SEPARATION AGREEMENT AND GENERAL RELEASE

1.

Termination by Mutual Agreement .

(a)

Executive and the Company mutually agree that as of April 13, 2007 (the “Separation Date”), the Executive’s employment by the Company will terminate for “Good Reason” by Executive (as such term is defined in the Employment Agreement), and Executive will cease to be the Chairman and a member of the Board of Directors of the Company.

(b)

Announcement Concerning Departure. The Company will release the announcement attached as Exhibit 2 regarding Executive’s departure from the Company on the Separation Date.

(a)

The Company will pay Executive the total amount of $1,716,000 (which equals two times Executive’s base salary of $650,000 and most recent bonus of $208,000) as follows: (i) $450,000 within 3 business days after

(b)

The Company will pay Executive on the payroll date coincident with or next following the Separation Date: (i) any accrued and unpaid base salary through the Separation Date; (ii) 4 weeks accrued vacation pay; and (iii) a lump sum payment equal to base salary otherwise payable to Executive had his employment not terminated on the Separation Date from the Separation Date through May 15, 2007, in consideration of Executive’s anticipated activities related to existing civil litigation involving a contractual dispute scheduled for trial commencing late April 2007. Executive will not be eligible to receive any bonus payment for 2007.

(c)

Executive will retain the right to exercise the 28,000 vested Stock Performance Rights (“SPRs”) granted to Executive on December 11, 2001, at an exercise price of $27.08, for 1 year after the Separation Date, pursuant to the terms of the SPRs and the Company’s Amended Stock Performance Plan. Payment will be made in a lump sum equal to the difference between the stock closing price on the date of exercise and the exercise price, less tax withholdings, as soon as practicable, but in any event no later than 30 days after Executive’s exercise of such SPRs.

(d)

(i) Executive will be eligible to continue group insurance coverage (medical, dental, vision, and life) under the terms of the applicable plans maintained by the Company, at Company expense, for Executive and his dependents, for 3 years after the Separation Date or, for Executive and his spouse Roberta Washlow, until they turn age 65, if later. Post 65 coverage will be pursuant to the Company’s retiree medical plan for executives. Any rights under COBRA will run concurrently with such coverage. During the 3 years after the Separation Date, the Company agrees not to materially reduce or eliminate the medical insurance coverage under the terms of the applicable plans maintained by the Company on the Separation Date, or in the event of such reduction or elimination, to reimburse Executive for the cost of obtaining similar medical coverage. During the 3 years after the Separation Date, the Company’s obligation with respect to life insurance will be to continue to pay the premiums on a $50,000 term life insurance policy on Executive, and Executive may designate the beneficiary. Commencing 3 years after the Separation Date, Executive will have any conversion rights provided under the policy through the insurer, and Executive will be solely responsible for any premium payments.

(e)

Within 30 days after the Separation Date, the Company will assign to Executive the ownership of a key man term life insurance policy on the life of Executive, Security-Connecticut Life Insurance Co. Policy No. SC2479793G, issued by ING on February 22, 2002, which has a face value of $5 million, and which has a guaranteed annual premium of $16,815 through February 22, 2012. Executive will be solely responsible for any premium payments due after the Separation Date.

(f)

In accordance with and subject to the terms of the Company’s 2004 Executive Deferral Plan, Executive will be entitled to distribution of his vested account balance calculated as of the close of business on the last day of the 6 month period following the Separation Date, and payable in a lump sum no later than 60 days after the last day of the 6 month period following the Separation Date.

(g)

In accordance with and subject to the terms of the Company’s Long-Term Capital Accumulation Plan (“LTCAP”), Executive’s 301 Shareholder Value Appreciation Rights (“SVARs”) will vest in full on the Separation Date, will be valued at $417,000, and will be payable as follows:

(i)

Within 3 business days after the Effective Date, Executive will receive from the Company a cash payment equal to fifty percent (50%) of the foregoing value of his vested SVARs;

(ii)

On each of the first and second anniversaries of the payment made under Section 2(g)(i) above, Executive will receive from the Company a cash payment equal to twenty-five percent (25%) of the foregoing value of his vested SVARs. No interest will be payable with respect to those amounts.

(h) 

In the event that a  " Sale of the Company " (as such term is defined in the LTCAP) occurs on or prior to December 31, 2008, the Company  will

(x)

The amount that Executive would have been paid under the LTCAP due to such Sale of the Company assuming that ( i ) Executive was still an active employee of the Company with 301 outstanding SVARs under the LTCAP at such time and ( ii ) Executive had not received any prior payment from the LTCAP; provided, however, Section 12(d)  of the LTCAP (which provides for allocating SVARs remaining available for award under the LTCAP to LTCAP participants who are then still active employees)  will  be inapplicable to Executive and  Executive will be ineligible to receive an allocation of any additional SVARs.      

(y)

The amount that Executive receives under the LTCAP due to the termination of  his  employment  as provided in Section 2 (g) of   this Agreement.

(z)

In the event that any payment (or portion thereof) under this Section  2(h) of this Agreement, as determined without regard to this clause (z), would be considered an “excess parachute payment” as determined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the amount of such payment  will be reduced (including to $0) until the payment (or any portion thereof) is no longer considered an “excess parachute payment” as determined under Section 280G of the Code.

3.

Executive Release.

(a)

Executive hereby RELEASES the Company, its past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, related companies, entities or divisions, its or their past and present employee benefit plans, trustees, fiduciaries and administrators, and any and all of its and their respective past and present officers, directors, owners, investors, partners, insurers, agents, attorneys, representatives, assigns and employees (collectively “Releasees”), from any and all claims, demands or causes of action which Executive, or Executive’s heirs, executors, administrators, beneficiaries, agents, attorneys, representatives or assigns (collectively “Releasors”), have, had or may have against the Releasees, based on any events or circumstances arising or occurring prior to and including the date of Executive’s execution of this Agreement to the fullest extent permitted by law, regardless of whether such claims are now known or are later discovered, including but not limited to any claims relating to Executive’s employment or termination of employment by the Company, and any rights of continued employment, reinstatement or reemployment by the Company (“Claims”), PROVIDED, HOWEVER, Executive is not waiving, releasing or giving up the right to enforce the terms of this Agreement or rights under benefit plans or agreements expressly preserved and provided herein, or any other rights which cannot be waived as a matter of law.

(b)

Executive agrees and acknowledges :

(i)

that this Agreement is intended to be a general release that extinguishes all Claims by Executive against the Company;

(ii)

that Executive is waiving any Claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Illinois Human Rights Act, and all other federal, state and local statutes, ordinances and common law, including but not limited to any and all Claims alleging personal injury, emotional distress and other torts, breach of contract, and breach of any public policy or legal duty or obligation of any sort, to the fullest extent permitted by law;

(iii)

that Executive is waiving all Claims against the Company, known or unknown, arising or occurring prior to and including the date of Executive’s execution of this Agreement;

(iv) 

that if Executive now has or ever had any kind of legal Claims whatsoever against the Company, Executive is giving them up forever by entering into this Agreement, even if Executive does not