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Employment Agreement - Williams Telecommunications Group Inc., The Williams Cos. Inc. and Roy A. Wilkens

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January 4, 1994



Mr. Roy A. Wilkens
WilTel
Tulsa, Oklahoma

Dear Roy:

For several years, the Company and those of its subsidiaries having separate
payrolls have paid to each of certain executives a payment in lieu of
perquisites, in addition to his or her base salary.  This "in-lieu" payment was
made separately from base pay and therefore was not included in the
determination of various benefits, including regular and supplemental pension
benefits and investment plan contributions.  Particularly in light of recent
changes in the tax laws, it no longer is desirable or useful to have separate
payments.  The Compensation Committee has therefore decided to discontinue
separate payments and effective January 1, 1994, the "in-lieu" payments will no
longer be made but as salaries for those executives who have been receiving
them will be increased by corresponding amounts.  Since the former "in-lieu"
payments will in the future be considered part of base salary, they will be
included in the determination of benefits.

The Employment Agreement among you, the Company and Williams Telecommunications
Group, Inc., dated as of January 1, 1990, and amended as of January 9, 1991
(the "Employment Agreement") provides for the making of "in-lieu" payments.
The purpose of this letter is to evidence your agreement to amending the
Employment Agreement effective as of January 1, 1994, by deleting Sections
4.01.2 and 4.01.2.1 thereof and by further deleting all other references to the
"In-Lieu Payment" wherever they appear.  In consideration for this amendment,
the amount of the Base Salary provided for in Section 4.01.1 of the Employment
Agreement, as in effect on January 1, 1994, prior to any increase that may be
made as a result of compensation actions approved by the Company's board of
directors at its meeting in January 1994, will be increased by the amount of
the In-Lieu Payment as in effect on December 31, 1993.

Please signify your concurrence with the amendment of the Employment Agreement
by signing and returning a copy of this letter

                                                            Very truly yours,

                                                            /s/ Keith E. Bailey

                                                            Keith E. Bailey


Accepted and agreed to this
11th day of January 1994

/s/ Roy A. Wilkens

Roy A. Wilkens
<PAGE>   2
January 9, 1991


Mr. Roy A. Wilkens
President
Williams Telecommunications Group
One Williams Center
Tulsa, Oklahoma 74174

Dear Roy:

As of  January 1, 1990, you, The Williams Companies, Inc. and Williams
Telecommunications Group entered into a certain Employment Agreement.  An error
has been discovered in paragraph 3.07.2 of such agreement which could result
under certain circumstances in your receiving smaller payments than intended.
As it therefore appears desirable to revise paragraph 3.07.2, upon your
acceptance of this letter, such paragraph will be deemed amended to read as
follows:

         3.07.2 Should it ultimately be determined that a termination by the
         Company pursuant to paragraph 3.03.1 hereof of paragraph 3.03.2 hereof
         was not justified, or that a termination by the Executive pursuant to
         paragraph 3.04.1 hereof was justified, then the termination will be
         deemed to have occurred under paragraph 3.03.3 hereof and the
         Executive will be entitled to retain all sums paid to the Executive
         pending the resolution of such dispute and to receive, in addition,
         the payments and benefits provided for in paragraph 3.03.3 hereof,
         plus interest at the rate provided in paragraph 3.07.1 hereof, from
         the Date of Termination to the Date of Resolution, and at the rate
         provided in subsection 6.02 hereof thereafter.

Except as herein amended, the above-mentioned Employment Agreement will remain
in full force and effect as written.

                                              Very truly yours,

                                              THE WILLIAMS COMPANIES, INC.

                                              By: /s/ Vernon T. Jones
                                                  -----------------------------
                                                  Vernon T. Jones


                                              WILLIAMS TELECOMMUNICATIONS GROUP

                                              By: /s/ Vernon T. Jones
                                                  -----------------------------
                                                  Vernon T. Jones

Accepted this the 9th day of
January, 1991.


/s/ Roy A. Wilkens
-----------------------------
Roy A. Wilkens
<PAGE>   3





                              EMPLOYMENT AGREEMENT



                          Dated as of January 1, 1990


                                     among


                          THE WILLIAMS COMPANIES, INC.


                                      and


                    WILLIAMS TELECOMMUNICATIONS GROUP, INC.


                                      and


                                 ROY A. WILKENS
<PAGE>   4
                               TABLE OF CONTENTS



                                                                                                
                          SECTION 1.  DEFINITIONS AND CONSTRUCTION

1.01             Definitions                                                                          1
1.02             Construction                                                                         5

                          SECTION 2.  DUTIES OF EXECUTIVE

2.01             Duties                                                                               6
2.02             Nature of Executive's Obligation                                                     6

                          SECTION 3.  TERM AND TERMINATION

3.01             Term                                                                                 6
3.02             Termination by Employer or Executive                                                 6
3.03             Termination by Employer                                                              6
3.04             Termination by the Executive                                                         7
3.05             Termination on Death of Executive                                                    8
3.06             Termination Upon Executive's Retirement                                              8
3.07             Disputed Termination                                                                 8
3.08             Employment Relationship                                                              9

                          SECTION 4.  COMPENSATION AND BENEFITS

4.01             Compensation and Benefits for Services                                               10
4.02             Continuation of Compensation and Benefits on Disability                              11
4.03             Payments Upon Executive's Death                                                      11
4.04             Payments Upon Breach of Constructive Breach of this Agreement                        12
4.05             Payment and Determination of Monetary Equivalent                                     14
4.06             Determination of EICP Awards                                                         15
4.07             Vested Incentive Awards and Benefits                                                 15
4.08             Continued Participation in Benefit Plans                                             15
4.09             Conflicts                                                                            15

                          SECTION 5.  CHANGE OF CONTROL

5.01             Effect of Change of Control on Stock Based Incentive Awards                          16
5.02             Establishment of Trust                                                               17
5.03             Tax Payments                                                                         17

<PAGE>   5

                                                                                                
                          SECTION 6.  MISCELLANEOUS

6.01             Executive's Attorney's Fees                                                          19
6.02             Obligation Unconditioned                                                             20
6.03             Successors and Assigns                                                               20
6.04             Notice                                                                               21
6.05             Amendments; Waiver                                                                   21
6.06             Prior Agreement                                                                      21
6.07             Governing Law                                                                        21
6.08             Severability                                                                         21
6.09             Confidential Information                                                             22
6.10             Derogatory Remarks                                                                   22
6.11             Files and Records                                                                    22
6.12             Cooperation in Litigation                                                            22
6.13             Survival of Certain Provisions                                                       22
6.14             Rights Exclusive                                                                     22
6.15             Consents                                                                             23

<PAGE>   6
                              EMPLOYMENT AGREEMENT

                 THIS AGREEMENT, effective as of the 1st day of January, 1990,
by and between The Williams Companies, Inc., a Delaware corporation, Williams
Telecommunications Group, Inc., a Delaware corporation having its principal
offices at One Williams Center, Tulsa, Oklahoma  74172, and Roy A. Wilkens (the
"Executive"):

                                  WITNESSETH:

                 WHEREAS, the Executive is presently the duly elected and
acting President of the Employer and, as such, is a key executive of the
Employer whose continued employment by the Employer is deemed important to the
Employer; and

                 WHEREAS, the Employer desires to retain the services of the
Executive under the terms and conditions hereinafter set forth:

                 NOW, THEREFORE, the parties agree as follows:

                   SECTION 1.  DEFINITIONS AND CONSTRUCTION.

                 1.01 Definitions.  In addition to the terms defined elsewhere
         herein, the following terms as used in this Agreement will have the
         following meanings when used with initial capital letters:

                          1.01.1 "Accounting Firm" means Ernst & Young unless
                 (i) a Gross-up Payment results from a Change of Control and
                 Ernst & Young has provided services for the Person or Persons
                 who caused or initiated the Change of Control, or an affiliate
                 of such Person or Persons, or (ii) Ernst & Young declines to
                 act as such, in either which event the Accounting Firm will be
                 another nationally-recognized firm or certified public
                 accountants jointly selected by the Employer and the
                 Executive.

                          1.01.2 "Act" means the Securities Exchange Act of
                            1934, as amended.

                          1.01.3 "Base Salary" will have the meaning assigned
                            in paragraph 4.01.1 hereof.

                          1.01.4 "Board" means the Company's Board of
                            Directors.

                          1.01.5 "Cause" means (i) willful failure by the
                 Executive substantially to perform the duties provided for
                 herein, other than any such failure resulting from a
                 Disability, or (ii) gross negligence or willful misconduct of
                 the Executive which results in a significantly adverse effect
                 upon the Company or the Employer, or (iii) willful violation
                 or disregard of the Code of Business Conduct or other
                 published policy of the Company or the Employer by the
                 Executive, or (iv) a Sale of a Business.

                          1.01.6 "Change of Control" means and will be deemed
                 to have occurred if (i) any Person, other than the Company or
                 a Related Party, is or becomes the "beneficial owner" (as
                 defined in Rule 13d-3 under the Act), directly or indirectly,
                 of securities of the Company representing twenty percent (20%)
                 or more of the total voting power of all the then outstanding
                 Voting Securities, or (ii) a Person, other than the Company or
                 a Related Party, purchases or otherwise acquires, under a
                 tender offer, securities representing, when combined with
                 other securities of the Company owned by such Person, twenty
                 percent (20%) or more of the total voting power of all the
                 then outstanding Voting Securities, or (iii) the individuals
                 (a) who as of the date hereof constitute the Board or (b) who
                 hereafter are elected to the Board and whose election, or
                 nomination for election, to the Board was approved by a vote
                 of at least two-thirds (2/3) of the directors then still in
                 office who either were directors as of the date hereof or
                 whose election or nomination for election





                                                                               1
<PAGE>   7
                 was previously so approved, cease for any reason to constitute
                 a majority of the members of the Board, or (iv) the
                 stockholders of the Company approve a merger, consolidation,
                 recapitalization or reorganization of the Company or an
                 acquisiton of securities or assets by the Company, or
                 consummation of any such transaction if stockholder approval
                 is not obtained (other than any such transaction which would
                 result in the Voting Securities outstanding immediately prior
                 thereto continuing to represent, either by remaining
                 outstanding or by being converted into voting securities of
                 the surviving entity, at least eighty percent (80%) of the
                 total voting power represented by the voting securities of the
                 surviving entity outstanding immediately after such
                 transaction and in or as a result of which the voting rights
                 of each Voting Security relative to the voting rights of all
                 other Voting Securities are not altered), or (v) the
                 stockholders of the Company approve a plan of complete
                 liquidation of the Company or an agreement for the sale or
                 disposition by the Company of all or substantially all the
                 Company's assets, other than any such transaction which would
                 result in a Related Party owning or acquiring more than fifty
                 percent (50%) of the assets owned by the Company immediately
                 prior to the transaction, or (vi) the Board or the Committee
                 adopts a resolution to the effect that a Change of Control has
                 occurred or adopts a resolution to the effect that a Potential
                 Change of Control has arisen and the transaction giving rise
                 to such resolution has been thereafter approved by the
                 stockholders of the Company or been consummated if such
                 approval is not sought.

                          1.01.7 "Change of Control Price" means, with respect
                 to a share of the Company's common stock, the higher of (i)
                 the arithmetic average of the high and the low selling prices
                 of such stock on the New York Stock Exchange during the thirty
                 (30) calendar days preceding a Change of Control or (ii) the
                 highest price paid or offered in a transaction which either
                 (a) results in a Change in Control or (b) would be consummated
                 but for another transaction which results in a Change of
                 Control and, if it were consummated, would result in a Change
                 of Control.  With respect to clause (ii) in the preceding
                 sentence, the "price paid or offered" will be equal to the sum
                 of (i) the face amount of any portion of the consideration
                 consisting of cash or cash equivalents and (ii) the fair
                 market value of any portion of the consideration consisting of
                 real or personal property other than cash or cash equivalents,
                 as established by an independent appraiser jointly selected by
                 the parties at the sole cost of the Company.

                          1.01.8 "Code" means the Internal Revenue Code of
                            1986, as amended.

                          1.01.9 "Code of Business Conduct" means the Company's
                 Code of Business Conduct, as amended from time to time by the
                 Board prior to a Change of Control or a Potential Change of
                 Control unless such Potential Change of Control is no longer
                 continuing.

                          1.01.10 "Committee" means a committee of the Board
                 properly exercising, with respect to this Agreement or any of
                 the Incentive Plans, powers assigned under the terms of any
                 applicable plan document or powers of the Board duly delegated
                 by the Board.

                          1.01.11 "Company" means The Williams Companies, and
                 any successor to its business and/or assets which executes and
                 delivers the agreement provided for in subsection 6.03 hereof
                 or which otherwise becomes bound by all the terms and
                 provisions of this Agreement by operation of law.

                          1.01.12 "Date of Resolution" will have the meaning
                 assigned in paragraph 3.07.4 hereof.

                          1.01.13 "Date of Termination" means the date of
                 termination of this Agreement as specified in the provision of
                 this Agreement pursuant to which termination is to be
                 effected.


                                                                               2
<PAGE>   8
                          1.01.14 "Disability" means a physical or mental
                 incapacity of the Executive which substantially prevents the
                 Executive, after reasonable accommodation, from performing the
                 essential functions of the duties provided for in this
                 Agreement on a full-time basis for a period of six (6)
                 calendar months out of any twelve (12) consecutive calendar
                 month period and which could reasonably be expected to
                 continue for a period of at least eighteen (18) months
                 following such twelve (12) month period.

                          1.01.15 "EICP" means the Company's Executive
                 Incentive Compensation Plan or any successor plan providing
                 substantially equivalent or better benefits.

                          1.01.16 "Employer" means Williams Telecommunications
                 Group, Inc. and any successor to its business and/or assets
                 which executes and delivers the agreement provided for in
                 subsection 6.03 hereof or which otherwise becomes bound by all
                 the terms and provisions of this Agreement by operation of
                 law.

                          1.01.17 "Excise Tax" will have the meaning assigned
                 in subsection 5.03 hereof.

                          1.01.18 "Good Reason" means, except in connection
                 with a permitted termination of this Agreement by the Company
                 or the Employer, or unless the Executive has consented
                 thereto, (i) a material change in the Executive's duties
                 provided for herein, unless associated with a bona fide
                 promotion of the Executive and a commensurate increase in the
                 Executive's compensation, in which case the Executive will be
                 deemed to consent, or (ii) a significant reduction in the
                 authority and responsibility assigned to the Executive, or
                 (iii) the removal of the Executive from or failure to reelect
                 the Executive to the office specified in subsection 2.01
                 hereof, unless associated with a bona fide promotion of the
                 Executive and a commensurate increase in the Executive's
                 compensation or in connection with the election of the
                 Executive to the corresponding office of another majority
                 owned subsidiary of the Company, in each which case the
                 Executive will be deemed to consent, or (iv) a reduction by
                 the Employer of the Base Salary or In-Lieu Payment below the
                 amount provided in, respectively, paragraph 4.01.1 or 4.01.2
                 hereof, as the same may be increased from time to time, or (v)
                 except in relation to a wage freeze applicable to all
                 employees of the Employer, a failure by the Company to approve
                 or the Employer to make an increase in the Base Salary or
                 In-Lieu Payment each year this Agreement continues in effect,
                 in accordance with, respectively, paragraph 4.01.1 or 4.01.2
                 hereof, or (vi) termination of any of the Incentive Plans,
                 unless such plan is replaced by a successor plan providing
                 incentive opportunities at least as favorable to the Executive
                 as those provided in the plan being terminated, or (vii)
                 amendment of any of the Incentive Plans so as to provide for
                 incentive opportunities less favorable to the Executive than
                 those provided in the plan being amended, or (viii) failure by
                 the Company to continue the Executive as a participant in any
                 of the Incentive Plans in which the Executive is now or
                 hereafter becomes a participant on a basis comparable to the
                 basis on which other senior executives of the Company or its
                 subsidiaries participate in such plan, or (ix) except in
                 relation to a wage freeze applicable to all employees of the
                 Employer or the Company, modification of the administration of
                 any of the Incentive Plans so as to adversely affect the level
                 of awards actually received by the Executive, or (x) failure
                 of the Company to grant to the Executive awards under the EICP
                 on the basis provided in the first sentence of subsection 4.06
                 hereof (disregarding the first proviso in such sentence) or
                 under any of the other Incentive Plans at comparable levels,
                 or (xi) the relocation of the Employer's principal executive
                 offices to a location more than 35 miles from Tulsa, Oklahoma
                 or (xii) a requirement by the Employer or the Company that the
                 Executive be based anywhere other than the Employer's
                 principal executive offices, except for travel on the
                 Employer's business reasonably required by the Executive's
                 duties contemplated hereby, unless associated with a bona fide
                 promotion of the Executive and a commensurate increase in the
                 Executive's compensation or in connection with the election of
                 the Executive to the office of another majority owned
                 subsidiary of the Company corresponding to that





                                                                               3
<PAGE>   9
                 specified in subsection 2.01 hereof, in each which case the
                 Executive will be deemed to consent, or (xiii) in the event of
                 a relocation of the Employer's principal executive offices or
                 a change in the location at which the Executive is based, in
                 either case on a basis permitted hereunder, the failure by the
                 Employer to pay (or reimburse the Executive for) all
                 reasonable moving expenses (including interest equalization
                 expenses under the Company's current interest equalization
                 plan and any excise or income taxes resulting from any
                 payments made in connection with any such relocation or change
                 of location) incurred by or for the account of the Executive
                 relating to a resulting change of the Executive's principal
                 residence, and to an extent at least as favorable to the
                 Executive as provided by the current policy of the Company
                 with respect to senior executive employee relocations, to
                 indemnify the Executive against the amount, if any, by which
                 the net proceeds realized in the sale of the Executive's
                 principal residence in connection with any such change of
                 residence are less than the Executive's tax basis in such
                 residence, or (xiv) the failure of the Employer to provide the
                 Executive with other benefits (including but not limited to
                 vacations and benefits under the SRP) which, when taken as a
                 whole, are substantially as favorable to the Executive as
                 those currently provided to senior executive employees of the
                 Company or its subsidiaries generally or to pay the Executive
                 the monetary equivalent thereof, or (xv) the failure of the
                 Company to establish the trust provided for in subsection 5.02
                 hereof or after establishment of such trust, the revocation of
                 the same by the Company or the failure of the Company to fund
                 and maintain the funding of such trust as required by
                 subsection 5.02 hereof.

                          1.01.19 "Gross-up Payment" will have the meaning
                            assigned in subsection 5.03 hereof.

                          1.01.20 "Incentive Plan" means any of the Company's
                 Stock Option Plans, Restricted Stock Plan, EICP, sales
                 incentive plans or other incentive plans in existence now or
                 immediately prior to a Change of Control or any additional or
                 successor plans providing substantially equivalent or better
                 incentive opportunities.

                          1.01.21 "In-Lieu Payment" means an amount of money to
                 be paid to the Executive in lieu of certain perquisites
                 pursuant to paragraph 4.01.2 hereof.

                          1.01.22 "IRS" means the Internal Revenue Service.

                          1.01.23 "Minimum Increase" will have the meaning
                            assigned in paragraph 4.01.1 hereof.

                          1.01.24 "Normal Retirement Date" means the date the
                 Executive is eligible to take normal retirement under the
                 Pension Plan.

                          1.01.25 "Notice of Termination" means a written
                 notice given by one of the parties of this Agreement to the
                 other parties pursuant to a provision hereof to terminate this
                 Agreement and setting forth the provision of this Agreement
                 under which such notice is given, the Date of Termination and
                 such other information as may be required by the provision of
                 this Agreement under which such notice is given.

                          1.01.26 "Pension Plan" means the Company's
                 Consolidated Pension Plan or any successor plan providing
                 comparable benefits.

                          1.01.27 "Person" will have the meaning assigned in
                            the Act.

                          1.01.28 "Potential Change of Control" means and will
                 be deemed to have arisen if (i) the Company enters into an
                 agreement, the consummation of which would result in the
                 occurrence of a Change of Control, or (ii) any Person
                 (including the Company) publicly





                                                                               4
<PAGE>   10
                 announces an intention to take or consider taking actions
                 which if consummated would constitute a Change of Control, or
                 (iii) any Person, other than a Related Party, files with the
                 Securities and Exchange Commission a Schedule 13D pursuant to
                 Rule 13d-1under the Act with respect to Voting Securities, or
                 (iv) any Person, other than the Company or a Related Party,
                 files with the Federal Trade Commission a notification and
                 report form pursuant to the Hart-Scott-Rodino Antitrust
                 Improvements Act of 1976 with respect to any Voting Securities
                 or any assets of the Company or its subsidiaries, or (v) the
                 Board or the Committee adopts a resolution to the effect that,
                 for purposes of this Agreement, a Potential Change of Control
                 has arisen.  A Potential Change of Control will be deemed to
                 continue (i) with respect to an agreement within the purview
                 of clause (i) of the preceding sentence, until the agreement
                 is cancelled or terminated, or (ii) with respect to an
                 announcement within the purview of clause (ii) of the
                 preceding sentence, until the Person making the announcement
                 publicly abandons the stated intention or fails to act on such
                 intention for a period of twelve (12) calendar months, or
                 (iii) with respect to either the filing of a Schedule 13D
                 within the purview of clause (iii) of the preceding sentence
                 or the filing of a notification and report form within the
                 purview of clause (iv) of the preceding sentence with respect
                 to Voting Securities , until the Person involved publicly
                 announces that its ownership or acquisition of the Voting
                 Securities is for investment purposes only and not for the
                 purpose of seeking a Change of Control of such Person disposes
                 of the Voting Securities, or (iv) with respect to any
                 Potential Change of Control, until a Change of Control has
                 occurred or the Board or the Committee, on reasonable belief
                 after due investigation, adopts a resolution that the
                 Potential Change of Control has ceased to exist.

