amount. All amounts in excess of the amount required to be paid
from the trust account by the preceding sentence, after all expenses of the Deferred
Compensation Trust have been paid, shall revert to the Company provided that the Company
has theretofore expressly affirmed its continuing obligations under clause (i)(3) of this
Paragraph 10.


     (iv) Subject to the next sentence of this clause (iv), the payment of the Gross-Up
Amount to you or your Surviving Spouse or the account in your or your Surviving Spouse’s
name in the Deferred Compensation Trust will thereby discharge the Company from any
obligations it may have under any present or future stock option or stock award plan,
retirement plan or otherwise, to make any other payment as a result of your income becoming
subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)
or any interest or penalties with respect to such excise tax. As a result of the uncertainty
which will be present in the application of Section 4999 of the Code (or any successor
provision) at the time of the determination of the Gross-Up Amount and the possibility that
between the date of determination of the Gross-Up Amount and the dates payments are to be
made to you or your Surviving Spouse under this Agreement, changes in applicable tax laws
will result in an incorrect determination of the Gross-Up Amount having been made, it is
possible that (1) payment of a portion of the Gross-Up Amount will not have been
made by the Company which should have been made (an “Underpayment”), or (2) payment of a
portion of the Gross-Up Amount will have been made which should not have been made (an
“Overpayment”), consistent with the calculations required to be made hereunder. In the event
of an Underpayment, such Underpayment shall be promptly paid by the Company to or for your
benefit. In the event that you or your Surviving Spouse discover that an Overpayment shall
have occurred, the amount thereof shall be promptly repaid by you or your Surviving Spouse
to the Company.



 









 





     (v) Prior to the occurrence of a Change in Control, any deposits made by the Company
to an account in the Deferred Compensation Trust may be withdrawn by the Company. Upon the
occurrence of a Change in Control, all further obligations of the Company under this
Agreement (other than under this Paragraph 10 to the extent not theretofore performed)
shall terminate in all respects.



     11. We also agree upon the following:




     a. Prior to the occurrence of a Change in Control, the Organization and
Compensation Committee of the Company’s Board of Directors, or any other committee
however titled which shall be vested with authority with respect to the compensation
of the Company’s officers and executives (in either case, the “Committee”), shall
have the exclusive authority to make all determinations which may be necessary in
connection with this Agreement including the dates of and whether you are or
continue to be Disabled, the amount of annual benefits payable hereunder by reason
of offsets hereunder due to employment by other employers, the interpretation of
this Agreement, and all other matters or disputes arising under this Agreement. The
determinations and findings of the Committee shall be conclusive and binding,
without appeal, upon both of us.




     b. You will not during your employment or Disability, and after Retirement or
the termination of your employment, for any reason disclose or make use of for your
own or another person’s benefit under any circumstances any of the Company’s
Proprietary Information. Proprietary Information shall include trade secrets, secret
processes, information concerning products, developments, manufacturing techniques,
new product or marketing plans, inventions, research and development information or
results, sales, pricing and financial data, information relating to the management,
operations or planning of the Company and any other information treated as
confidential or proprietary.




     c. You agree that you will not following your termination of employment for any
reason (whether on Retirement, Disability or termination prior to attaining age 65)
thereafter directly or indirectly engage in any business activities, whether as a
consultant, advisor or otherwise, in which the Company is engaged in any geographic
area in which the products or services of the Company have been sold, distributed or
provided during the five year period prior to the date of your termination of
employment. In light of ongoing payments to be received by you and your Surviving
Spouse for your respective lives, the restrictions contained in the preceding
sentence shall be unlimited in duration provided no Change in Control has occurred
and, in the event of a Change in Control, all such restrictions shall terminate one
year thereafter.




