Samuel S. Lowe III and Nancy S. Lowe - Page 4

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          to be awarded a certain percentage interest in the equity                   
          appreciation created beyond that value.  The documentation also             
          set forth the terms and conditions under which participants would           
          become entitled to payment thereunder, including both “Vesting              
          Provisions” and “Payment Events & Methods”.  The section entitled           
          “Vesting Provisions” stated:                                                
               KEEAP II is designed to be a long-term equity                          
               appreciation incentive plan.  Accordingly, the Board of                
               Directors will require a vesting period of a number of                 
               years of employment service with UCI beginning June 1,                 
               1998 (the inception date of KEEAP II) before the key                   
               executive will earn any of his KEEAP II percentage                     
               interest.  Specifically, the vesting provisions are as                 
               follows:                                                               
               1)   Partial Vesting Period - after 4 years of                         
                    employment service or June 1, 2002:    50% Vested                 
               2)   Full Vesting Period - after 5 years of                            
                    employment service or June 1, 2003:    100% Vested                
               A key executive’s departure prior to the above vesting                 
               periods will necessitate a complete forfeiture of the                  
               executive’s percentage interest in the KEEAP II.                       
          The section labeled “Payment Events & Methods” then provided the            
          following:                                                                  
               The shareholders of UCI will be responsible for                        
               settling payment obligations with KEEAP II participants                
               only when a Liquidity Event occurs.  A Liquidity Event                 
               is defined as an initial public offering of UCI’s                      
               common stock, a lump sum dividend to UCI shareholders                  
               in excess of $10 million or a sale of the Company to a                 
               strategic or financial acquirer.  The shareholders of                  
               UCI may settle KEEAP II obligations in cash or “in                     
               kind” in the event UCI is acquired in a stock for stock                
               merger with a publicly traded company.  In the absence                 
               of a Liquidity Event, the shareholders of UCI are under                
               no obligation to make payments to KEEAP II                             
               participants.  If a Liquidity Event occurs prior to the                





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