additional tax or penalties under Section 409A, the parties shall agree to negotiatein good faith to make amendments to this Agreement as the parties mutually agree,reasonably and in good faith are necessary or desirable, to (i) maintain to the maximumextent reasonably practicable the original intent of the applicable provisions withoutviolating the provisions of Section 409A or increasing the costs to the Company ofproviding the applicable benefit or payment and (ii) to the extent possible, to avoid theimposition of any interest, additional tax or other penalties under Section 409A upon theparties.          4.7.2 To the extent the Executive would otherwise be entitled to any payment orbenefit under this Agreement, or any plan or arrangement of the Company or its affiliates,that constitutes a “deferral of compensation” subject to Section 409A and that if paidduring the six (6) months beginning on the date of termination of the Executive’semployment would be subject to the Section 409A additional tax because the Executive is a“specified employee” (within the meaning of Section 409A and as determined by the Company),the payment or benefit will be paid or provided to the Executive on the earlier of thefirst day following the six (6) month anniversary of the Executive’s termination ofemployment or death.          4.7.3 Any payment or benefit due upon a termination of the Executive’s employment thatrepresents a “deferral of compensation” within the meaning of Section 409A shall be paid orprovided to the Executive only upon a “separation from service” as defined in Treas. Reg. §1.409A-1(h). Each payment made under this Agreement shall be deemed to be a separatepayment for purposes of Section 409A. Amounts payable under this Agreement shall be deemednot to be a “deferral of compensation” subject to Section 409A to the extent provided inthe exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9)(“separation pay plans,” including the exception under subparagraph (iii)) and otherapplicable provisions of Treasury Regulation § 1.409A-1 through A-6.          4.7.4 Notwithstanding anything to the contrary in Agreement, any payment or benefitunder this Agreement or otherwise that is exempt from Section 409A pursuant to TreasuryRegulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kindbenefits) shall be paid or provided to the Executive only to the extent that the expensesare not incurred, or the benefits are not provided, beyond the last day of the secondcalendar year following the calendar year in which the Executive’s “separation fromservice” occurs; and provided further that such expenses are reimbursed no later than thelast day of the third calendar year following the calendar year in which the Executive’s“separation from service” occurs.  To the extent any expense reimbursement or the provisionof any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuantto the prior sentence or otherwise), the amount of any such expenses eligible forreimbursement, or the provision of any in-kind benefit, in one calendar year shall notaffect provision of in-kind benefits or expenses eligible for reimbursement in any othercalendar year (except for any life-time or other aggregate limitation applicable to medicalexpenses), and in no event shall any expenses be reimbursed after the last day of thecalendar year following the calendar year in which the
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Executive incurred such expenses, and in no event shall any right to reimbursement orthe provision of any in-kind benefit be subject to liquidation or exchange for anotherbenefit.”          5. This Amendment shall be governed by and construed and enforced in accordance with the lawsof the State of Delaware, without regard to principles of conflicts of laws thereof that would callfor the application of the substantive law of any jurisdiction other than the State of Delaware.          6. This Amendment may be executed in one or more counterparts, each of which shall be deemedto be a duplicate original, but all of which, taken together, shall constitute a single instrument.          IN WITNESS WHEREOF, the parties have caused this First Amendment to the Agreement to beexecuted and delivered as of the date written first above.      HARLAND CLARKE HOLDINGS CORP.