     In addition to the foregoing and provided no Change in Control has
occurred, if while you or your Surviving Spouse is receiving retirement or other
benefits pursuant to this Agreement, in the judgment of the Committee you or your
Surviving Spouse directly or indirectly engage in activity or act in a manner which
can be considered adverse to the interest of the Company or any of its direct or
indirect subsidiaries or affiliated companies, the Committee may terminate rights to
any further benefits hereunder.




     d. Except as may be provided to the contrary in a duly authorized written
agreement between you and the Company you acknowledge that the Company has made no
commitments to you of any kind with respect to the continuation of your employment,
which we expressly agree is an employment at will, and you or the Company shall have
the



 









 







unrestricted right to terminate your employment with or without cause, at any
time in your or its discretion.




     e. At the Company’s request, expressed through a Company officer, you agree
to provide such information with respect to matters which may arise in connection
with this Agreement as may be deemed necessary by the Company or the Committee,
including for example only and not in limitation, information concerning benefits
payable to you from third parties, and you further agree to submit to such medical
examinations by duly licensed physicians as may be requested by the Company from
time to time. You also agree to direct third parties to provide such information,
and your Surviving Spouse’s cooperation in providing such information is a
condition to the receipt of survivor’s benefits under this Agreement.




     f. To the extent permitted by law, no interest in this Agreement or benefits
payable to you or to your Surviving Spouse shall be subject to anticipation, or to
pledge, assignment, sale or transfer in any manner nor shall you or your
Surviving Spouse have the power in any manner to charge or encumber such interest
or benefits, nor shall such interest or benefits be liable or subject in any manner
for the liabilities of you or your Surviving Spouse’s debts, contracts, torts or
other engagements of any kind.




     g. No person other than you and your Surviving Spouse shall have any rights or
property interest of any kind whatsoever pursuant to this Agreement,
and neither you nor your Surviving Spouse shall have any rights hereunder other
than those expressly provided in this Agreement. Upon the death of you and your
Surviving Spouse no further benefits of whatsoever kind or nature shall accrue or
be payable pursuant to this Agreement.




     h. All benefits payable pursuant to this Agreement, other than pursuant to
paragraph 10, shall be paid in installments of one-twelfth of the annual benefit,
or at such shorter intervals as may be deemed advisable by the Company in its
discretion, upon receipt of your or your Surviving Spouse’s written application,
or by the applicant’s personal representative in the event of any legal
disability.




     i. Except as provided in paragraph 10, all benefits under this
Agreement shall be payable from the Company’s general assets, which assets
(including all funds in the Deferred Compensation Trust) are subject to the claims
of the Company’s general creditors, and are not set aside for your or your
Surviving Spouse’s benefit.




     j. You agree that, if the Company establishes the Deferred
Compensation Trust, the Company is entitled at any time prior to a Change in
Control to revoke such trust and withdraw all funds theretofore deposited in such
trust. You acknowledge that although this Agreement refers from time to time to
your or your Surviving Spouse’s trust account, no separate trust will be created
and all assets of any Deferred Compensation Trust will be commingled.




     k. This Agreement shall be governed by the laws of the State of Michigan.



     12. We have agreed that the determinations of the Committee described in paragraph
11a shall be conclusive as provided in such paragraph, but if for any reason a claim is
asserted which subverts the provisions of paragraph 11a, we agree that, except for causes
of action which may arise under paragraph 11b and the first paragraph of paragraph 11c and
provided no Change in Control has occurred, arbitration shall be the sole and exclusive
remedy to resolve all disputes,



 









 







claims or controversies which could be the subject of litigation (hereafter referred
to as “dispute”) involving or arising out of this Agreement. It is our mutual intention
that the arbitration award will be final and binding and that a judgment on the award may
be entered in any court of competent jurisdiction and enforcement may be had according to
its terms.



     The arbitrator shall be chosen in accordance with the commercial arbitration rules of
the American Arbitration Association and the expenses of the arbitration shall be borne
equally by the parties to the dispute. The place of the arbitration shall be the principal
offices of the American Arbitration Association in the metropolitan Detroit area.



     The arbitrator’s sole authority shall be to apply the clauses of this Agreement.



     We agree that the provisions of this paragraph 12, and the decision of
the arbitrator with respect to any dispute, with only the exceptions provided in the first
paragraph of this paragraph 12, shall be the sole and exclusive remedy for any alleged
cause of action in any manner based upon or arising out of this Agreement. Subject to the
foregoing exceptions, we acknowledge that since arbitration is the exclusive remedy,
neither of us or any party claiming under this Agreement has the right to resort to any
federal, state or local court or administrative agency concerning any matters dealt with by
this Agreement and that the decision of the arbitrator shall be a complete defense to any
action or proceeding instituted in any tribunal or agency with respect to any dispute. The
arbitration provisions contained in this paragraph shall survive the termination or
expiration of this Agreement, and shall be binding on our respective successors, personal
representatives and any other party asserting a claim based upon this Agreement.



