Amendment to Employment Agreement

Section 3(b) by making an election, in a manner prescribed by the Company, on or before December 31 of the calendar year before the Contract Year begins (or such earlier date as may be necessary to comply with the applicable tax laws and regulations).

(ii)  Deferral Elections—Performance-Based Compensation .  For any incentive bonus compensation that qualifies as performance-based compensation under Treas. Reg. Section 1.409A-1(e) and is based upon a performance period of at least twelve (12) months, the Executive may make a deferral election at any time before the date that is six (6) months before the applicable performance period ends, but only if (i) the incentive bonus compensation is not readily ascertainable when the election is made and (ii) the service provider has performed services continuously from the later of the beginning of the performance period or the date the performance criteria are established.

(iii)  Amounts Subject to Section 162(m) .  If any amount of Base Salary, any amount payable under the Bonus Plan, or any other amount payable to the Executive is not currently deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), or like or successor provisions (a “Non-Deductible Amount”), the Company will defer payment of the Non-Deductible Amount until section 162(m) no longer applies to the Executive.  Any amounts so deferred will be credited to a bookkeeping account in the name of the Executive as of the date scheduled for payment (the “Deferred Compensation Account”).  The Deferred Compensation Account will be credited with interest as of each June 30 during the term of deferral, compounded annually, at an annual rate equal to the annual rate of interest announced by Citibank N.A. in New York, New York as its base rate in effect on such June 30, but limited to a maximum annual rate of 9%.

(iv)  Payment of Amounts Deferred and Vested On or Before December 31, 2004 .  Amounts credited to the Executive’s Deferred Compensation Account on or before December 31, 2004, and any subsequently credited interest, will be paid in cash to the Executive (or the Executive’s designated beneficiary if the Executive dies before payment)  subject to applicable withholding taxes.  The Company will choose the payment date, which will be no later than 90 days after Executive’s employment with the Company terminates, unless the Executive requests before terminating a later payment date or dates and the Company agrees to the request.

(v)  Payment of Amounts Deferred and Vested After December 31, 2004 .  Subject to Section 5(i), amounts credited to the Executive’s Deferred Compensation Account after December 31, 2004 will be paid to the Executive (or the Executive’s designated beneficiary if the Executive dies before payment), subject to applicable withholding taxes on, or as soon as practicable after, the date the Executive separates from service with the Company (as defined in Treas. Reg. section 1.409A-1(h)).  The Non-Deductible Amount will be paid at the earliest date at which the Company reasonably expects that the deduction will not be limited or eliminated by Code section 162(m).  The Company, in its sole discretion, may provide an investment facility for all or a portion of such deferred amounts, but is not required to do so.

2

(vi)  For purposes of clarity, the provisions of this Section 3(d) do not apply to the arrangement referred to in Section 3(e).

D.             Section 4(b) of the Agreement shall be amended by adding the following sentence to the end of such section:

Such reimbursement shall generally occur within seventy-five (75) days after the end of the calendar year of presentment, provided that such presentment occurs within ninety (90) days after the date the related expense were incurred.

E.               Section 5(a) of the Agreement shall be deleted and shall read in its entirety as follows:

(a)  Permanent Disability .  In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice).  In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled (i) to receive any amounts or benefits to which the Executive may otherwise have been entitled to hereunder prior to the effective date of termination; (ii) to be paid his Base Salary under Section 3(a) hereof for a period of two (2) years from the effective date of termination (the “Disability Continuation Period”); provided , however , that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall exceed payments, if any, to the Executive under pension or long-term disability plans of the Company ; and (iii) to receive bonus compensation during the Disability Continuation Period  at an annual rate equal to the average of actual bonuses paid or payable to Executive during the Term of Employment in accordance with Section 3(b) hereof, or, if no such bonus has been paid or is payable as of the date of such termination, at an annual rate equal to his Base Salary under Section 3(a) hereof (the “Calculated Bonus Rate”).    In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 5(i)). Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuati