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AMENDMENT TO EXECUTIVE CHANGE IN CONTROL AGREEMENT

Change of Control Agreement

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This Change of Control Agreement involves

Potters Industries Inc | PQ Corporation

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Title: AMENDMENT TO EXECUTIVE CHANGE IN CONTROL AGREEMENT

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Exhibit 10.5

 

CONFIDENTIAL

 

AMENDMENT TO
EXECUTIVE CHANGE IN CONTROL AGREEMENT

 

On January 27, 2003, Michael R. Imbriani was appointed Executive Vice President of PQ Corporation and President — Chemical Groups. On August 15, 2000, an Executive Change in Control Agreement (“the Agreement”) was executed by and between PQ Corporation and its wholly-owned subsidiary, Potters Industries Inc., (collectively the “Employer”) and Michael Imbriani (the “Employee”).

 

In order to account for this appointment, the second paragraph on the first page of the August 15, 2000 Agreement is deleted in its entirety and replaced with the following:

 

The Board of Directors of PQ Corporation (the “Board”) has determined that it is in the best interests of Employer and its shareholders to assure that Employer and its subsidiaries will have the continued dedication of Employee in his capacity as Executive Vice President of PQ Corporation and President — Chemical Groups, notwithstanding the possibili


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