AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made by and between AVON PRODUCTS, INC., a New York corporation (the “Corporation”), and ANDREA JUNG (the “Executive”), dated as of this 5th day of December, 2008 (the “Effective Date”).

W I T N E S S E T H :

WHEREAS, the Executive is employed by the Corporation pursuant to an employment agreement dated as of December 11, 1997 (the “Existing Agreement”); and

WHEREAS, in order to comply with Section 409A of the Code (“Section 409A”), the parties hereto wish to amend and supersede the Existing Agreement in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the Corporation and the Executive do hereby agree as follows:

1. Employment . The Corporation shall continue to employ the Executive and the Executive agrees to continue to serve as an executive of the Corporation, in such capacities and upon such conditions as are hereinafter set forth.

2. Term . The Executive shall be considered an at-will employee and her employment may be terminated by either party subject to the obligations of the parties upon such termination as may be set forth hereinafter.

3. Position and Duties .

(a) Position . The Executive shall continue to serve as Chief Executive Officer.

(b) Business Time . The Executive agrees to devote her full business time during normal business hours to the business and affairs of the Corporation and to use her best efforts to perform faithfully and efficiently the responsibilities assigned to her hereunder, to the extent necessary to discharge such responsibilities. The Executive’s continuing to serve on any boards and committees on which she is serving or with which she is otherwise associated immediately preceding the Effective Date, or her service on any other boards and committees of which the Corporation has knowledge and does not object, in writing, within thirty (30) days after first becoming aware of such service, shall not be deemed to interfere with the performance of the Executive’s services to the Corporation.

4. Compensation . The Executive shall be entitled to the following compensation for as long as the Executive remains an employee of the Corporation:

(a) Base Salary . The Executive shall receive a base salary (the “Base Salary”) payable in equal bi-weekly installments at an annual rate of $1,375,000, which was the Base

Salary in effect immediately prior to the Effective Date. The Corporation shall review the Base Salary periodically and in light of such review may increase (but not decrease) the Base Salary taking into account any change in the Executive’s responsibilities, increases in compensation of other senior executives of the Corporation, performance of the Executive and other pertinent factors, and such adjusted Base Salary shall then constitute the “Base Salary” for purposes of this Agreement. Neither the Base Salary nor any increase in Base Salary after the date hereof shall serve to limit or reduce any other obligation of the Corporation hereunder.

(b) Annual Bonus .

(i) In General . For each fiscal year of the Corporation during which she is employed by the Corporation the Executive shall be eligible to receive an annual bonus (“Annual Bonus”) under the Corporation’s Executive Incentive Plan or successor annual incentive award plan. Such Annual Bonus shall be determined on the basis of an annual target bonus opportunity of at least sixty percent (60%) of the Base Salary paid the Executive with respect to such fiscal year, which annual target bonus opportunity may be increased but not decreased except for annual reductions of up to ten percent (10%) that apply to all officers of the Corporation. Each Annual Bonus (or portion thereof) shall be paid in cash in accordance with the Corporation’s Executive Incentive Plan or successor plan in the year next following the year for which the Annual Bonus (or prorated portion) is earned or awarded, unless electively deferred by the Executive pursuant to any deferral programs or arrangements that the Corporation may make available to the Executive.

(ii) Change of Control . Notwithstanding the foregoing, the Annual Bonus awarded to the Executive for each fiscal year of the Corporation ending during the period commencing on the Change of Control Date and ending on the third anniversary thereof or during the pendency of a Potential Change of Control shall not be less than the largest bonus earned by or awarded to the Executive for any of the three fiscal years of the Corporation ending before such Potential Change of Control or Change of Control Date, as applicable, or for the fiscal year in which such Potential Change of Control or Change of Control Date occurs. For a fiscal year of the Corporation that commences but does not end before the third anniversary of a Change of Control Date, the Annual Bonus earned by or awarded to the Executive for that portion of such fiscal year shall not be less than a ratable portion (based on the total days elapsed in that fiscal year) of the Annual Bonus that would have been payable to the Executive had that entire fiscal year ended before the third anniversary of a Change of Control Date.

(c) Incentive and Savings Plans; Retirement and Death Benefit Programs . The Executive shall be entitled to participate in all incentive and savings plans and programs, including stock option plans and other equity-based compensation plans, and in all employee retirement, executive retirement and executive death benefit plans (including the SERP and SLIP) on a basis no less favorable than that basis generally available to other senior executives of the Corporation who become an elected or appointed officer of the Corporation on or after the date on which the Executive first became an elected or appointed officer of the Corporation. As of the Effective Date, the Executive is entitled to a death benefit under the SLIP of $750,000. As

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of the Effective Date, the Executive will have accumulated fourteen (14) years of Creditable Service under the SERP.