                          1.01.29 "Related Party" means (i) a majority owned
                 subsidiary of the Company, or (ii) an employee or group or
                 employees of the Company or any majority owned subsidiary of
                 the Company, or (iii) a trustee or other fiduciary holding
                 securities under an employee benefit plan of the company or
                 any majority owned subsidiary of the Company, or (iv) a
                 corporation owned directly or indirectly by the stockholders
                 of the Company in substantially the same proportion as their
                 ownership of stock of the Company.

                          1.01.30 "Rule 16b-3" means Rule 16b-3 promulgated by
                 the Securities and Exchange Commission under the Act and
                 codified at 17 CFR Section 240.16b-3, as such rule may be
                 amended or renumbered from time to time, or any successor
                 rule.

                          1.01.31 "Sale of a Business" means the sale or other
                 disposition by the Company or the Employer to any Person,
                 other than the Company or a Related Party (except an employee
                 or group of employees of the Company or a majority owned
                 subsidiary of the Company), of a branch, division, subsidiary
                 or other business unit (or all or substantially all of the
                 assets thereof) in which the Executive was employed prior to
                 such sale or disposition, provided the Executive is offered an
                 employment agreement by the acquiror of such branch, division,
                 subsidiary, business unit or assets containing substantially
                 the same terms and conditions provided in this Agreement.

                          1.01.32  "SRP" means the Company's Supplemental
                 Retirement Plan or any successor plan providing substantially
                 equivalent or better benefits

                          1.01.33 "Underpayment" will have the meaning assigned
                 in paragraph 5.03.1 hereof.

                          1.01.34 "Voting Securities" means any securities of
                 the Company which carry the right to vote generally in the
                 election of directors.

                 1.02 Construction.  For purposes of this Agreement, the
following rules of construction will apply:


                                                                               5
<PAGE>   11
                          1.02.1 No act or failure to act on the Executive's
                 part will be considered "willful" unless done or omitted to be
                 done by the Executive not in good faith and without reasonable
                 belief that such act or omission was in the best interest of
                 the Employer and the Company.

                          1.02.2  The word "or" is disjunctive but not
                            necessarily exclusive.

                          1.02.3  Words in the singular include the plural;
                 words in the plural include the singular; and words in the
                 neuter gender include the masculine and feminine genders and
                 words in the masculine or feminine gender include the other
                 and neuter genders.

                        SECTION 2.  DUTIES OF EXECUTIVE.

                 2.01 Duties.  The Employer will employe the Executive as its
         President to perform the duties provided in or contemplated by the
         By-laws of the Employer and customarily assigned to such office and
         such other general executive duties, not inconsistent with such
         office, as the Board of Directors of the Employer, the Board or any
         officer of the Employer to whom the Executive reports may from time to
         time assign to the Executive and will elect or reelect the Executive
         to such office so long as this Agreement continues in effect.  The
         Executive acknowledges that the office (or offices) or position for
         which he is employed under this Agreement constitutes a "bona fide
         executive position" as such term is used in Section 12(c) of the Age
         Discrimination in Employment Act, as amended (29 USC Section 631(c)).

                 2.02 Nature of Executive's Obligation.  The Executive will,
         during the term of this Agreement, perform the foregoing duties to the
         best of his ability and will devote all time and attention reasonably
         necessary to carry out such duties and will in good faith strive to
         serve the best interests of the Employer and the Company.

                       SECTION 3.  TERM AND TERMINATION.

                 3.01 Term.  This Agreement will become effective as of the
         date first above written and unless terminated as hereinafter
         provided, will remain in effect for a term consisting of a continuous
         thirty (30) calendar month period, renewing monthly.  In no event,
         however, will this Agreement continue in effect beyond the Normal
         Retirement Date.

                 3.02 Termination by Employer or Executive.  This Agreement may
         be terminated by the Employer or the Executives as of the end of any
         thirty (30) calendar month period, by delivery to the other parties
         hereto of a Notice of Termination at least thirty (30) calendar months
         prior to the Date of Termination.  Upon such termination, except to
         the extent otherwise expressly provided in the plan documents
         governing any particular benefit, the Executive will be entitled to
         receive, without duplication, (i) such compensation and benefits
         provided for in paragraphs 4.01.1,4.01.2 and 4.01.4 hereof which are
         accrued as of the Date of Termination, and (ii) any payments or
         distributions which may be required under subsection 4.07 hereof.

                 3.03 Termination by the Employer.

                          3.03.1 In the event of a Disability, the Employer may
                 give written notice to the Executive of its intention to
                 terminate this Agreement.  If the Executive fails to return to
                 work on a full-time basis within thirty (30) days from the
                 date of such notice, the Employer may terminate this Agreement
                 at any time after such thirty (30) day period by giving the
                 Executive Notice of Termination.  Upon termination of this
                 Agreement, under this paragraph 3.03.1, the Executive will be
                 entitled to receive, without duplication, (i) the compensation
                 and benefits provided in subsection 4.02 hereof, and (ii) any
                 long-term disability or other benefits then regularly provided
                 by the Employer or the Company to disabled employees of the
                 Company or its subsidiaries.





                                                                               6
<PAGE>   12
                          3.03.2 This Agreement may be terminated at any time
                 by the Employer for Cause; provided that (except in connection
                 with a Sale of a Business) there has been adopted in good
                 faith by at least a majority of the nonemployee members of the
                 Board at a meeting called for that purpose, notice of which,
                 setting forth in reasonable detail the acts or omissions
                 alleged to constitute Cause, was provided to the Executive at
                 least thirty (30) days prior thereto, and at which the
                 Executive was given the opportunity to be represented by
                 counsel and to present evidence and argument as to why Cause
                 does not exist, and concurred in or ratified by the Board of
                 Directors of the Employer, a resolution finding that Cause
                 exists and directing the termination of this Agreement.
                 Termination of this Agreement under this paragraph 3.03.2 will
                 be effective upon delivery to the Executive of a Notice of
                 Termination.  In connection with a termination for Cause,
                 other than a Sale of a Business, a copy of the resolution
                 required by the first sentence of this paragraph 3.03.2 will
                 constitute such Notice of Termination.  Upon such termination,
                 except to the extent otherwise expressly provided in the plan
                 documents governing any particular benefit or in subsection
                 3.07 hereof, the Executive will be entitled to receive,
                 without duplication, (i) such compensation and benefits
                 provided for in paragraphs 4.01.1, 4.01.2 and 4.01.4 hereof
                 which are accrued as of the Date of Termination, and (ii) any
                 payments or distributions which may be required under
                 subsection 4.07 hereof.

                          3.03.3 This Agreement may be terminated at any time
                 by the Employer without liability to the Executive other than
                 for compensation provided for in paragraphs 4.01.1 and 4.01.2
                 hereof which is accrued as of the Date of Termination,
                 provided that the Executive is offered employment by another
                 majority owned subsidiary of the Company on terms
                 substantially the same as those provided herein and in a
                 position with such other subsidiary corresponding to that
                 specified in subsection 2.01 hereof.

                          3.03.4 Except as otherwise provided in this
                 subsection 3.03, the Employer may terminate this Agreement at
                 any time in any otherwise lawful manner by giving thirty (30)
                 days' Notice of Termination to the Executive; provided,
                 however, that such termination will be deemed to constitute a
                 breach of this Agreement and will entitle the Executive to
                 receive, as liquidated damages, the payments and benefits
                 provided for in subsection 4.04 hereof.  The Employer and the
                 Company otherwise waive all rights which either of them may
                 now have or may hereafter be conferred upon either of them, by
                 statute or otherwise, to terminate, cancel or rescind this
                 Agreement, in whole or on part.

                                  3.03.4.1 If the Executive is eligible under
                          the terms of the Pension Plan for "early retirement,"
                          as such term is used in the Pension Plan, the
                          Executive may elect such "early retirement" in
                          connection with a termination of this Agreement under
                          this paragraph 3.03.4 without prejudice to the
                          Executive's entitlement to any payments and benefits
                          provided for under subsection 4.04 hereof.

                 3.04 Termination by the Executive.

                          3.04.1 The Executive may terminate this Agreement at
                 any time by giving Notice of Termination to the Employer in
                 the event of a breach or a constructive breach of this
                 Agreement by the Employer or the Company; provided, that if
                 the asserted breach or constructive breach results from the
                 existence of Good Reason, this Agreement will not terminate if
                 the Company or the Employer, as the case may be, within ten
                 (10) business days after the giving of the Notice of
                 Termination, cures the breach or constructive breach by
                 eliminating the condition or event constituting Good Reason
                 without cost, loss or detriment to the Executive.  Such Notice
                 of Termination will set forth in reasonable detail the facts
                 and circumstances claimed by the Executive to constitute the
                 breach or constructive breach giving rise to the Executive's
                 right of termination.  Upon termination of this Agreement
                 under this paragraph 3.04.1, the Executive will be entitled to
                 receive, as liquidated damages, the payments and benefits
                 provided for in subsection 4.04 hereof.





                                                                               7
<PAGE>   13
                                  3.04.1.1 Without limiting the facts and 
                          circumstances that may otherwise constitute a breach
                          or constructive breach of this Agreement, the
                          existence of Good Reason will constitute a
                          constructive breach of this Agreement by the Employer
                          or the Company, provided that in no event will those
                          facts and circumstances identified in clauses (v),
                          (vi), (vii), (viii), (ix), (x), (xi) and (xv) of the
                          definition of Good Reason in paragraph 1.01.18 hereof
                          constitute a breach or constructive breach of this
                          Agreement by the Employer or the Company unless and
                          until a Change of Control has occurred or a 
                          Potential Change of Control has arisen and is 
                          continuing.

                                  3.04.1.2 If the Executive is eligible under
                          the terms of the Pension Plan for "early retirement,"
                          as such term is used in the Pension Plan, the
                          Executive may elect such "early retirement" in
                          connection with a termination of this Agreement under
                          this paragraph 3.04.1 without prejudice to the
                          Executive's entitlement to any payments and benefits
                          provided for under subsection 4.04 hereof.

                          3.04.2 Except as otherwise provided in paragraph
                 3.04.1 hereof, this Agreement may be terminated by the
                 Executive at any time by giving thirty (30) days' Notice of
                 Termination to the Employer; provided, however, that such
                 termination will be deemed to constitute a breach of this
                 Agreement by the Executive.  Upon such termination, except to
                 the extent otherwise expressly provided in the plan documents
                 governing any particular benefit or in subsection 3.07 hereof,
                 the Executive will be entitled to receive without duplication,
                 (i) such compensation and benefits provided for in paragraphs
                 4.01.1, 4.01.2 and 4.01.4 hereof which are accrued as of the
                 Date of Termination and (ii) any payments or distributions
                 which may be required under subsection 4.07 hereof.

                 3.05 Termination on Death of Executive.  Upon the death of the
         Executive, this Agreement will terminate without notice or other
         action by the Employer or the Company.  Upon such termination, the
         Employer will pay or cause to be paid to the Executive's named
         beneficiary or beneficiaries (or if none or none survives the
         Executive or all such beneficiaries are disqualified, then to the
         Executive's personal representative) or if the plan documents relating
         to any such benefits provide for payment to other designated Persons,
         then to such Persons, without duplication, (i) the compensation, and
         the Employer or the Company will provide to such Persons the benefits,
         provided in subsections 4.03 and 4.07 hereof, and (ii) any death or
         other benefits then regularly provided by the Employer or the Company
         with respect to deceased employees of the Company or its subsidiaries.

                 3.06 Termination upon Executive's Retirement.  This Agreement
         will automatically terminate upon the Executive's retirement under the
         Pension Plan.  Unless such retirement is prior to the Normal
         Retirement Date and is elected by the Executive in connection with a
         termination of this Agreement pursuant to paragraphs 3.03.4 or 3.04.1
         hereof, the Executive will, in the event of termination under this
         subsection 3.06, be entitled to receive, without duplication, (i) such
         compensation and benefits provided for in paragraphs 4.01.1, 4.01.2
         and 4.01.4 hereof which are accrued as of the Date of Termination,
         (ii) such additional payments and benefits as may be provided for in
         the Pension Plan and other benefit plans applicable generally to
         retired senior executives of the Company and its subsidiaries
         (including, but not limited to, the SRP and the Incentive Plans) and,
         if participation therein is optional on the part of the employee, in
         which the Executive has elected to participate, and (iii) any payments
         or distributions which may be required under subsection 4.07 hereof.

                 3.07 Disputed Termination.  In the event Notice of Termination
         is given by the Employer pursuant to paragraph 3.03.1 hereof or
         paragraph 3.03.2 hereof or by the Executive pursuant to  paragraph
         3.04.1 hereof and within thirty (30) days after the Notice of
         Termination is given the party receiving such Notice of Termination
         notifies the other party that a dispute exists concerning the basis
         for the termination, then pending the resolution of any such dispute
         the Executive will





                                                                               8
<PAGE>   14
         be excused from performing the duties contemplated hereby but the
         Employer will continue to pay the Executive the compensation provided
         for in paragraphs 4.01.1, 4.01.2 and 4.01.3 hereof, and the Employer
         or the Company will provide the Executive the same or substantially
         comparable benefits as provided in paragraph 4.01.4 hereof, as the
         Executive was paid and provided immediately prior to the delivery of
         the Notice of Termination.

                          3.07.1 If a termination by the Employer pursuant to
                 paragraph 3.03.1 hereof or paragraph 3.03.2 hereof is
                 challenged by the Executive and the termination is ultimately
                 determined to be justified, or a termination by the Executive
                 pursuant to paragraph 3.04.1 hereof is challenged by the
                 Employer and the termination is ultimately determined to be
                 not justified, then all sums paid by the Employer or the
                 Company to the Executive pursuant to this subsection 3.07,
                 plus the actual, out-of-pocket cost to the Employer or the
                 Company to provide the Executive such benefits (except with
                 respect to any such benefits to which the Executive would have
                 been entitled without regard to this Agreement) from the Date
                 of Termination to the Date of Resolution, will be promptly
                 repaid by the Executive to the Employer or the Company, as the
                 case may be, with interest at the rate charged from time to
                 time by Citibank, N.A., New York City, to its most favored
                 commercial customers, compounded annually, or, in the case of
                 a termination pursuant to paragraph 3.03.1 hereof, credited,
                 without interest, against the payments due to the Executive
                 under subsection 4.02 hereof.

                          3.07.2 Should it ultimately be determined that a
                 termination by the Employer pursuant to paragraph 3.03.1
                 hereof or paragraph 3.03.2 hereof was not justified, or that a
                 termination by the Executive pursuant to paragraph 3.04.1
                 hereof was justified, then the Executive will be entitled to
                 retain all sums paid to the Executive pending the resolution
                 of such dispute and to receive, in addition, the payments and
                 other benefits provided for in paragraph 3.03.1, paragraph
                 3.03.2 or paragraph 3.04.1 hereof, as applicable, plus
                 interest at the rate provided in paragraph 3.07.1 hereof, from
                 the Date of Termination to the Date of Resolution and at the
                 rate provided in subsection 6.02 hereof thereafter.

                          3.07.3 In the event of a termination of this
                 Agreement under paragraph 3.03.1 hereof is challenged by the
                 Executive pursuant to this subsection 3.07, each of the
                 parties will select a physician legally licensed to practice
                 and practicing within the health care field relevant to the
                 claimed Disability who will examine the Executive and opine as
                 to whether the claimed Disability exists and did exist and
                 could reasonably be expected to exist for the period required
                 by paragraph 3.03.1 hereof.  If such physicians are unable to
                 agree, they will select a third physician similarly qualified
                 who will examine the Executive and opine as to whether the
                 claimed Disability exists and existed and could reasonably be
                 expected to exist for such required period.  The determination
                 of such third physician will be binding on the parties.  The
                 cost of the examinations under this paragraph 3.07.3,
                 including without limitation the fees and expenses of the
                 physicians, will be borne solely by the Employer and be paid
                 as incurred.

                          3.07.4 For purposes of this Agreement, the effective
                 date of resolution of a dispute ("Date of Resolution") will be
                 deemed to occur when such dispute is finally settled by mutual
                 written agreement of the parties, upon entry of a final,
                 non-appealable judgment, order or decree of a court of
                 competent jurisdiction, upon conclusion of such alternate
                 dispute resolution proceeding as the parties may agree to
                 employ in lieu of litigation or, if applicable, upon a final
                 determination under paragraph 3.07.3 hereof.  Without limiting
                 the generality of Section 6.01 hereof, all costs, including
                 without limitation reasonable attorneys' fees, incurred by
                 either of the parties in resolving such dispute will be borne
                 solely by the Employer and be paid as incurred.

                 3.08 Employment Relationship.  As contemplated by the parties,
         the employment relationship between the Executive and the Employer is
         dependent on and arises out of this





                                                                               9
<PAGE>   15
         Agreement and the parties intend that such relationship cease on the
         Date of Termination.  In the event any valid and applicable law or
         regulation requires that the Executive and the Employer establish or
         maintain such a relationship notwithstanding the termination of this
         Agreement, (i) such relationship will, except as required by such law
         or regulation, be deemed to be terminable-at-will, (ii) the Executive
         will not be entitled to and will be deemed to have waived any rights
         or remedies provided under this Agreement, and (iii) except as
         provided in Section 6 hereof, none of the terms or provisions of this
         Agreement will apply to such relationship.

                     SECTION 4.  COMPENSATION AND BENEFITS.

                 4.01 Compensation and Benefits For Services.  While this
         Agreement continues in effect, the Employer or the Company as
         specified, will pay to the Executive, as reasonable compensation for
         the services to be rendered by the Executive as contemplated herein,
         the following:

                          4.01.1 The Employer will pay to the Executive (less
                 any taxes required to be withheld) an annual base salary (the
                 "Base Salary") which will be payable in twenty-four (24)
                 semi-monthly installments.  From the date of this Agreement
                 until January 1, 1991, the Base Salary, on an annualized
                 basis, will be $230,000.  On January 1, 1991, and on January 1
                 of each calendar year thereafter, the Base Salary will be
                 increased at least by an amount (the "Minimum Increase")
                 equal, on a percentage basis, to the increase in the Consumer
                 Price Index (1982-1984=100), as published by the Bureau of
                 Labor Statistics, for the geographical area in which the
                 Executive is principally located, for the calendar year in
                 which such increase is to be effective over such index for the
                 preceding calendar year.  The Base Salary will also be
                 increased in an amount commensurate with any increase in
                 responsiblities and authority upon any promotion of the
                 Executive and in no event will the Base Salary, as from time
                 to time increased, be reduced without the consent of the
                 Executive.

                                  4.01.1.1 For the purpose of calculating the
                          Minimun Increase on January 1 of any year, the
                          increase in the Consumer Price Index will be
                          estimated and at such time as the actual increase, if
                          any, in the Consumer Price is know, the Minimum
                          Increase will be adjusted, up or down, in proportion
                          to any such actual increase in the Consumer Price
                          Index, but not below zero.  If the actual increase in
                          the Base Salary is less than the adjusted Minimum
                          Increase, the Base Salary will be further increased
                          such that the aggregate increase in the Base Salary
                          is at least equal to the adjusted Minimum Increase.
                          Any such adjustment to the increase in the Base
                          Salary will be effective retroactively to January 1
                          of the year concerned and the amount of the
                          additional increase accrued to the date such
                          determination is made will be paid to the Executive
                          in a lump sum on the next regular pay day.

                                  4.01.1.2 Notwithstanding anything to the
                          contrary in this paragraph 4.01.1 unless and until
                          (i) a Change of Control occurs or (ii) a Potential
                          Change of Control arises and is continuing, the
                          Employer may, but is not obligated to, increase the
                          Base Salary and the amount of any such increase will
                          be within the sole discretion of the Board or the
                          Committee.

                          4.01.2 The Employer will pay to the Executive, in
                 semi-monthly installments, (less any taxes required to be
                 withheld) the In-Lieu Payment.  From the date of this
                 Agreement until January 1, 1991, the In-Lieu Payment, on an
                 annualized basis, will be equal to $25,350.  On January 1,
                 1991, and on January 1 of each calendar year thereafter, the
                 In-Lieu Payment will be increased on the same basis as provided
                 in paragraph 4.01.1 hereof with respect to the Base Salary.
                 The In-Lieu Payment will also be increased in an amount
                 commensurate with any promotion of the Executive and in no
                 event will the In-Lieu Payment, as from time to time increased,
                 be reduced without the consent of the Executive.


                                                                              10
<PAGE>   16
                                  4.01.2.1 Notwithstanding anything to the
                          contrary in this subparagraph 4.01.2, unless and
                          until (i) a Change of Control occurs or (ii) a
                          Potential Change of Control arises and is continuing,
                          the Employer may, but is not obligated to, increase
                          the In-Lieu Payment and the amount of any such
                          increase will be within the sole discretion of the
                          Board or the Committee.

                          4.01.3 Unless explicitly contrary to the terms of an
                 applicable plan document, as a key employee of the Employer,
                 the Executive will participate in, and the Company will grant
                 to and pay or deliver, cash and stock awards (less any taxes
                 required to be withheld) to the Executive as permitted by,
                 each of the Incentive Plans on a comparable basis as other
                 senior executives of the Company or its subsidiaries, provided
                 that, unless and until (i) a Change of Control occurs or (ii)
                 a Potential Change of Control arises and is continuing, the
                 making of any award under any such plan and the amount of any
                 award made will be withing the sole discretion of the Board or
                 the Committee.

                          4.01.4 The Executive will be entitled to participate
                 in the Pension Plan and any other defined benefit plan, any
                 defined contribution plan, any employee welfare benefit plan,
                 the SRP and any other supplemental or excess pension plan and
                 any other benefit plan, sponsored by the Employer or the
                 Company, whether currently in existence or hereafter adopted,
                 and to have the use of facilities of the Employer or the
                 Company, on terms generally available to other senior
                 executives of the Company or its subsidiaries.

                                  4.01.5 During the term of this Agreement, the
                          Employer will pay or reimburse the Executive for all
                          reasonable travel and other expenses incurred by the
                          Executive in performing the duties provided for or
                          contemplated in subsection 2.01 hereof and will
                          furnish the Executive with such secretarial, office
                          or other assistance and accommodations as may be
                          suitable to the character of the Executive's position
                          and reasonably necessary or appropriate for the
                          performance of such duties.

                 4.02 Continuation of Compensation and Benefits on Disability.
         Subject to subsection 4.06 hereof (disregarding the first proviso in
         the first sentence on such subsection), in the event this Agreement is
         terminated by the Employer pursuant to paragraph 3.03.1 hereof, the
         Employer will pay the compensation, and the Employer or the Company
         will, without cost to the Executive other than normal employee
         contributions required under the applicable plan document as in effect
         on the Date of Termination, make available the benefits )or the
         Employer will pay the monetary equivalent thereof), provided in
         subsection 4.01 hereof to the Executive (less any taxes required to be
         withheld) for a period of twelve (12) months following the Date of
         Termination, provided that the Company may, but will not be obligated
         to, grant any additional stock, stock option or long-term incentive
         awards under any of the Incentive Plans during such twelve (12) month
         period.  The terms of subparagraphs 4.01.1.2 and 4.01.2.1 hereof will
         not apply to payments required under this subsection 4.02.

                 4.03 Payments Upon Executive's Death.  Subject to subsection
         4.06 hereof (disregarding the first proviso in the first sentence of
         such subsection), in the event this Agreement is terminated by virtue
         of subsection 3.05 hereof, the Employer will pay to the party or
         parties specified in such subsection (less any taxes required to be
         withheld) an aggregrate amount equal to the compensation provided for
         in paragraphs 4.01.1, 4.01.2 and 4.01.3 hereof as if the Executive had
         survived and this Agreement remained in effect for a period of twelve
         (12) months following the Date of Termination, provided that the
         Company may but will not be obligated to grant any additional stock,
         stock option or long-term incentive awards under any of the Incentive
         Plans during such twelve (12) month period.  In addition, the Employer
         will pay to the Executive's surviving spouse, if any, or any surviving
         dependent children an amount sufficient, on an after-tax basis (taking
         into account state and federal, but not local, taxes), and after
         normal survivor contributions required under the applicable plan
         document as in effect on the Date of Termination, to pay for maximum
         permitted coverage under such of the employee welfare benefit plans
         referred





                                                                              11
<PAGE>   17
         to in paragraph 4.01.4 hereof in which such surviving spouse or
         surviving dependent children may participate under the terms of the
         applicable plan documents for a period of twelve (12) months following
         the date of the Executive's death.  The terms of subparagraphs
         4.01.1.2 and 4.01.2.1 hereof will not apply to payments required under
         this subsection 4.03.

                 4.04 Payments Upon Breach or Constructive Breach of this
         Agreement.  In the event this Agreement is terminated by the Employer
         under paragraph 3.03.3 hereof or by the Executive pursuant to
         paragraph 3.04.1 hereof, the Employer or the Company, as specified,
         will make the following payments and provide the following benefits,
         (or the monetary equivalent thereof), to or for the account of the
         Executive, in each case as liquidated damages for the breach or
         constructive breach, as the case may be, of this Agreement.

                          4.04.1 On the Date of Termination or in case of a
                 dispute under subsection 3.07 hereof, on the Date of the
                 Resolution, provided that in the latter case the dispute is
                 resolved on terms coming within the purview of paragraph
                 3.07.2 hereof, the Employer will pay to the Executive (less
                 any taxes required to be withheld) a cash amount equal to the
                 present value of the sum of (a) the aggregate Base Salary and
                 In-Lieu Payments which would have been paid to the Executive
                 by the Employer pursuant to paragraphs 4.01.1 and 4.01.2
                 hereof as compensation for services that would have been
                 rendered during the thirty (30) calendar month period
                 commencing on the first day of the month next following the
                 Date of Termination, but for such termination and (b) subject
                 to subsection 4.06 hereof, the aggregate of the awards that
                 would have been made to the Executive pursuant to the
                 individual award component and the corporate award component
                 under the EICP during the thirty (30) calendar month period
                 commencing on the first day of the month next following the
                 Date of Termination, but for such termination.  In addition,
                 any payment or distribution which may be required under
                 subsection 4.07 hereof will be made to the Executive.

                                  4.04.1.1 For purposes of this paragraph
                          4.04.1, the Base Salary and the In-Lieu Payments that
                          would have been paid will be calculated on the
                          assumption that the Base Salary and the In-Lieu
                          Payment would have been increased in each year during
                          such thirty (30) month period by an amount equal, on
                          a percentage basis, to the greatest year-to-year
                          increase in the Consumer Price Index in the three
                          calendar years preceding either the Date of
                          Termination or the Date of Resolution, whichever is
                          more favorable to the Executive.

                                        4.04.1.2 In the event there are fewer
                                  than thirty (30) whole calendar months
                                  remaining from the first day of the month
                                  following the Date of Termination to the
                                  Normal Retirement Date, the cash payment due
                                  pursuant to this paragraph 4.04.1 will be
                                  reduced to a lesser sum determined by
                                  multiplying the amount otherwise due by a
                                  fraction the numerator of which is the number
                                  of whole calendar months remaining from the
                                  first day of the month following the Date of
                                  Termination to the Normal Retirement Date and
                                  the denominator of which is thirty (30).

                          4.04.2 The Employer or the Company at the Employer's
                 cost will provide to the Executive the following benefits or
                 (less any taxes required to be withheld) the monetary
                 equivalent thereof, payable on the Date of Termination or in
                 case of a dispute under subsection 3.07 hereof, on the Date of
                 Resolution, provided that in the latter case the dispute is
                 resolved on terms coming within the purview of paragraph
                 3.07.2 hereof:

                                  4.04.2.1 (a) In addition to any benefits
                          payable to the Executive under the Pension Plan, the
                          SRP and any and all other pension or retirement plans
                          of the Company or the Employer (collectively, the
                          "Other Retirement Benefits"), the Employer will pay
                          to the Executive a special retirement benefit (the
                          "Special


                                                                              12
<PAGE>   18
                          Retirement Benefit").  The Special Retirement Benefit
                          will equal an amount calculated such that, when added
                          to the Other Retirement Benefits, if any, the total
                          retirement benefits the Executive receives from the
                          Employer and the Company will at least equal the
                          amount which the aggregate of the Other Retirement
                          Benefits would have been if the Executive retired on
                          a date five (5) years following the Date of
                          Termination (or on the Normal Retirement Date, if
                          earlier).

                          (b) For purposes of this Agreement, in calculating
                          the Special Retirement Benefit and the Other
                          Retirement Benefits, the following will apply:

                                  (i) If the Executive's credited service with
                                  the Company or any of its majority owned
                                  subsidiaries on the Date of Termination is
                                  insufficient to result in benefits under the
                                  Pension Plan being vested, the Executive will
                                  be deemed to be credited with sufficient
                                  service to result in such vesting;

                                  (ii) This Agreement will be deemed to
                                  continue in effect for five (5) years
                                  following the Date of Termination (but not
                                  beyond the Normal Retirement Date);

                                  (iii) The Base Salary will be deemed to have
                                  been increased each year of such five (5)
                                  year period using the greatest year-to-year
                                  increase in the Consumer Price Index in the
                                  three calendar years preceding the Date of
                                  Termination;

                                  (iv) The Executive will be deemed to have
                                  been granted awards under the EICP each year
                                  of such five (5) year period on the basis
                                  specified in the first sentence of subsection
                                  4.06 hereof (disregarding the first proviso
                                  in such sentence); and

                                  (v) Five (5) years, or the time remaining to
                                  the Normal Retirement Date, if less, will be
                                  added to the Executive's age on the Date of
                                  Termination.

                                  4.04.2.2 Maximum coverage under the
                          Employer's or the Company's insured or self-insured
                          welfare benefit plans, as applicable to the
                          Executive, or the monetary equivalent thereof, will
                          be provided to the Executive by the Company, at no
                          cost to the Executive (other than normal employee
                          contributions required under the applicable plan
                          document as of the Date of Termination), for a period
                          of five (5) years from the Date of Termination (or
                          until the Normal Retirement Date, whichever is
                          sooner).

                                  4.04.2.3 In the event, within two (2) years
                          after the Date of Termination, the Executive
                          relocates the Executive's principal residence by more
                          than 35 miles in order to accept full-time employment
                          or to pursue full-time self-employment, the Employer
                          will reimburse the Executive for all moving expenses
                          (including interest equalization expenses under the
                          Company's current interest equalization plan and
                          including any taxes resulting from payments made
                          pursuant to this subparagraph 4.04.2.3) incurred by
                          or for the account of the Executive relating to such
                          relocation, which are not reimbursed by another
                          employer, and to an extent at least as favorable to
                          the Executive as provided by the current policy of
                          the Company with respect to the relocation of senior
                          executives, indemnify the Executive against the
                          amounts, if any, by which the net proceeds realized
                          in the sale of the Executive's principal residence in
                          connection with such relocation are less than the
                          Executive's tax basis in such residence.





                                                                              13
<PAGE>   19
                                  4.04.2.4 If the Executive's credited service
                          with the Company or any of its majority owned
                          subsidiaries on the Date of Termination is
                          insufficient to result in the contributions
                          theretofore made by the Company or any such
                          subsidiaries for the account of the Executive to any
                          defined contribution plan maintained or sponsored by
                          the Company being vested in their entirety, then the
                          Employer will pay to the Executives (less any taxes
                          required to be withheld) a special benefit equal to
                          the difference between (i) the amount of such
                          contributions which are vested as of the Date of
                          Termination and (ii) the greater of (A) all such
                          contributions, vested and unvested, or (B) the sum of
                          the fair market value of the assets in which such
                          contributions, vested or unvested, are then invested
                          and all dividends or interest paid thereon and
                          accretions thereto not previously paid to the
                          Executive.  For purposes of this subparagraph
                          4.04.2.4, "fair market value" means with respect to
                          any securities traded on a national stock exchange
                          the arithmetic average of the high and the low
                          selling prices of such stock on such stock exchange
                          during the thirty (30) calendar days preceding the
                          Date of Termination, or with respect to any
                          investment company shares not traded on a national
                          stock exchange, the arithmetic average of the bid and
                          the ask prices of such shares during the thirty (30)
                          calendar days preceding the Date of Termination, or
                          with respect to obligations issued or guaranteed by
                          the U.S. government, the face value of such
                          obligations, or with respect to other assets, the
                          value as established by an independent appraiser
                          jointly selected by the parties at the sole cost of
                          the Employer.

                          4.04.3 For purposes of this subsection 4.04, the
                 present value of any amount will be calculated using a
                 discount rate of nine and 48/100 percent (9.48%) unless the
                 terms of any applicable plan document provides a rate more
                 favorable to the Executive, in which case, such more favorable
                 rate will be used for payments made with respect to the plan
                 concerned.

                          4.04.4 The Executive will be required to mitigate the
                 amount of any payments provided for in this subsection 4.04 to
                 the extent provided in this paragraph 4.04.4 or in any final
                 regulations of the IRS under Section 280G of the Code,
                 whichever requires the greater degree of mitigation consistent
                 with the treatment of such payments as damages.  The Executive
                 will not be required to seek other employment and may accept
                 or not accept, as the Executive determines, any offer of
                 employment and may reject any offer of employment for any
                 reason deemed by the Executive to be sufficient.  If the
                 Executive accepts other employment with and receives
                 compensation from an employer other than the Company or onre
                 of its majority owned subsidiaries during the period beginning
                 on the Date of Termination and ending on the last day of the
                 thirtieth (30th) calendar month thereafter, any compensation
                 the Executive receives from such other employer during such
                 period (less any taxes withheld), up to the amount paid as
                 damages under this subsection 4.04, will be paid to the
                 Employer or the Company, as the case may be.  For purposes of
                 this paragraph 4.04.4, compensation will be limited to base
                 salary and incentive compensation, and will exclude, among
                 other things, retainers or fees paid for service on a board of
                 directors or a committee thereof and benefits under any
                 defined benefit, defined contribution or welfare benefit plan.

                 4.05 Payment and Determination of Monetary Equivalent.  The
         payment of the monetary equivalent of any benefit permitted by any
         provision of this Agreement will be at the Employer's option unless
         such benefit relates to an insured or self-insured welfare benefit
         plan and a comparable benefit would, in the sole judgment of the
         Executive, be unavailable to the Executive at a reasonable cost, in
         which event such payment will be at the Executive's option to be
         exercised in writing within thirty (30) days following the Date of
         Termination.  In the event of a dispute between the parties as to the
         monetary equivalent of any benefit or other distribution provided for
         in this Agreement, such monetary equivalent will be determined by an
         independent





                                                                              14
<PAGE>   20
         actuary jointly selected by the parties, at the sole cost of the
         Employer, and will be determined from the standpoint of the cost of
         such benefit or distribution to the Executive as a non-employee and
         not the cost to the Employer or an employee of the Employer.  The
         monetary equivalent of any benefit or other distribution provided for
         in this Agreement will be determined on a present value, after-tax
         basis, taking into account state and federal, but not local, taxes.

                 4.06 Determination of EICP Awards.  For purposes of subsection
         4.02, 4.03 and 4.04 hereof, any payment or other distribution to be
         made under or with reference to the EICP will be calculated on the
         assumption that all "performance targets" are met and using the
         maximum "award pool" and the Executive's "opportunity level," as those
         terms are used in the EICP; provided that, for purposes of
         subsection4.04 hereof (other than subparagraph 4.04.2.1) but not
         subsections 4.02 or 4.03 hereof, each such award will be no less than
         the highest similar award paid or granted to the Executive during any
         one of the three calendar years preceding the Date of Termination; and
         provided, further, that if the terms of the EICP would otherwise
         require the payment of a greater amount than that required under this
         subsection 4.06, such greater amount will be paid.  In the event any
         payment or other distribution to be made under or with reference to
         the EICP will be made as to a partial year, then, for purposes of such
         subsections, the awards under the EICP for such year will be
         multiplied by the ratio that the number of business days in such year
         prior to the date as of which such payment or distribution is
         determined bears to the number of business days in such year.  For
         purposes of determining the highest award paid or granted during any
         one of the three calendar years preceding the Date of Termination,
         each award will be deemed to have been paid or granted in the
         performance year for which awarded, and even though actual payment and
         entitlement to receive some portion of an incentive award may have
         been deferred, such award for any year will be the aggregate amount
         paid or payable or granted for such year on either a current or
         deferred basis.

                 4.07 Vested Incentive Awards and Benefits.  Termination of
         this Agreement for any reason will be without prejudice to the
         Executive's entitlement to receive any awards or benefits, including
         but not limited to incentive awards under any of the Incentive Plans,
         or to exercise any rights, options or elections under any of the
         Incentive Plans or any other benefit plan of the Company or the
         Employer, which are vested in the Executive on the Date of Termination
         under the terms of the applicable plan document.  Without limiting the
         generaliaty of the previous sentence, upon termination of this
         Agreement for any reason, the Company or the Employer, as the case may
         be, will pay or distribute to the Executive or such other Person or
         Persons as may be designated to receive the same (less any taxes
         required to be withheld) any unpaid or undistributed prior vested
         deferred award to the Executive under the EICP or other Incentive
         Plans, such payment or distribution to be made on the Date of
         Termination or, if the termination is disputed as permitted by
         subsection 3.07 hereof, on the earlier of the Date of Resolution or
         the date provided for payment under the applicable plan document.

                 4.08 Continued Participation in Benefit Plans.  Except as
         otherwise provided in this Agreement or the terms of the applicable
         plan documents, the Executive will not be entitled to participate in
         any of the benefit plans of the Employer or the Company after the Date
         of Termination.  Except as otherwise expressly provided in this
         Agreement, any distributions to which the Executive may be entitled
         under the provisions in any of such plans will be governed by the
         terms of the applicable plan document.

                 4.09 Conflicts.  For purposes of this Agreement, in the event
         of a conflict between the provisions of this Agreement and the terms
         of a plan document with respect to a payment or benefit to be made or
         provided to the Executive under this Agreement, whichever of the
         provisions of this Agreement or such plan document that are most
         favorable to the Executive will control.





                                                                              15
<PAGE>   21
                         SECTION 5.  CHANGE OF CONTROL.

                 5.01 Effect of Change of Control on Stock Based Incentive
         Awards.  Whether or not the applicable plan document so provides, in
         the event of a Change of Control, without duplication of any amount
         paid under any other provision of this Agreement with respect to the
         same option, right, interest or award, unless the right to receive all
         or a portion of the cash payment provided for hereunder is waived or
         deferred by the Executive as provided in paragraph 5.01.1 hereof (in
         which case payment will be made only as to any portion not waived or
         deferred) and except as provided in paragraph 5.01.2 and 5.01.3
         hereof, the Employer will pay to the Executive a cash amount (less any
         taxes required to be withheld and less, with respect to stock subject
         to any stock options or other purchase rights, an amount equal to the
         aggregate option or purchase price, but no more than the aggregate
         Change of Control Price, of such stock) equal to the aggregate Change
         of Control Price of the shares of the common stock of the Company with
         respect to which the Executive holds an option or purchase right or
         has an interest, whether beneficial or of record, or has been granted
         an award the value of which is based in whole or in part on the value
         of such common stock, in each case under any Incentive Plan, including
         without limitation the EICP, irrespective of whether any such option
         or purchase right is then currently exercisable or not or any such
         interest or award is then currently vested or payable or not.  Such
         payment will be due on the thirtieth calendar day after the effective
         date of the Change of Control.  Upon such payment, such stock options,
         purchase rights, other interests or awards with respect to which such
         payment is made will be cancelled and of no further force or effect.

                          5.01.1 In the event it is determined that the right
                 to receive cash under this subsection 5.01 with respect to any
                 option, purchase right, interest or awards under any Incentive
                 Plan may be waived or deferred by the Executive without
                 resulting in liability of the Executive for damages or
                 forfeitures under Section 16(b) of the Act or the
                 disqualification of the incentive Plan involved for exemption
                 under Rule 16b-3, the Executive may so waive or defer such
                 receipt as to such option, purchase right, interest or award
                 by giving notice to the Employer and the Company not later
                 than twenty (20) days after the Change of Control.  If the
                 Executive may and does so waive such receipt of cash, the
                 related option, purchase right, interest or award will not be
                 cancelled but will continue in effect according to the terms
                 of the applicable plan document.  If the Executive may and
                 does so defer such receipt, such cash payment will be made by
                 the Employer, without interest (other than any interest that
                 may be required under subsection 6.02 hereof), on the earliest
                 of (i) the date specified in the notice required hereunder, or
                 (ii) the date, if any, on which such payment would otherwise
                 be required under the applicable plan document, or (iii) a
                 date one (1) year after the Change of Control, as if such
                 Change of Control had occurred thirty (30) calendar days prior
                 to the date such payment is due and upon such payment, the
                 related option, purchase right, interest or award will be
                 cancelled.

                          5.01.2 Subject to paragraph 5.01.3 hereof, if it is
                 determined that the payment of a cash amount with respect to
                 an option, purchase right, interest or award under any
                 Incentive Plan as provided in this subsection 5.01 and the
                 contemporaneous cancellation of such option, purchase right,
                 interest or award would result in liability of the Executive
                 for damages or forfeitures under Section 16(b) of the Act or
                 the disqualification of the related Incentive Plan for
                 exemption under Rule 16b-3, then, notwithstanding anything in
                 this subsection 5.01 to the contrary, such cash payment will
                 not be made.  In such event, the option, purchase right,
                 interest or award involved will continue in effect according
                 to the terms of the applicable plan document.

                          5.01.3 Notwithstanding anything in this subsection
                 5.01 to the contrary, if it is determined that the payment of
                 a cash amount under this subsection 5.01 with respect to any
                 option, purchase right, interest or award under any Incentive
                 Plan would result in liability of the Executive for damages or
                 forfeitures under Section 16(b) of the Act or





                                                                              16
<PAGE>   22
                 disqualification of the related Incentive Plan for exemption
                 under Rule 16b-3 but that after the passage of time, such
                 payment may be made without such liability or
                 disqualification,  then such payment will not be made to the
                 Executive, and the related option, purchase right, or
                 surrendered such interest or settled such award, and subject
                 to paragraph 5.01.1 hereof, the payment provided for in this
                 subsection 5.01 will then be made as if the Change of Control
                 had occurred thirty (30) calendar days prior to such date and,
                 upon such payment, the related option, purchase right,
                 interest or award will be cancelled.  Until so cancelled or
                 otherwise terminated, each such option, purchase right,
                 interest or award will continue in effect in accordance with
                 the terms of the applicable plan document.

                          5.01.4 The determinations contemplated in paragraphs
                 5.01.1, 5.01.2 and 5.01.3 hereof and the length of the period
                 mentioned in paragraph 5.01.3 hereof will be made by
                 independent legal counsel duly licensed to practice law and
                 practicing with a nationally recognized law firm primarily in
                 the field of securities law, jointly selected by the parties,
                 at the sole cost of the Employer.

                 5.02 Establishment of Trust.  As promptly as practicable
         following the date of this Agreement, the Company will establish a
         trust for the benefit of the Executive and other similarly situated
         employees of the Employer or the Company, substantially on the terms
         set forth in Exhibit 1 which is attached hereto and by this reference
         made a part hereof.  In the event of a conflict between the terms of
         this Agreement and the terms of Exhibit 1, the terms of this Agreement
         will control.  Not later than thirty (30) calendar days after the
         earlier of (i) a Potential Change of Control arising (unless the Board
         or the Committee adopts a resolution within ten (10) business days
         following the date the Potential Change of Control arises to the
         effect that such action is not necessary to secure any payments
         hereunder) or (ii) a Change of Control, the Company will deposit or
         cause the Employer to deposit with the trustee monies or other
         property having a fair market value at least equal to the present
         value of the cash amounts to be paid and the monetary equivalents of
         the benefits and other distributions to be provided to the Executive
         under this Agreement or which would be so provided in the event of
         either (i) a Change of Control or (ii) a termination of this Agreement
         pursuant to paragraph 3.03.1, 3.03.3, 3.04.1 or 3.05 hereof, including
         but not limited to amounts that may be payable under subsection 5.03
         or 6.01 hereof.  The amounts payable under subsection 6.01 hereof will
         be estimated by independent legal counsel licensed to practice law in
         the state, and practicing in the municipality, in which the
         Executive's principal residence is located.  All other amounts to be
         deposited with the trustee will be determined by an independent
         actuary.  The fees and expenses of such actuary and counsel, each of
         whom will be selected jointly by the parties, will be borne solely by
         the Employer.  Neither the establishment of the trust nor the making
         or maintaining of the deposit required under this subsection 5.02 will
         relieve the Company or the Employer of any of its obligations under
         this Agreement to make any payment or provide any benefit to the
         Executive, except to the extent such obligations are satisfied by
         payments made from such trust.

                 5.03 Tax Payments.  The amounts required to be paid pursuant
         to subsection 4.04 hereof are intended to constitute damages for
         breach of a contract providing for "compensation for personal service
         to be rendered" within the meaning of Section 280G(b)(4)(A) of the
         Code.  Such payments are not intended to be subject to the excise tax
         imposed under Section 4999 of the Code.  The parties recognize,
         however, that such payments may nevertheless be ultimately determined
         to be subject to such excise tax and that other payments or
         distributions under this Agreement, including without limitation
         payments made under subsection 5.01 hereof, and other compensation,
         benefits, payments or distributions under the Incentive Plans or other
         plans or compensation arrangements with respect to the Executive may
         also be subject to such tax (collectively, with any interest or
         penalties incurred by the Executive relative thereto and any federal
         and state excise or income taxes resulting from payments made pursuant
         to this subsection 5.03, the "Excise Tax").  The Employer will pay the
         Executive one or more cash payments ("Gross-up Payment") sufficient to
         pay the Excise Tax.





                                                                              17
<PAGE>   23
                          5.03.1 Subject to the provisions of 5.03.2 hereof,
                 all determinations required to be made under this subsection
                 5.03, including without limitation whether the Gross-up
                 Payment is required and the amount of the Gross-up Payment,
                 will be made by the Accounting Firm.  The Executive will
                 provide the Accounting Firm any information reasonably
                 requested by it necessary to make such determination,
                 including without limitation copies of the Executive's tax
                 returns for the periods affected, all of which will be
                 maintained in confidence by the Accounting Firm.  The
                 Accounting Firm will provide detailed supporting calculations
                 together with its written opinion with respect to the accuracy
                 of such calculations to the Employer, the Company and the
                 Executive within fifteen (15) business days of the Date of
                 Termination or the Change of Control, whichever is applicable,
                 or such earlier time as is requested by the Employer, the
                 Company or the Executive and agreed to by the Accounting Firm.
                 All fees and expenses of the Accounting Firm will be borne
                 solely by the Employer.  The initial Gross-up Payment, if any,
                 as determined pursuant to this paragraph 5.03.1 will be paid
                 to the Executive within five (5) days of the receipt of the
                 Accounting Firm's determination.  If the Accounting Firm
                 determines that no Excise Tax is payable by the Executive, it
                 will also furnish the Executive with an opinion that failure
                 to report the Excise Tax on the Executive's applicable federal
                 income tax return would not result in the imposition of a
                 negligence or similar penalty and in the absence of such an
                 opinion, a Gross-up Payment in the amount which the Accounting
                 Firm determines to be payable will be due and payable to the
                 Executive.  Except as provided in the preceding sentence, any
                 determination by the Accounting Firm will be binding upon all
                 of the parties hereto.  As a result of uncertainty in the
                 application of Section 4999 of the Code at the time of the
                 initial determination by the Accounting Firm hereunder, it is
                 possible that Gross-up Payments which will not have been made
                 by the Company should have been made ("Underpayment"),
                 consistent with the calculations required to be made
                 hereunder.  In the event that the Employer or the Company
                 exhausts the remedies provided in paragraph 5.03.2 hereof and
                 the Executive thereafter is required to make a payment of any
                 Excise Tax, the Accounting Firm will determine the amount of
                 the Underpayment that has occurred and any such Underpayment
                 will be promptly paid by the Employer to or for the benefit of
                 the Executive.

                          5.03.2 The Executive will notify the Employer and the
                 Company in writing of any claim by the IRS that, if
                 successful, would required the payment by the Company of the
                 Gross-up Payment; provided, that failure by the Executive to
                 give such notification will not affect any of the Executive's
                 rights or the obligations of the Company or the Employer under
                 this Agreement.  Such notification will be given as soon as
                 practicable but no later than ten (10) business days after the
                 Executive knows of such claim and will apprise the Employer
                 and the Company of the nature of such claim and the date on
                 which such claim is requested to be paid.  The Executive will
                 not pay such claim prior to the expiration of the thirty (30)
                 day period following the date on which the Executive gives
                 such notice to the Employer and the Company (or such shorter
                 period ending on the date that any payment of taxes with
                 respect to such claim is due).  If the Employer or the Company
                 notifies the Executive in writing prior to the expiration of
                 such period that it desires to contest such claim, the
                 Executive will:

                          (a) give the Employer or the Company, as the case may
                          be, any information reasonably requested by either of
                          them relating to such claim,

                          (b) take such action in connection with contesting
                          such claim as the Employer or the Company may
                          reasonably request in writing from time to time,
                          including without limitation accepting legal
                          representation with respect to such claim by an
                          attorney reasonably selected by the Employer or the
                          Company,

                          (c) cooperate with the Employer and the Company in
                          good faith in order effectively to contest such
                          claim, and





                                                                              18
<PAGE>   24
                          (d) permit the Employer and the Company to
                          participate in any proceedings relating to such
                          claim;

                 provided, however, that the Employer will bear and pay
                 directly all costs and expenses (including additional interest
                 and penalties) incurred in connection with such contest and
                 will indemnify and hold the Executive harmless, on an
                 after-tax basis, for any Excise Tax or income tax, including
                 interest and penalties with respect thereto, imposed as a
                 result of such representation, and payment of costs and
                 expenses.  Without limiting the foregoing, the Employer or the
                 Company, as they may agree, will control all proceedings taken
                 in connection with such contest and, at the sole option of the
                 Employer or the Company, as the case may be, may pursue or
                 forego any and all administrative appeals, proceedings,
                 hearings and conferences with the taxing authority in repsect
                 of such claim and may, at its sole option, either direct the
                 Executive to pay the tax claimed and sue for a refund or
                 contest the claim in any permissible manner, and the Executive
                 will prosecute such contest to a determination before any
                 administrative tribunal, in a court of initial jurisdiction
                 and in one or more appellate courts, as the Employer or the
                 Company may determine; provided, however, that if the Employer
                 or the Company directs the Executive to pay such claim and sue
                 for a refund, the Employer or the Company, as the case may be,
                 will advance the amount of such payment to the Executive, on
                 an interest-free basis, and will indemnify and hold the
                 Executive harmless, on an after-tax basis, from any Excise Tax
                 or income tax, including interest or penalties with respect
                 thereto, imposed with respect to such advance or with respect
                 to any imputed income with respect to such advance; and
                 further provided that any extension of the statute of
                 limitations relating to payment of taxes for the taxable year
                 of the Executive with respect to which such contested amount
                 is claimed to be due is limited solely to such contested
                 amount.  Furthermore,the control of the contest by the 
                 Employer or the Company will be limited to issues with respect
                 to which a Gross-up Payment would be payable hereunder and
                 the Executive will be entitled to settle or contest, as the 
                 case may be, any other issue raised by the IRS or any other 
                 taxing authority.

                          5.03.3 If, after the receipt by the Executive of an
                 amount advanced by the Employer or the Company pursuant to
                 paragraph 5.03.2 hereof, the Executive becomes entitled to
                 receive any refund with respect to such claim, the Executive
                 will (subject to compliance by the Employer or the Company, as
                 applicable, with the requirements of paragraph 5.03.2 hereof)
                 promptly pay to the Employer or the Company, as the case may
                 be, the amount of such refund (together with any interest paid
                 or credited thereon alter taxes applicable thereto).  If,
                 after the receipt by the Executive of an amount advanced by
                 the Employer or the Company pursuant to paragraph 5.03.2
                 hereof, a determination is made that the Executive will not be
                 entitled to any refund with respect to such claim and the
                 Employer or the Company, as the case may be, does not notify
                 the Executive in writing of its intent to contest such denial
                 of refund prior to the expiration of thirty (30) calendar days
                 after such determination, then such advance will be forgiven
                 and will not be required to be repaid and the amount of such
                 advance will offset, to the extent thereof, the amount of
                 Gross-up Payment required to be paid.  Any contest of a denial
                 of refund will be controlled by paragraph 5.03.2 hereof.

                           SECTION 6.  MISCELLANEOUS.

                 6.01 Executive's Attorneys' Fees.  In the event of a dispute
         between the parties and litigation or other formal dispute resolution
         proceeding is initiated, whether by the Executive, the Employer, the
         Company or any third party, to resolve such dispute or to enforce or
         interpret any provision contained in this Agreement, the Employer will
         indemnify the Executive and any other Person or Persons designated to
         receive any payments or benefits under this Agreement for any costs
         and expenses incurred by the Executive or such Person or Persons as a
         result thereof, including without limitation reasonable attorneys'
         fees, disbursements and other expenses for the


                                                                              19
<PAGE>   25
         preparation of such litigation or dispute resolution proceeding or for
         the settlement thereof.  The Employer will, promptly upon the request
         of the Executive or such Person or Persons, advance to the Executive
         or such Person or Persons or pay directly such costs and expenses as
         they are incurred.

