Square D Company and Subsidiaries - Page 40

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          voluntarily or involuntarily in 1991 (or, in one case, 1992) and            
          received the Termination Award and SRP Cashout under the 1990               
          Employment Agreements.  Petitioner treated these payments as                
          parachute payments for purposes of section 280G.  The remaining             
          11 senior executives who were parties to the 1990 Employment                
          Agreements (Retained Executives) entered into new employment                
          agreements with petitioner on November 14, 1991 (1991 Employment            
          Agreements), covering their services after that date, which                 
          replaced the 1990 Employment Agreements.11  The 1991 Employment             
          Agreements are described more fully hereinafter.  The Retained              
          Executives and their pre- and post-control-change titles were as            
          follows:                                                                    



















               11 Two Retained Executives did not execute their 1991                  
          Employment Agreements until early 1992.                                     





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