(d) Other Benefit Plans . The Executive, her spouse and their eligible dependents (as defined in, and to the extent permitted by, the applicable plan), as the case may be, shall be entitled to participate in or be covered under all medical, dental, disability, group life, accidental death, and travel accident insurance plans and programs of the Corporation at the most favorable level of participation and providing the highest levels of benefits generally available under such plans and programs.

(e) Other Perquisites . The Executive shall also be entitled to:

(i) prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the policies and procedures of the Corporation providing the highest level of reimbursement on the least restrictive basis available under such policies and procedures;

(ii) paid vacation and fringe benefits in accordance with the most favorable policies of the Corporation; and

(iii) all forms of perquisite benefits made available to senior officers of the Corporation.

(f) Effect of Change of Control on Benefit Plans and Other Perquisites . Without limiting the generality of Sections 4(c), 4(d) and 4(e) hereof, during the pendency of a Potential Change of Control or during the period commencing on a Change of Control Date and ending on the third anniversary thereof, the benefits provided for in such Sections may not be diminished from the highest level previously provided or available to the Executive immediately prior to the Potential Change of Control or within the ninety-day period prior to the Change of Control Date, as applicable.

5. Termination .

(a) Disability . The Corporation may terminate the Executive’s employment after having established the Executive’s Disability, by giving to the Executive written notice of its intention to terminate her employment, and her employment with the Corporation shall terminate effective on the 90th day after receipt of such notice if the Executive shall fail to return to full-time performance of her duties within ninety (90) days after such receipt. Notwithstanding the foregoing, in the event that, as a result of an absence because of mental or physical incapacity, the Executive incurs an earlier “separation from service” within the meaning of Section 409A, the Executive shall on such date automatically be terminated from employment as a Disability termination under this Section 5(a).

(b) Voluntary Termination by Executive . Notwithstanding anything in this Agreement to the contrary, the Executive may, upon not less than thirty (30) days’ written notice to the Corporation, voluntarily terminate employment for any reason (including retirement under the terms of the PRA as in effect from time to time), provided that any termination by the

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Executive pursuant to Section 5(d) on account of Constructive Termination shall not be treated as a voluntary termination under this Section 5(b).

(c) Termination by the Corporation . The Corporation at any time may terminate the Executive’s employment for Cause or without Cause.

(d) Constructive Termination . The Executive at any time may terminate her employment for Constructive Termination.

(e) Notice of Termination . Any termination by the Corporation for Cause or by the Executive for Constructive Termination shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(c). For purposes of this Agreement, a “Notice of Termination” means a written notice given, in the case of a termination for Cause, within sixty (60) days of the presiding or lead director of the Board or the Chairman of the Audit Committee of the Board having actual knowledge of the event and sufficient details of the event and the impact thereof to know that such event could reasonably be the basis for a termination of the Executive for Cause under this Agreement, and in the case of a termination for Constructive Termination, within sixty (60) days of the Executive’s having actual knowledge of the events giving rise to such termination, and which (i) indicates the specific termination provision in this Agreement relied upon, (ii) 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, and (iii) if the termination date is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) days after the giving of such notice). The failure by the Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Constructive Termination shall not waive any right of the Executive hereunder or preclude the Executive from asserting such fact or circumstance in enforcing her rights hereunder.

(f) Date of Termination . For the purpose of this Agreement, the term “Date of Termination” means (i) in the case of a termination for which a Notice of Termination is required, the date of receipt of such Notice of Termination or, if later, the date specified therein, as the case may be and (ii) in all other cases, the actual date on which the Executive’s employment terminates. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “terminate,” “termination of employment” or like terms shall mean separation from service.

6. Obligations of the Corporation Upon Termination . Upon termination of the Executive’s employment with the Corporation, the Corporation shall have the following obligations:

(a) Death and Retirement . If the Executive’s employment is terminated by reason of the Executive’s death or on or after the attainment of age sixty-five (65), the Executive’s employment shall terminate without further obligations to the Executive’s legal representatives under this Agreement other than payment of the Accrued Obligations. Unless

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otherwise required by applicable law, all Accrued Obligations shall be paid to the Executive, her beneficiaries or her estate, as applicable. In the event of the retirement of the Executive, she and her family shall be entitled to benefits generally available upon retirement to other senior executives of the Corporation and their families. In the event of the Executive’s death, her family shall be entitled to receive benefits generally available to the surviving families of other senior executives of the Corporation.