                 6.02 Obligation Unconditioned.  Except as otherwise expressly
         provided in this Agreement and except for any amounts required by law
         to be withheld, the respective obligations of the Employer and the
         Company to pay to or for the benefit of the Executive (or any other
         Person or Persons designated to receive payments or benefits under
         this Agreement) the amounts and to make the arrangements provided in
         this Agreement are absolute and unconditional and will not be affected
         by any circumstances, including without limitation any setoff,
         counterclaim, recoupment, defense or other right which the Employer or
         the Company may have against the Executive or anyone else, any
         asserted or unasserted claim or other right of any third party against
         the Executive, the Employer or the Company, or any real or alleged
         uncertainty regarding the meaning or intent of Section 280G of the
         Code or any regulations issued by the IRS thereunder.  Without
         limiting the generality of the foregoing, in no event will an asserted
         violation of the provisions of subsections 6.09, 6.10, 6.11 or 6.12
         hereof constitute a basis for deferring or withholding any amounts
         otherwise payable to or for the benefit of the Executive or such
         Person or Persons under this Agreement.  All amounts payable to or for
         the benefit of the Executive or such Person or Persons hereunder will
         be paid without notice or demand, other than a Notice of Termination,
         as to payments due in the event of a termination of this Agreement and
         except payments made under subsection 5.03 hereof.  Except as
         expressly provided in subsections 3.07 and 5.03 hereof and subject to
         the Executive's duty to mitigate under paragraph 4.04.4 hereof, each
         and every payment made hereunder by the Employer or the Company will
         be final and neither of them will seek to recover all or any part of
         such payment from the Executive or from whosoever may be entitled
         thereto, for any reason whatsoever.  Any amount not paid by the
         Company or the Employer to or for the benefits of the Executive or any
         Person or Persons designated to receive payments or benefits under
         this Agreement within five (5) business days from the date due will
         bear interest at the rate specified in paragraph 3.07.1 hereof, plus
         two percent (2%) per annum, compounded annually, from the due date
         until paid.

                 6.03 Successors and Assigns.  This Agreement will be binding
         upon and inure to the benefit of the parties, the respective permitted
         assigns of the Company and the Employer and the Executive's personal
         or legal representatives, executors, administrators, successors,
         heirs, distributees, devisees and legatees.  Except as provided in
         paragraph 6.03.1 hereof, neither this Agreement nor any right
         hereunder may be assigned by any party without the prior written
         consent of the others.  Except as otherwise expressly provided in this
         Agreement, nothing contained in this Agreement is intented to confer
         any rights or remedies, express or implied, on any Person or entity
         not a party hereto.  If the Executive should die while any amounts
         would still be payable to the Executive under any provisions of this
         Agreement if the Executive had continued to live, all such amounts,
         unless otherwise provided herein, will be paid in accordance with the
         terms of this Agreement to the parties identified in subsection 3.05
         hereof.

                          6.03.1 Provided whichever of the Employer or the
                 Company may be involved gives notice of this Agreement to any
                 successor (whether direct or indirect, by purchase, merger,
                 consolidation or otherwise) to all or substantially all of its
                 business and/or assets, and requires such successor, by
                 agreement in form and substance satisfactory to the Executive,
                 to expressly assume and agree to perform its obligations under
                 this Agreement, whichever of the Employer or the Company may
                 be involved may assign this Agreement to such successor.  No
                 such assignment will relieve whichever of the Employer or the
                 Company may be involved of any of its obligations under this
                 Agreement.  Failure of whichever of the Employer or the
                 Company may be involved to obtain such agreement prior to the
                 effectiveness of any such assignment will consitute a breach
                 of this Agreement and entitle the Executive to liquidated
                 damages as provided in subsection 4.04 hereof, except that for
                 purposes of implementing the foregoing, the date on which such





                                                                              20
<PAGE>   26
                 assignment becomes effective will be deemed the Date of
                 Termination and no Notice of Termination will be required.

                 6.04 Notice.  For the purposes of this Agreement, all notices
         and other communications provided for in this Agreement will be in
         writing and will be deemed to have been duly given when delivered by
         hand or dispatched by electronic facsimile transmission, one (1)
         business day after being sent by Federal Express or another nationally
         recognized next-day delivery service or three (3) business days after
         being posted by United States registered or certified mail, return
         receipt requested, postage prepaid, addressed as follows:

                 If to the Executive:
                          Roy A. Wilkens
                          6336 South Harvard
                          Tulsa, Oklahoma 74136

                 If to the Company:
                          The Williams Companies, Inc.
                          One Williams Center
                          Tulsa, Oklahoma 74172
                          Attention: Chief Executive Officer

                 If to the Employer:
                          Williams Telecommunications Group, Inc.
                          One Williams Center
                          Tulsa, Oklahoma 74172
                          Attention: Chairman of the Board
                          With a copy to: General Counsel, The Williams 
                                          Companies, Inc.

         or to such other address as the party entitled to notice may have
         furnished to the others in writing in accordance herewith, except that
         notices of change of address will be effective only upon receipt.

                 6.05 Amendments; Waiver.  No amendment of this Agreement, and
         no waiver of compliance with any provision of this Agreement, will be
         effective unless such amendment or waiver is in writing and signed by
         each of the parties hereto.  No waiver by any party hereto at any time
         of any breach by any other party hereto of, or compliance with, any
         condition or provision of this Agreement to be performed by such other
         party will be deemed a waiver of similar or dissimilar provisions or
         conditions at the same or at any prior or subsequent time.

                 6.06 Prior Agreement.  This Agreement supercedes all prior
         agreements among the parties or any of them with respect to the
         subject matter hereof, and no agreements or representations, oral or
         otherwise, express or implied, with respect to the subject matter
         hereof have been made by any party which are not set forth expressly
         in this Agreement, except the various agreements listed on Exhibit 2
         attached hereto.

                 6.07 Governing Law.  The validity, interpretation,
         construction and performance of this Agreement will be governed by the
         laws of the State of Delaware (without regard to the conflict of laws
         principles thereof).

                 6.08 Severability.  The invalidity or unenforceability of any
         provisions of this Agreement will not affect the validity or
         enforceability of any other provision of this Agreement, which will
         remain in full force and effect.  Any provision in this Agreement
         which is prohibited or unenforceable in any jurisdiction will, as to
         such jurisdiction, be ineffective only to the extent of such
         prohibition or unenforceability without invalidating or affecting the
         remaining provisions


                                                                              21
<PAGE>   27
         hereof, and any such prohibition or unenforceability in any
         jurisdiction will not invalidate or render unenforceable such
         provision in any other jurisdiction.

                 6.09 Confidential Information.  The Executive will hold in a
         fiduciary capacity for the benefit of the Employer and the Company all
         secret or confidential information, knowledge or data relating to the
         Employer or any of its afiiliates, and their respective businesses,
         which are obtained by the Executive during the Executive's employment
         by the Employer or any of its affiliates, except such as may be or
         become public knowledge (other than by acts by the Executive in
         violation of this Agreement).  After termination of the Executive's
         employment with the Employer, except as may be required by law or
         legal process, the Executive will not, without prior written consent
         of the Employer or the Company, communicate or divulge any such
         information, knowledge or data to anyone other than the Employer or
         the Company or those designated by either of them nor use any of the
         same for any purpose adverse to the Employer or any of its affiliates.
         The Executive acknowledges that this subsection 6.09 is a material
         term of this Agreement and that its breach could result in damage to
         the Employer or its affiliates that may be difficult to ascertain and
         that upon any such breach or in reasonable anticipation of any such
         breach, the Employer or the Company will be entitled to an order of
         any court of competent jurisdiction to enjoin such breach.

                 6.10 Derogatory Remarks.  The Executive will not make public
         derogatory comments regarding the Employer or any of its affiliates at
         any time before or after the termination of this Agreement.

                 6.11 Files and Records.  Promptly upon termination of this
         Agreement, the Executive will return to the Employer all property and
         all files and other documentation belonging to or relating or in any
         way pertaining to the Employer, the Company or their respective
         businesses or operations, except as may be required by the Executive
         in the bona fide enforcement of this Agreement.

                 6.12 Cooperation in Litigation.  To the extent reasonably
         necessary and upon reasonable notice, following the termination of
         this Agreement, the Executive will cooperate with the Employer and its
         present and past affiliates in connection with the prosecution or
         defense of any claim asserted by or against any of them (including a
         claim for Excise Taxes but excluding a claim in connection with the
         enforcement of this Agreement) with respect to which the Executive may
         have any knowledge, without additional compensation other than
         reimbursement for reasonable expenses, unless more than an aggregate
         of five (5) business days of the Executive's time is required in
         connection with such cooperation, in which case the Executive will be
         entitled to reasonable compensation, based upon the payments provided
         for in paragaphs 4.01.1 and 4.01.2 hereof, in addition to
         reimbursement for such expenses.

                 6.13 Survival of Certain Provisions.  The provisions of
         subsections 3.03, 3.04, 3.05, 3.06, 3.07, 4.02, 4.03, 4.04, 4.05, 4.07
         and 6.01 hereof (to the extent any such subsections provide for the
         payment of money or the providing of benefits following termination of
         this Agreement) and subsections 5.02, 5.03, 6.02, 6.03, 6.09, 6.10 and
         6.12 hereof will survive the termination of this Agreement.

                 6.14 Rights Exclusive.  The rights and remedies of the
         Executive provided in this Agreement for the termination of this
         Agreement and the employment relationship arising out of this
         Agreement are exclusive of any other rights or remedies at law or in
         equity, except as may be otherwise required by any valid and
         applicable law or regulation providing for any rights or remedies for
         termination of such employment relationship.  In the latter case, if
         the Executive elects to pursue such other rights or remedies provided
         by such law or regulation, such other rights or remedies will be
         exclusive and the Executive will not seek any rights or remedies
         provided herein.





                                                                              22
<PAGE>   28
                 6.15 Consents.  Except as otherwise expressly provided in this
         Agreement, no consent by the Executive will be effective as to the
         Executive or any Person or Persons claiming under the Executive unless
         in writing and signed by the Executive.

                 IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first above written.


                                         /s/ Roy A. Wilkens
                                         --------------------------------------
                                         Executive


                                         THE WILLIAMS COMPANIES, INC.

                                         By /s/ Joseph H. Williams
                                         --------------------------------------
                                         Joseph H. Williams
                                         Chairman and Chief Executive Officer


                                         WILLIAMS TELECOMMUNICATIONS GROUP, INC.


                                         By /s/ Vernon T. Jones
                                         --------------------------------------


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