     We further agree that any demand for arbitration must be made within one year of the
time any claim accrues which you or any person claiming hereunder may have against the
Company; unless demand is made within such period, it is forever barred.



          13. This Agreement shall be administered so as to be compliant with Section 409K of
the Code including the six-month waiting period for payments to begin following a
separation of employment, if applicable. If such waiting period is applicable, the first
payment following the waiting period shall include any payments deferred under this
provision.



     We are pleased to be able to make this supplemental plan available to you. Please
examine the terms of this Agreement carefully and at your earliest convenience indicate
your assent to all of its terms and conditions by signing and dating where provided below
and returning a signed copy to me.



	 	 	 	 	 
	 	Sincerely,



MASCO CORPORATION

 	 
	 	By  	/s/ Timothy Wadhams
 	 
	 	 	President and Chief Executive Officer 	 



	 	 	 	 	 
	 /s/ John G.  Sznewajs
 	 	 
	John G. Sznewajs 	 	 


DATE: December 21, 2007




 









 








Form of Amendment for:




John G. Sznewajs




November 3, 2008



Dear:





     Section 409A of the Internal Revenue Code contains complex provisions regulating the payment
of deferred compensation under non-qualified retirement programs, including your agreement (the
“SERP Agreement”) under Masco’s supplemental executive retirement plan (the “Plan”). Under
recently issued regulations of the Internal Revenue Service, non-complying payments under the Plan
will result in serious adverse tax consequences to recipients, which include an increase in your
marginal tax rate by 20 percentage points on all Plan payments not in compliance with Section 409A
and an increase in applicable late-payment penalty rates by a full percentage point. The
amendments to your SERP Agreement contained in this letter agreement are therefore necessary to
bring the payment provisions of your SERP Agreement into compliance with Section 409A.



     The principal changes under Section 409A described in this letter apply only to benefits
accrued or vested after December 31, 2004 (“Covered Benefits”). Covered Benefits therefore include
those under post 2004 SERP Agreements, post 2004 amendments to SERP Agreements and any increase in
benefits resulting from higher compensation paid after 2004. Benefits, to the extent they were
accrued and vested prior to January 1, 2005 (“Grandfathered Benefits”), may be paid without regard
to Section 409A provisions. As a result of Section 409A, Masco will be required under the Plan to
determine for each participant the portion of SERP payments attributable to Grandfathered Benefits
and the portion attributable to Covered Benefits and, at times, treat these payments differently
as described in this letter agreement.



     No payment, however, of benefits under your SERP may be made under Section 409A unless a
“separation from service” has occurred. Since it is unclear under the Plan if a “separation from
service” has occurred if a participant is rendering services to Masco following retirement or
during a disability, this letter agreement clarifies that a “separation from service” will have
occurred, thereby allowing the commencement of SERP payments, even if a participant following
retirement or during disability is providing services to Masco which do not exceed 49% of the
individual’s prior services as a full-time employee.



     Initial monthly payments for Covered Benefits under the Plan must be delayed until six months
have elapsed following a separation from service, after which time the delayed payments would be paid in a lump sum without interest. Any portion of your SERP payments represented by
Grandfathered Benefits will not be delayed by Section 409A.



 









 





     In the unlikely event of a change in control, if such a change satisfies the requirements of
your existing SERP Agreement but not the more stringent requirements in Section 409A
for a change in control, the same seriously adverse tax consequences to you could occur. In
order to eliminate these consequences if a change in control does not satisfy both tests, this
letter agreement would provide that any Grandfathered Benefits under your SERP Agreement will be
paid in a lump sum as currently provided in the existing SERP Agreement with the Covered Benefits
subject to Section 409A paid to the Deferred Compensation Trust and thereafter distributed by the
Trust as though no change in control has occurred. A new change in control trigger, included in
this letter agreement in clause (iii) of Paragraph 13, has been added to ensure that if the
requirements of Section 409A have been met, payments of your SERP benefits will be made as
currently scheduled in your SERP Agreement.