(b) Disability . If the Executive’s employment is terminated by reason of the Executive’s Disability, the Executive, the Executive’s spouse, and their eligible dependents will be entitled to the following payments and continuation of benefits:

(A) during the “Section 6(b) Continuation Period” (defined below), the Executive, the Executive’s spouse and their eligible dependents (as defined in, and to the extent permitted by, the applicable plan) shall be eligible to continue to participate in the Corporation’s medical and dental plans, provided that they participated in such plans immediately prior to the Date of Termination and provided that the Executive pays to the Corporation, in equal, monthly installments over the course of the Section 6(b) Continuation Period, the full cost for such continued participation, and upon the expiration of such continued coverage, the Executive shall be entitled to elect to continue such coverage under COBRA or similar state law, as applicable, in accordance with the Corporation’s policy from time to time; and on the Payment Date, the Corporation will pay to the Executive a cash bonus equal to (1) the Corporation’s portion of the monthly cost ( i.e. , excluding the portion of the monthly cost paid generally by active employees) of the medical and dental coverage being provided by the Corporation to the Executive, the Executive’s spouse and their eligible dependents immediately prior to the Date of Termination, multiplied by (2) the number of months in the Section 6(b) Continuation Period;

(B) during the Section 6(b) Continuation Period, the Executive, the Executive’s spouse and their eligible dependents (as defined in, and to the extent permitted by, the applicable plan) shall continue to participate in the Corporation’s group life and accidental death insurance plans; and

(C) on the Payment Date, the Corporation will pay to the Executive a cash bonus equal to (1) the Corporation’s monthly cost of the travel accident insurance being provided by the Corporation to the Executive, the Executive’s spouse and their eligible dependents immediately prior to the Date of Termination, multiplied by (2) the number of months in the Section 6(b) Continuation Period;

provided that (I) any such benefit provided by the Corporation in any year will not be affected by the amount of any such benefit provided by the Corporation in any other year, subject to any maximum benefit limitations under the terms of the applicable health plan, and (II) under no circumstances will the Executive be permitted to liquidate or exchange any such benefit for cash or any other benefit. Further, to the extent any of the above benefits are subject to Section 409A, the provision of such benefit will be subject to Section 6(i) below.

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The Executive shall also be paid all Accrued Obligations. Thereafter, the Corporation shall have no further obligations to the Executive under this Agreement.

For purposes of this Section 6(b), the “Section 6(b) Continuation Period” is (x) the 24-month period immediately following the Date of Termination, or (y) if the Date of Termination occurs within three years after a Change of Control Date, the period of time immediately following the Date of Termination and continuing until the earlier of the Executive’s 65th birthday or the third anniversary of the Change of Control Date, but in no event will such period be less than 24 months.

(c) Termination by the Corporation for Cause and Voluntary Termination by Executive . If the Executive’s employment shall be terminated for Cause or voluntarily terminated by the Executive (other than on account of Constructive Termination), the Corporation shall pay the Executive the Accrued Obligations. Thereafter, the Corporation shall have no further obligations to the Executive under this Agreement.

(d) Other Termination of Employment If Not Related to Change of Control or Potential Change of Control . If the Corporation (i) terminates the Executive’s employment other than for Cause or Disability, or the Executive terminates her employment for Constructive Termination, and (ii) the Date of Termination occurs during a period which is not during the pendency of a Potential Change of Control or the three year period commencing on a Change of Control Date, the Corporation shall, subject to Section 6(k), pay or provide to the Executive the following:

(A) Accrued Obligations

(B) Cash Payments .

