Wally O. and Kate A. Oyelola - Page 4

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               Thereafter, on February 11, 1998, Mr. Oyelola brought an               
          action against Massachusetts Mutual Life Insurance Company2 and             
          various individuals in the U.S. District Court for the District             
          of Connecticut.  The complaint in this action, brought under                
          Title VII of the Civil Rights Act of 1964, alleged a history of             
          discrimination based on race, color, ancestry, and national                 
          origin.                                                                     
               The District Court action was resolved by a General Release,           
          Confidential Separation Agreement, Waiver and Covenant Not To Sue           
          (settlement agreement) executed by Mr. Oyelola and a                        
          representative for Massachusetts Mutual Life Insurance Company              
          and the individual defendants on August 20 and 27, 1998,                    
          respectively.  The stated purpose of the settlement agreement was           
          “to resolve any and all differences that may now exist, or may              
          arise in the future as a result of any act that has heretofore              
          occurred, under state or federal law regarding employment with              
          and separation from the Company”.  The document then provided in            
          Paragraph 4 for the following settlement terms:                             
               a.   The Company will pay to Mr. Oyelola the amount of                 
               Thirty Thousand Dollars ($30,000.00) (Payment 1).                      
               Payment 1 is payable to Mr. Oyelola based on his claim                 
               that he is entitled to compensation for emotional                      
               distress.                                                              



               2   Massachusetts Mutual Life Insurance Company and                    
          Connecticut Mutual Life Insurance Company merged in 1996, and Mr.           
          Oyelola’s employment apparently continued with the merged entity            
          under the Massachusetts Mutual Life Insurance Company name.                 




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