     Finally, in light of the recent increase in your annual cash bonus opportunity from 100% of
your base salary, the Organization and Compensation Committee of our Board of Directors has
approved a change in your SERP Agreement to increase the amount of your annual bonus which is
includible in “Average Compensation”, as that term is used in your SERP Agreement. A conforming
change would also be made in the definition of ‘Total Compensation” for purposes of disability
payments. As noted above, the increased portion of your benefit attributable to these changes
will be a Covered Benefit under Section 409A.



     In order to assure ongoing compliance with these new statutory provisions, to avoid
potentially severe tax consequences to you and to increase the amount of any bonuses includible in
determining payments to be made under your SERP Agreement, we are requesting that you agree to the
amendments to your SERP Agreement set forth below.



     The definition of “Average Compensation” in clause (a) of your SERP Agreement shall be
amended to read as follows:




     “Average Compensation” shall mean the aggregate of your highest three years total
annual cash compensation paid to you by the Company, consisting of (i) base salaries and
(ii) regular year-end cash bonuses paid with respect to the years in which such salaries
are paid (the bonus with respect to any such year, however, only to be included in an
amount not in excess of 60% of your maximum bonus opportunity for such year), divided by
three, provided, however, (x) if any portion of a bonus is
excluded by the parenthetical contained in clause (ii) above, the total amount
excluded will be added to one or both of the other two years included in the calculation as
long as the amount so added does not result in a bonus with respect to any year exceeding
60% of your maximum bonus opportunity for such year, (y) if you have on the date of
determination less than three full years of employment, the foregoing calculation,
including any adjustment required by clause(x) above, shall be based on the average base
salaries and regular year-end cash bonuses paid to you while so employed.




The definition of Total Compensation in clause (n) of your SERP Agreement shall be amended
to read as follows:



 









 






     “If you become Disabled, “Total Compensation” shall mean the sum of your
annual base salary rate and 60% of your then effective bonus opportunity at the time of
your Disability”.



     The definition of “Surviving Spouse” in clause (m) of your SERP Agreement shall be amended
by substituting for the words “the commencement of your Disability” the words “the termination
of your employment as a result of Disability”.



     The definition of “Retirement” in clause (l) of your SERP Agreement shall be
amended to read as follows:




     “Retirement” shall mean your termination of employment with the Company on or
after you attain age 65. Termination of employment for all purposes under this
Agreement shall mean a “separation from service” under Section 409A of the Code which shall
only occur if any services which you may continue to provide to the Company as an employee
or as a consultant after termination of employment are not in excess of 49% of your prior
service level, all as determined in accordance with the regulations under Section 409A of
the Code.



     Paragraph 6 of your SERP Agreement shall be amended to insert the phrase “resulting in a
termination of employment” following the first occurrence of the word “Disabled” and thereby read
as follows:




     6. If you shall have been employed by the Company for two Years or more and while
employed by the Company you become Disabled resulting in a termination of employment prior
to your attaining age 65, until the earlier of your death, termination of Disability or
attaining age 65 the Company will pay you an annual benefit, subject to paragraph 8 below,
equal to 60% of your Total Compensation less any benefits payable to you pursuant to
long-term disability insurance under programs provided by the Company. If your Disability
continues until you attain age 65, you shall be considered retired and you shall receive
retirement benefits pursuant to paragraph 1 above, based upon your Average Compensation as
of the date it is determined you became Disabled and with your SERP Percentage given
credit for Years of Service while you were Disabled.



     Paragraph 9 of your SERP Agreement shall be amended by substituting for the word
“Disabled” in the last sentence thereof the words “terminated from employment by reason of
Disability”.



     Paragraph 10(iii) of your SERP Agreement shall be amended by deleting the word “Disabled” in
clause (1) thereof and substituting therefore the phrase “are terminated as a result of
Disability”.