(I) The Corporation shall pay to the Executive the following amounts:

(1) the lesser of (I) thirty-six (36) months of the Executive’s Base Salary at the rate in effect on the Date of Termination, and (II) the Executive’s Base Salary (at the same rate) through the end of the month in which the Executive attains age sixty-five (65) (the shorter period of (I) and (II), the “Severance Period”) which shall be paid as follows: (A) as salary continuation payments to the Executive at her monthly Base Salary rate (but not as an employee) paid monthly for a period of twenty-four (24) months (or such lesser period until the Executive attains age sixty five (65)) following the Date of Termination (the “Salary Continuation Period”), commencing on the Payment Date, provided that the first payment shall include any missed payments to the extent such missed payments would have been made between the Date of Termination and the Payment Date; and (B) an amount equal to the present value at the Date of Termination, discounted at the Interest Rate, of a monthly amount from the end of the Salary Continuation Period to the end of the Severance Period equal to the Executive’s Base Salary at the monthly rate in effect on the Date of Termination, which shall be paid in a lump sum on the Payment Date; and

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(2) an amount equal to the Executive’s target annual bonus for the year of termination paid in a lump sum in cash on the Payment Date.

(II) If the Date of Termination is on or after August 1st of the year of termination, the Corporation shall pay to the Executive a prorated bonus based on earned salary for that year (not to exceed the Executive’s target bonus award for such year and, if the Executive’s bonus is subject to the discretion of the Board, in the discretion of the Board), payable in a lump sum in cash during the calendar year following the calendar year in which the Date of Termination occurs at such time during the year that such bonus would have been paid to her if she had continued to work, except to the extent that Section 6(i) below requires a later payment date.

(C) Benefit Continuation . The Executive, the Executive’s spouse, and their eligible dependents will be entitled to the following payments and continuation of benefits:

(1) during the “Section 6(d) Continuation Period” (defined below), the Executive, the Executive’s spouse and their eligible dependents (as defined in, and to the extent permitted by, the applicable plan) shall continue to be eligible to participate in the Corporation’s medical and dental plans, provided that they participated in such plans immediately prior to the Date of Termination and provided that the Executive pays to the Corporation, in equal, monthly installments over the course of the Section 6(d) Continuation Period, the full cost for such continued participation, and upon the expiration of such continued coverage, the Executive shall be entitled to elect to continue such coverage under COBRA or similar state law, as applicable, in accordance with the Corporation’s policy from time to time; and on the Payment Date, the Corporation will pay to the Executive a cash bonus equal to (I) the Corporation’s portion of the monthly cost ( i.e. , excluding the portion of the monthly cost paid generally by active employees) of the medical and dental coverage being provided by the Corporation to the Executive, the Executive’s spouse and their eligible dependents immediately prior to the Date of Termination, multiplied by (II) the number of months in the Section 6(d) Continuation Period;

(2) during the Section 6(d) Continuation Period, the Executive, the Executive’s spouse and their eligible dependents (as defined in, and to the extent permitted by, the applicable plan) shall continue to participate in the Corporation’s group life and accidental death insurance plans; and

(3) on the Payment Date, the Corporation will pay to the Executive a cash bonus equal to (I) the Corporation’s monthly cost of the disability coverage and travel accident insurance being provided by the Corporation to the Executive, the Executive’s spouse and their eligible dependents immediately prior to the Date of Termination, multiplied by (II) the number of months in the Section 6(d) Continuation Period;

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provided that (i) any such benefit provided by the Corporation in any year will not be affected by the amount of any such benefit provided by the Corporation in any other year, subject to any maximum benefit limitations under the terms of the applicable health plan, and (ii) under no circumstances will the Executive be permitted to liquidate or exchange any such benefit for cash or any other benefit. Further, to the extent any of the above benefits are subject to Section 409A, the provision of such benefit will be subject to Section 6(i) below.

For purposes of this Section 6(d), the “Section 6(d) Continuation Period” is the 24-month period immediately following the Date of Termination.

(e) Other Termination of Employment Occurring Within Three Years Following Change of Control . If the Corporation (i) terminates the Executive’s employment other than for Cause or Disability, or the Executive terminates her employment for Constructive Termination and (ii) the Date of Termination occurs during the three year period commencing on the Change of Control Date, the Corporation shall, subject to Section 6(k), pay or provide the Executive the following:

(A) Accrued Obligations

(B) Cash Payment . The Corporation shall pay to the Executive the following amounts:

(1) subject to the proviso in (2) below, salary continuation payments to the Executive (but not as an employee) at the greater of her monthly Base Salary rate in effect as of the date when the Notice of Termination was given or the Change of Control Date, paid monthly for the Salary Continuation Period commencing on the Payment Date, provided that the first payment shall include any missed payments to the extent such missed payments would have been made between the Date of Termination and the Payment Date;

(2) a lump sum cash payment on the Payment Date equal to the sum of the following:

