EXHIBIT 10.8(d)
THIRD AMENDMENT TO CHANGE IN CONTROL AGREEMENT
OF ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
AMENDMENT dated as of December 3, 1996 to the Change in Control
Agreement (the "Change in Control Agreement" formerly called Employment
Agreement) dated as of August 25, 1988 and as amended January 22, 1992 and
November 27, 1995, by and among The Musicland Group, Inc., a Delaware
corporation (the "Company"), Musicland Stores Corporation, a Delaware
corporation (the "Parent") and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ of Excelsior, Minnesota (the
"Executive").
WHEREAS, the Board of Directors, on behalf of the Company and the
Parent, and the Executive have determined it to be in their mutual best
interests to amend the Change in Control Agreement in certain respects;
NOW, THEREFORE, BE IT RESOLVED, that the Change of Control Agreement
shall be amended as follows:
Paragraph 1.02, definition of "Change of Control," subparagraph (a) is
hereby amended by deleting the phrase "and are publicly traded on a
recognized securities exchange."
IN WITNESS WHEREOF, the undersigned have executed this Third Amendment
of Change in Control Agreement as of the date set forth above.
THE MUSICLAND GROUP, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
Its: Executive Vice President and CFO
MUSICLAND STORES CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
Its: Executive Vice President and CFO
EXECUTIVE
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