     A new or modified Paragraph 13 for your SERP Agreement shall read as follows and replace
any existing Paragraph 13 in your SERP Agreement:



 









 






     13. Section 409A (i) This Agreement shall be administered so
as to impose (if required in order to avoid a violation of Section 409A (a)(2)(B)(i) of
the Code) a six-month waiting period for payments of Covered Benefits (hereinafter
defined), to begin following your termination of employment. If such waiting period is
applicable, the first payment following the waiting period shall include any payments
(with no payment for interest) delayed under this provision.




     (ii) If a “Change in Control” has occurred which is also a “Change of Control” as
defined in Section 13(iii) below, then all of the provisions of the Agreement, including
the provisions of Paragraph 10, shall apply without change. However, if there is a “Change
in Control” which is not a “Change of Control” as defined in Section 13(iii) then (A) as
to that portion of your benefits under this Agreement which is not subject to the
provisions of Section 409A of the Code (the “Grandfathered Benefits”), all of the
provisions of this Agreement, including Section 10, shall apply without change, and
(B) as to that portion of your benefits under this Agreement which is subject
to Section 409A of the Code (the “Covered Benefits”), the only provisions of Paragraph 10
which shall be applicable thereto are clauses (1), (2) and (3) of
Paragraph 10(i) and Paragraphs 10(ii), 10(iv) and 10(v). The amount deposited in
the Deferred Compensation Trust representing 110% of the Gross-Up Amount attributable to
the Grandfathered Benefits, the Covered Benefits or otherwise shall be held in and
distributed from the Deferred Compensation Trust in accordance with the provisions of
Paragraph 10. The amount so deposited representing the Covered Benefits shall be held and
invested by the Deferred Compensation Trust and paid to you or your Surviving Spouse as an
annuity under the applicable circumstances of Paragraphs 1, 2, 4 (disregarding the
inapplicability of Paragraph 4 in the event of a “Change in Control”), 5, 6 or 7 of this
Agreement. If, for any reason, the monthly benefit paid by the Deferred Compensation Trust
to you or your Surviving Spouse is less than the monthly benefit used to calculate the
amount deposited under the next preceding sentence, the Company shall pay the deficiency
directly to you or your Surviving Spouse.




     (iii) A “Change of Control” for purposes of Section 409A of the Code shall be deemed
to have occurred if during any period of twelve consecutive calendar months, the
individuals who at the beginning of such period constitute the Company’s Board of
Directors, and any new directors (other than Excluded Directors) whose election by such
Board or nomination for election by stockholders was approved by a vote of at least a
majority of the members of such board who were either directors on such Board at the
beginning of the period or whose election or nomination for election as directors was
previously so approved, for any reason cease to constitute at least a majority of the
members thereof. Excluded Directors are directors whose election by the Board or approval
by the Board for stockholder election occurred within one year after any “person” or
“group of persons” as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934 commencing a tender offer for, or becoming the beneficial owner of,
voting securities representing 30 percent or more of the combined voting power of all
outstanding voting securities of the Company, other than pursuant to a tender offer
approved by the Board prior to its commencement or pursuant to stock



 









 







acquisitions approved by the Board prior to their representing 30 percent or more of
such combined voting power.



     Should you have any questions regarding these proposed amendments, please feel free to
discuss them with Chuck Greenwood, John Leekley or me. If not, I would appreciate your execution
and return of a copy of this letter to Gene Gargaro, at which time the above-described amendments
will become effective.



Sincerely yours,




Timothy Wadhams

President and Chief Executive Officer




	 	 	 

	I agree to the above-described

	 	 
	Amendments to my SERP
	 	 
	Agreement.
	 	 
	 
	 	 
	 
 

[Name]

	 	 





 









 






FORM OF AMENDMENT: JOHN G. SZNEWAJS



Dear:




     As you know, the Organization and Compensation Committee of the Company’s Board of Directors
has determined that benefit accruals under your Supplemental Executive Retirement Plan are to be
frozen effective January 1, 2010. In order to implement this change, the definitions
of “Average Compensation,” “Total Compensation,” and several other relevant definitions must be
changed.