(I) three (3) times the Executive’s annual Base Salary rate at the greater of the rate in effect as of the date when the Notice of Termination was given or the Change of Control Date less the present value, discounted at the Interest Rate, on the Date of Termination of the amounts payable pursuant to clause (1) above; and

(II) three (3) times the greater of the (x) Annual Bonus earned by or awarded to the Executive for the last fiscal year of the Corporation ending prior to the Change of Control Date or (y) Annual Bonus earned by or awarded to the Executive for the fiscal year of the Corporation which includes the Change of Control Date; and

(III) three (3) times the present value,

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calculated using the Interest Rate, of (without duplication) the annualized value of the fringe benefits described under Section 4(e) of this Agreement,

provided, however, that in no event shall the Executive be entitled to receive under this clause (2) and clause (B)(1) above more than the greater of (I) the product obtained by multiplying the amount determined as hereinabove provided in clause (B)(1) and this clause (2) by a fraction, the numerator of which shall be the number of months (including fractions of a month) which at the Date of Termination remain until the Executive attains age sixty-five (65) or, if earlier, the third anniversary of the Change of Control Date, and the denominator of which shall be thirty-six (36) and (II) an amount equal to the cash payment that would have been payable under Section 6(d)(B) hereof had the Change of Control not occurred. Any reduction shall be first from the lump sum payment in this clause (2) and then from clause (B)(1) in reverse order.

(3) a cash amount on the Payment Date equal to the difference between (I) the sum of the maximum payments the Executive would have received for all cash awards (or other similar rights) outstanding at the Date of Termination and granted to the Executive under any long-term incentive compensation or performance plan of the Corporation if she had continued in the employ of the Corporation through the earlier to occur of the third anniversary of the Change of Control Date or the Executive’s 65th birthday and the Corporation had met its maximum performance goals under each such award and the maximum amount payable under each such award was paid and (II) any amounts actually paid or to be paid under any such plan with respect to such awards.

(C) Other Benefit Continuation . The Executive, the Executive’s spouse, and their eligible dependents will be entitled to the following payments and continuation of benefits:

(1) during the “Section 6(e) Continuation Period” (defined below), the Executive, the Executive’s spouse and their eligible dependents (as defined in, and to the extent permitted by, the applicable plan) shall continue to be eligible to participate in the Corporation’s medical and dental plans, provided that they participated in such plans immediately prior to the Date of Termination and provided that the Executive pays to the Corporation, in equal, monthly installments over the course of the Section 6(e) Continuation Period, the full cost for such continued participation, and upon the expiration of such continued coverage, the Executive shall be entitled to elect to continue such coverage under COBRA or similar state law, as applicable, in accordance with the Corporation’s policy from time to time; and on the Payment Date, the Corporation will pay to the Executive a cash bonus equal to (I) the Corporation’s portion of the monthly cost ( i.e. , excluding the portion of the monthly cost paid generally by active employees) of the medical and dental coverage being provided by the Corporation to the Executive, the Executive’s spouse and their eligible dependents immediately prior to the Date of Termination, multiplied by (II) thirty-six (36);

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(2) during the Section 6(e) Continuation Period, the Executive, the Executive’s spouse and their eligible dependents (as defined in, and to the extent permitted by, the applicable plan) shall continue to participate in the Corporation’s group life and accidental death insurance plans; and

(3) on the Payment Date, the Corporation will pay to the Executive a cash bonus equal to (I) the Corporation’s monthly cost of the disability coverage and travel accident insurance being provided by the Corporation to the Executive, the Executive’s spouse and their eligible dependents immediately prior to the Date of Termination, multiplied by (II) thirty-six (36);

provided that (i) any such benefit provided by the Corporation in any year will not be affected by the amount of any such benefit provided by the Corporation in any other year, subject to any maximum benefit limitations under the terms of the applicable health plan, and (ii) under no circumstances will the Executive be permitted to liquidate or exchange any such benefit for cash or any other benefit. Further, to the extent any of the above benefits are subject to Section 409A, the provision of such benefit will be subject to Section 6(i) below.

For purposes of this Section 6(e), the “Section 6(e) Continuation Period” is the 24-month period immediately following the Date of Termination or, if greater, the period beginning immediately following the Date of Termination and continuing until the third anniversary of the Change of Control Date.