     In addition, language must be added to the definition of “Profit Sharing Conversion Factor”
and to Paragraphs 1, 4 and 5 to provide that the offsets to your SERP which are derived from
Company contributions to the Future Service Profit Sharing Plan and other similar sources are
also frozen, with provision for future account growth using imputed interest.



     Consequently, in order to implement this change, effective January 1, 2010, the following
provisions of your SERP are amended to read as follows:



     The definition of Average Compensation in paragraph (a) of your SERP Agreement is changed to
read as follows:



     a. “Average Compensation” shall mean the aggregate of your highest three years total annual
cash compensation paid to you by the Company consisting of (i) base salaries and (ii) regular
year-end cash bonuses paid with respect to the years in which such salaries are paid (the bonus
with respect to any such year, however, only to be included in an amount not in excess of 60% of
your maximum bonus opportunity for such year), divided by three, provided,
however, (x) if any portion of a bonus is excluded by the parenthetical contained in
clause (ii) above, the total amount excluded will be added to one or both of the other two years
included in the calculation as long as the amount so added does not result in a bonus with
respect to any year exceeding 60% of your maximum bonus opportunity for such year, (y) if you
have on the date of determination less than three full years of employment, the foregoing
calculation, including any adjustment required by clause (x) above, shall be based on the average
base salaries and regular year-end cash bonuses paid to you while so employed. Notwithstanding
the foregoing, any base salary paid after December 31, 2009, and any bonus earned (or maximum
bonus opportunity for) any period after that date, shall be disregarded.



     The definition of Profit Sharing Conversion Factor in clause (j) of your SERP
Agreement shall be amended to read as follows:



     j. “Profit Sharing Conversion Factor” shall be a factor equal to the present value of a life
annuity payable at the later of age 65 or attained age based on the 1983 Group Annuity Mortality
Table using a blend of 50% of the male mortality rates and 50% of the female mortality rates as
set forth in Revenue Ruling 95-6 (or such other mortality table that the Internal Revenue Service
may prescribe in the future) and an interest rate equal to the average yield for



 









 







30-year Treasury Constant Maturities as of January, 2010 as reported in Federal Reserve
Statistical Release G.13 and H.15 (or, if such interest rate ceases to be so reported prior to
January, 2010, such other interest rate as the Board of Directors deems is an appropriate
substitute).



     The definition of Total Compensation in clause (n) of your SERP Agreement shall be amended
to read as follows:



     n. If you become Disabled, “Total Compensation” shall mean the sum of your
annual base salary rate and 60% of your then effective bonus opportunity at the earlier of the
time of your Disability or January 1, 2010.



     The definition of Year in clause (p) of your SERP Agreement shall be amended to read as
follows:



     p. “Year” shall mean twelve full consecutive months, and “year” shall mean a calendar year;
provided, however, to the extent required to determine your SERP Percentage, “year” and “Year”
shall include only time periods prior to and including January 1, 2010.



     The definition of Years of Service in clause (q) of your SERP Agreement shall be amended to
read as follows:



     q. “Years of Service” shall mean the number of Years during which you were employed by the
Company excluding Years of Service with any other corporation prior to the time it became a
subsidiary of or otherwise affiliated with Masco Corporation; provided, however, to the extent
required to determine your SERP Percentage, “Year of Service” shall include only time periods
prior to and including January 1, 2010.



     Paragraph 1 of your SERP Agreement shall be amended to read as follows:



     1. In accordance with the Plan, upon your Retirement the Company will pay you annually
during your lifetime, subject to paragraph 8 below, the SERP Percentage of your Average
Compensation, less: (i) a sum equal to the annual benefit which would be payable to you upon your
Retirement if benefits payable to you under the Company funded qualified pension plans and the
defined benefit (pension) plan provisions of the Company’s Retirement Benefits Restoration Plan
and any similar plan were converted to a life annuity, or if you are married when you retire, to
a 50% joint and spouse survivor life annuity, (ii) a sum equal to the annual benefit which would
be payable to you upon Retirement if your vested accounts in the Company’s qualified defined
contribution plans (excluding your contributions and earnings thereon in the Company’s 401(k)
Savings Plan) and the defined contribution (profit sharing) provisions of the Company’s
Retirement Benefits Restoration Plan and any similar plan were converted to a life annuity in
accordance with the Profit Sharing Conversion Factor, and (iii) unless you have at least 25 Years
of Service, any retirement benefits paid or payable to you by reason of employment by all other
employers (the amount of such deduction, in the case of benefits paid or payable other than on an
annual basis, to be determined on an annualized basis by the Committee referred to in paragraph
11 and excluding from such deduction any portion



 









 







thereof, and earnings thereon, determined by such Committee to have been contributed by you
rather than such other employers); provided, however, in all cases the amount offset pursuant to
these subsections (i), (ii) and (iii) shall be determined (x) prior to
the effect of any payments from the plans and trusts referred to therein which are authorized
pursuant to any Qualified Domestic Relations Order under ERISA, or other comparable order
allocating marital or other rights under state law as applied to retirement benefits from
non-qualified plans and (y) if Retirement occurs on or after January 1, 2010, based on offsetting
values as of January 1, 2010, except that any defined contribution individual account values as
of January 1, 2010 (including any pro forma, rather than actual, account balance at such date,
including imputed interest thereon with respect to amounts previously withdrawn, and including
any Company contribution or allocation with respect to 2009 which is made on or after January 1,
2010) utilized under subsections (ii) and (iii) above shall be projected to the date of
determination at the imputed rate of 4% per annum prior to application of the Profit Sharing
Conversation Factor.



     Paragraph 4 of your SERP Agreement shall be amended to read as follows:



     4. If your employment with the Company is for any reason terminated prior to Retirement,
other than as a result of circumstances described in paragraphs 2, 5 or 6 of this Agreement or
following a Change in Control, and if prior to the date of termination you have completed 5 or
more Years of Service, upon your attaining age 65, the Company will pay to you annually during
your lifetime, subject to paragraph 8 below, the Vested Percentage of the result obtained by (1)
multiplying your SERP Percentage at the date your employment terminated by your Average
Compensation, less (2) the sum of the following: (i) a sum equal to the annual
benefit which would be payable to you upon your attaining age 65, if benefits payable to you
under the Company funded qualified pension plans and the defined benefit (pension) plan
provisions of the Company’s Retirement Benefits Restoration Plan and any similar plan were
converted to a life annuity, or if you are married when you attain age 65, to a 50%
joint and spouse survivor life annuity, (ii) a sum equal to the annual benefit which
would be payable to you upon your attaining age 65, if an amount equal to your vested accounts at
the date of your termination of employment with the Company in the Company’s qualified defined
contribution plans (excluding your contributions and earnings thereon in the Company’s 401(k)
Savings Plan) and the defined contribution (profit sharing) provisions of the Company’s
Retirement Benefits Restoration Plan and any similar plan (in each case increased from the date
of termination to age 65 at the imputed rate of 4% per annum) were converted to a life annuity in
accordance with the Profit Sharing Conversion Factor, and (iii) to the extent the annual payments
described in this clause (iii) and the annual payments you would otherwise be
entitled to receive under this paragraph 4 would, in the aggregate exceed (the “excess amount”)
the annual payments you would have received under paragraph 1 had you remained employed by the
Company until Retirement (with your SERP Percentage determined as though you were given credit
for additional Years of Service until age 65 but no compensation increases), any retirement
benefits paid or payable to you by reason of employment by all other previous or future
employers, but only to the extent of such excess amount (the amount of such deduction, in the
case of benefits paid or payable other than on an annual basis, to be determined on an annualized
basis by the Committee referred to in paragraph 11 and excluding from such deduction any portion
thereof, and earnings thereon, determined by such Committee to have been contributed by you
rather than your prior or future employers); provided, however, in all cases the
amount offset pursuant



 