(D) Additional Retirement Benefits . The Corporation shall pay to the Executive a cash amount equal to the present value, calculated for the retiree medical and life benefits under FASB Statement No. 106, and calculated for the additional retirement benefits under the SERP using the actuarial assumptions set forth in the PRA, of the difference between:

(1) the present value of the retirement benefits (including, without limitation, any pension, retiree life, or retiree medical benefits) that would have been payable or available to the Executive under the PRA, under the SERP (as set forth in Section 6(g) below), and under any other supplemental retirement, life (other than the SLIP) or medical plan or arrangement, whether or not qualified, maintained by the Corporation or an Affiliated Company based on the age and service the Executive would have attained or completed had the Executive continued in the Corporation’s employ until the earlier of the expiration of the third anniversary of the Change of Control Date or the Executive’s 65th birthday, determined using, where compensation is a relevant factor, her pensionable compensation at the Date of Termination (or, if greater, at the rate in effect on the date on which occurred an event giving rise to a Constructive Termination), with such present value being calculated using the assumptions noted above; and

(2) the present value of the retirement benefits (including, without limitation, any pension, retiree life, or retiree medical

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benefits) that are payable or available to the Executive under the PRA, under the SERP (as set forth in Section 6(g) below), and under any other supplemental retirement, life (other than the SLIP) or medical plan or arrangement, whether or not qualified, maintained by the Corporation or an Affiliated Company based on the age and service the Executive has attained or completed as of the Executive’s Date of Termination determined using, where compensation is a relevant factor, her pensionable compensation at the Date of Termination (or, if greater, at the rate in effect on the date on which occurred an event giving rise to a Constructive Termination), with such present value being calculated using the assumptions noted above.

The incremental retirement benefits which would have become payable under such plans include, without limitation, the additional benefits attributable to such additional service which would have been rendered during such period and the benefits which would have vested under such plans as a result of such service, but which were otherwise forfeited.

The amount payable under this Section 6(e)(D) shall be paid to the Executive at the same times and in the same form that her Supplemental Retirement Allowance under the SERP is paid to her, including, without limitation, pursuant to Section 6(g) below (including the provision for interest accrual between the Date of Termination and the SERP Payment Month) and Section 6.2(b) of the SERP.

(f) Other Termination of Employment Occurring During Pendency of Potential Change of Control . If the Corporation (i) terminates the Executive’s employment other than for Cause or Disability, or the Executive terminates her employment for Constructive Termination and (ii) the Date of Termination occurs during the pendency of a Potential Change of Control, the Executive shall be entitled to the payments and benefits set forth in Section 6(d) hereof. In addition, in the event that a Change of Control occurs before the expiration of the pendency of the Potential Change of Control during which the Date of Termination occurred, the Executive shall also be entitled to such additional cash payments as would have been made under Section 6(e) hereof as if the Date of Termination had occurred immediately on the Change of Control Date, in excess of the amount of the cash payment made or to be made to the Executive under Section 6(d) hereof, but only if the Change of Control satisfies the definition of “change in control event” set forth in Final Treasury Regulation § 1.409A-3(i)(5). Any such additional cash payment will be made upon the later of (I) the day after the six-month anniversary of the Date of Termination and (II) the Change of Control Date (the “Section 6(f) Payment Date”). In addition, in the event that a Change of Control occurs during the pendency of the Potential Change of Control during which the Date of Termination occurred and such Change of Control satisfies the definition of “change in control event” set forth in Final Treasury Regulation § 1.409A-3(i)(5), the Executive shall also be entitled to (w) continued treatment of the medical and dental benefit for the Section 6(e) Continuation Period in lieu of such continued treatment for the Section 6(d) Continuation Period, (x) a payment on the Section 6(f) Payment Date equal to the excess of the amount of the payment under Section 6(e)(C)(1) over the amount of the payment under Section 6(d)(C)(1), (y) continued group life and accidental death insurance coverage for the Section 6(e) Continuation Period in lieu of such continued coverage for the Section 6(d) Continuation Period, and (z) a payment on the Section 6(f) Payment Date equal to the excess of the amount of the payment under Section 6(e)(C)(3) over the amount of the payment under Section 6(d)(C)(3).

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(g) Payment of SERP Benefit . Capitalized terms used in this Section 6(g) but not defined herein shall have the meaning set forth in the SERP.

(A) Benefits Paid Beginning in 2008. In the event that the Executive’s retirement benefits under the SERP or the BRP become payable to the Executive (or to her beneficiary in the event of her death) in 2008, then such benefits will be paid in accordance with the terms of the existing SERP or BRP, as applicable, including any payment elections previously made by the Executive, subject to any changes to the payment rules und