 




to these subsections (i), (ii) and (iii) shall be determined (x) prior to the
effect of any payments from the plans and trusts referred to therein which are authorized
pursuant to any Qualified Domestic Relations Order under ERISA, or other comparable order
allocating marital or other rights under state law as applied to retirement benefits from
non-qualified plans and (y) if termination occurs on or after January 1, 2010, based on
offsetting values as of January 1, 2010, except that any defined contribution individual account
values as of January 1, 2010 (including any pro forma, rather than actual, account balance at
such date, including imputed interest thereon with respect to amounts previously withdrawn, and
including any Company contribution or allocation with respect to 2009 which is made on or after
January 1, 2010) utilized under above subsections (ii) and (iii) shall be projected to the date
of determination at the imputed rate of 4% per annum prior to application of the Profit Sharing
Conversation Factor. Upon your death on or after age 65 should you be survived by your Surviving
Spouse, your Surviving Spouse shall receive for life, commencing upon the date of your death, 75%
of the annual benefit payable to you under the preceding sentence following your attainment of
age 65; provided, further, if your death should occur prior to age 65, your
Surviving Spouse shall receive for life, commencing upon the date of your death, 75% of the
annual benefit which would have been payable to you under the preceding sentence following your
attainment of age 65, reduced by a factor of actuarial equivalence as determined by the
Committee, such that the Present Value of the aggregate payments to be received by your Surviving
Spouse based on his or her life expectancy as of the date of your death is equal to the Present
Value, determined at the date of your death, of the aggregate payments estimated to be received
by your Surviving Spouse based on his or her life expectancy at an age, and as if your Surviving
Spouse had begun receiving payments, when you would have attained age 65.




     Paragraph 5 of your SERP Agreement shall be amended to read as follows:



     5. If while employed by the Company you die prior to your attaining age 65, leaving a
Surviving Spouse, and provided you shall have been employed by the Company for two consecutive
Years or more, your Surviving Spouse shall receive annually for life, subject to paragraph 8
below, 75% of the SERP Percentage of your Average Compensation, less: (i) a sum equal to the
annual benefit which would be payable to your Surviving Spouse under the Company funded qualified
pension plans and the defined benefit (pension) plan provisions of the Company’s Retirement
Benefits Restoration Plan and any similar plan if such benefit were converted to a life annuity
(such deduction, however, only to commence on the date such benefit is first payable),
(ii) a sum equal to the annual payments which would be received by your Surviving Spouse as if
your spouse were designated as the beneficiary of your vested accounts in the Company’s qualified
defined contribution plans (excluding your contributions and earnings thereon in the Company’s
401(k) Savings Plan) and the defined contribution (profit sharing) provisions of the Company’s
Retirement Benefits Restoration Plan and any similar plan and such accounts were converted to a
life annuity at the time of your death in accordance with the Profit Sharing Conversion Factor,
and (iii) unless you have at least 25 Years of Service any retirement benefits paid or payable to
you or your Surviving Spouse by reason of your employment by all other employers (the amount of
such deduction, in the case of benefits paid or payable other than on an annual basis, to be
determined on an annualized basis by the Committee referred to in paragraph 11 and excluding from
such deduction any portion thereof, and earnings thereon, determined by such Committee to have
been contributed by you rather than such other



 









 




employers); provided, however, in all cases the amount offset pursuant to these
subsections (i),(ii) and (iii) shall be determined (x) prior to the effect of any payments from
the plans and trusts referred to therein which are authorized pursuant to any Qualified Domestic
Relations Order under ERISA, or other comparable order allocating marital or other rights under
state law as applied to retirement benefits from non-qualified plans and (y) if death occurs on
or after January 1, 2010, based on off-setting values as of January 1, 2010
except that any defined contribution individual account values as of January 1, 2010
(including any pro forma, rather than actual, account balance at such date, including
imputed interest thereon with respect to amounts previously withdrawn, and including any Company
contribution or allocation with respect to 2009 which is made on or after January
1, 2010) utilized under above subsections (ii) and (iii) shall be projected to the
date of determination at the imputed rate of 4% per annum prior to application of the
Profit Sharing Conversion Factor. No death benefits are payable except to your Surviving Spouse.




     In order to make these changes effective, please sign the enclosed copy of this letter
agreement and return it to Barry Silverman.



Sincerely yours,




Timothy Wadhams

President and Chief Executive Officer




	 	 	 

	I agree to the above-described amendments
	 	 
	to my Supplemental Executive Retirement
	 	 
	Plan with the Company.
	 	 
	 
	 	 
	  

Donald
J. DeMarie, Jr.

	 	 
	Date: