Dated as of May 30, 2008 Mr. William C. Denninger Stamford, CT 06902 Dear Bill:

Three Months of Continued Employment. Subject to paragraph 2 above, you will continue to be employed by the Company during the three month period from June 1, 2008 through August 31, 2008. During that period, you will report to work (unless you are notified not to do so) at such reasonable location or locations as the Company may direct, you will perform those executive duties that you are assigned to perform, you will render such transition assistance to other Company personnel (including without limitation your successor as Senior Vice President, Finance and Chief Financial Officer) and other persons rendering services on behalf of the Company as the Company may request of you, and you will continue to be subject to and to abide by the Company’s Code of Business Ethics and Conduct and all other rules and policies of the Company relating to the behavior of Company employees. During that three month period, you will continue to serve as an officer or director of (or in any similar position in) any subsidiary or affiliate of the Company of which you are an officer or director (or in which you hold a similar position) on May 31, 2008, until such time as the Company or its designee replaces you as such an officer or

director (or in that similar position) or, if sooner, until such time as the Company requests your resignation as such, which you agree to give promptly. During that three month period, however, you will not have any authority to act on behalf of the Company or any of its subsidiaries or affiliates or any of their employee benefit plans unless you are notified otherwise in writing by an officer of the Company or his or her delegate. Any provision above of this paragraph 3 to the contrary notwithstanding, in no event are you to perform services pursuant to this paragraph 3 that exceed 20 percent of the average level of services you performed over the 36-month period preceding June 1, 2008 (within the meaning of Treasury Regulation section 1.409A-1(h)(1)(ii)).

Subject to paragraph 2 above, during the three month period from June 1 through August 31, 2008, inclusive, you will continue to be eligible to participate in the employee welfare benefit plans and fringe benefit plans of the Company in which you were eligible to participate immediately prior to the effective time of your resignation as Senior Vice President, Finance and Chief Financial Officer, including without limitation the Senior Executive Enhanced Life Insurance Program as amended (the “SEELIP”), subject in all events to the terms and conditions of those plans. You are required to continue making any premium and/or other employee contributions required by those benefit plans in order to maintain coverage during such period. Fringe benefit plans in which you will continue to be eligible to participate during this three month period include the

Company policies relating to Company cars, cell phones, club memberships, executive physicals and financial planning. Any expenses incurred during that three month period that are reimbursable pursuant to the aforementioned fringe benefit plans must be submitted to the Company for reimbursement during 2008, and will be reimbursed no later than March 15, 2009. Directors and officers liability insurance coverage and indemnification are addressed by paragraph 19 below.

Nothing in this letter shall prevent the Company from amending or terminating any employee benefit plan or fringe benefit plan without your consent, or shall impose any liability on the Company for doing so. By signing this letter, you agree that the employee benefits to be provided to you during the three month period from June 1 through August 31, 2008 pursuant to paragraph 7(a) above will constitute the first three months of employee benefits to which you are entitled under Section 6.1 of the Separation Pay Plan, and that the Company’s performance of its obligations under paragraph 7(a) above will fully

satisfy and discharge and exceed the Company’s obligation under Section 6.1 of the Separation Pay Plan to make employee benefits available to you during the first three months of the period during which you receive severance payments.

Subject to paragraph 2 above and the provisions below of this paragraph 9(a) and paragraph 9(c), in addition to the payments to be made and benefits to be provided pursuant to paragraphs 4, 7(a) and

7(b) above during the three month period from June 1 to August 31, 2008, and in further consideration of your executing (and not revoking) the First Release and the Covenant Agreement within the time period provided in paragraph 2 above, the Company will pay you additional compensation of $35,000 for each of the three months of June, July and August, 2008 (i.e., $105,000 in the aggregate). The $35,000 payment for each of such three months shall be paid in advance on the regular pay date in such month (which regular pay dates are set forth in paragraph 4 above); provided that any such payment that would otherwise be paid on or before the Last Revocation Day as defined in the First Release shall be paid on the first regular pay date that follows such Last Revocation Day.

Payments pursuant to paragraph 9(a) and paragraph 9(b) above are also contingent on your making yourself available from time to time during the period from June 1, 2008 through May 31, 2009 to perform such reasonable consulting services and special projects (if any) as the Company may specifically request of you (“Consulting Services”). Any such requests shall make reasonable allowances for your other business commitments (including employment obligations) at the time, it being understood, however, that other business commitments (including employment) shall not excuse you from having to perform Consulting Services for the payments pursuant to paragraphs 9(a) and

9(b) above. In no event are you to perform Consulting Services, or services pursuant to paragraph 3 above, or any combination of Consulting Services and services pursuant to paragraph 3 above, that exceed 20 percent of the average level of services you performed over the 36-month period preceding June 1, 2008 (within the meaning of Treasury Regulation section 1.409A-1(h)(1)(ii)). If you fail to perform Consulting Services requested of you even after a reasonable allowance for your other business commitments at the time, or if you become unable to perform Consulting Services by reason of death or disability, then any provision of this letter (including without limitation paragraphs 9(a) and 9(b) above) to the contrary notwithstanding, the Company’s obligation to make any further payments pursuant to paragraph 9(a) and paragraph 9(b) above shall terminate forthwith. Notwithstanding the foregoing, in the event of an alleged failure to perform Consulting Services, the Company’s obligation to make the payments pursuant to paragraph 9(a) and paragraph 9(b) above shall not cease unless and until it provides you with written notice of the alleged failure to perform and ten business days within which to cure the alleged failure, and in the event that you allegedly become unable to perform Consulting Services by reason of disability, the Company’s obligation to make the payments pursuant to paragraph 9(a) and paragraph 9(b) shall not cease unless and until it provides you with written notice that you are allegedly unable to perform Consulting Services and ten business days within which to demonstrate to the reasonable satisfaction of the Company that you have not become unable to perform.

10.

Section 409A. For purposes of Section 409A, including without limitation Treasury Regulation sections 1.409A-2(b)(2), 1.409A-2(b)(2)(iii) and 1.409A-1(b)(4), your right to the series of installment payments of salary during the three months commencing June 1, 2008 and severance pay during the nine months commencing September 1, 2008, and your right to the series of taxable benefits provided under this letter during the period commencing on June 1, 2008 and ending on May 31, 2009 or, in the case of the SEELIP payments, ending on June 30, 2009, and your right to the monthly payments pursuant to paragraphs 9(a) and 9(b) above, are each to be treated as a right to a series of separate payments, so that those installments that are paid within the “applicable 2 ¹/2 month period” as defined in Treasury Regulation 1.409A-1(b)(4)(i)(A) may be treated as short-term deferrals within the meaning of Treasury Regulation section 1.409A-1(b)(4).

Subject to paragraph 2 above, your last day of employment will be August 31, 2008 for purposes of determining your rights with respect to any stock options heretofore granted to you that are now outstanding (“Outstanding Options”). Accordingly, pursuant to the terms of the Outstanding Options, Outstanding Options that do not become exercisable on or before August 31, 2008 will be forfeited at the time your employment terminates. The number of Outstanding Options that will be forfeited consist of 22,500 that were granted on February 13, 2008; 16,666 that were granted on February 14, 2007;

and 7,998 that were granted on February 15, 2006. Outstanding Options that become exercisable on or after June 1, 2008 and on or before August 31, 2008 will be exercisable until August 31, 2009 but not thereafter. The number of Outstanding Options that will become exercisable on or after June 1, 2008 and on or before August 31, 2008 consist of 8,334 that were granted on February 14, 2007 at an option price of $22.335; 8,000 that were granted on February 15, 2006 at an option price of $19.6275; 7,998 that were granted on February 16, 2005 at an option price of $12.615; and 8,666 that were granted on February 11, 2004 at an option price of $14.77. (The foregoing numbers of Outstanding Options and option prices have been adjusted for stock splits since the respective dates of grant). However, in the event of your death before August 31, 2008, all of the Outstanding Options will become exercisable in full and will expire one year after the date of death. The preceding provisions of this paragraph 13(a) are subject to the terms and conditions of the award agreements that document the Outstanding Options, which are unaffected hereby and which will govern in the event of any conflict or inconsistency with this letter.

(b)

Pursuant to Section 6(b) of your Performance-Accelerated Restricted Stock Unit Award Agreement dated February 12, 2003 (the “2003 ▇▇▇▇▇ Agreement”; collectively, with the 2004 ▇▇▇▇▇ Agreement, the “▇▇▇▇▇ Agreements”), 12,881 “Transfer-Restricted Shares” were issued to you on May 9, 2007. Pursuant to Section 6(b) of the 2004 ▇▇▇▇▇ Agreement, 7,026 “Transfer-Restricted Shares” were issued to you on June 20, 2007, and a number of the shares that will be issued to you on June 20, 2008 in payment of the 12,000 Restricted Stock Units that will become non-forfeitable on that date in accordance with paragraph 15(a) above will be issued as “Transfer-Restricted Shares”. Subject to paragraph 2 above, all of the aforementioned Transfer-Restricted Shares will become transferable by you and free of the restrictions set forth in Section 3(b) of the ▇▇▇▇▇ Agreements as of the 8^th day after you sign the Second Release. The provisions of this paragraph 15(b) and paragraph 15(a) above are subject to the terms and conditions of the ▇▇▇▇▇ Agreements, which are unaffected by such provisions and which will govern in the event of any conflict or inconsistency with this letter.

By signing this letter, you agree to cooperate fully with the Company, if requested by the Company or its counsel to do so, in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company. Your full cooperation in connection with such claims or actions shall include, but not be limited to, your being available to meet with Company counsel to prepare for trial or discovery or any

administrative hearing or mediation or other alternative dispute resolution mechanism, and to act as a witness when requested by the Company at reasonable times designated by the Company. The Company and you agree to work in good faith to resolve any scheduling or other issues that arise in connection with such cooperation. The Company will reimburse you for travel, food, and lodging expenses in connection with the aforementioned cooperation, in accordance with the Company’s travel expense policy.

By signing this letter, you hereby irrevocably (i) authorize the Compensation and Management Development Committee (the “Compensation Committee”) and the Board and their respective delegates, and any of them, on or before December 31, 2008 or such later date(s), if any, to which the December 31, 2008 documentary compliance deadline referred to in paragraph .01 of section 3 of IRS Notice 2006-79 as modified by section 3.01(B)(1) of IRS Notice

2007-86 is hereafter extended (the “409A Documentary Compliance Date”), to amend this letter and any “Prior Non-Grandfathered Compensation Arrangement” as defined in paragraph 23(b) below, in any respect that the Compensation Committee, the Board or their respective delegates determine to be necessary, advisable or expedient to plan for, respond to, comply with or reflect Section 409A, and (ii) consent in advance to any and all such amendments of this letter and any Prior Non-Grandfathered Compensation Arrangement that the Compensation Committee, the Board or their respective delegates may adopt on or before the 409A Documentary Compliance Date, and (iii) agree that your consent to any such amendments of this letter or any Prior Non-Grandfathered Compensation Arrangement shall be as effective as if such amendments were fully set forth herein, and (iv) waive any right you may have to consent to the amendment in question if for any reason your consent to any of the aforementioned amendments is not legally effective, and (v) recognize and agree that the Company does not represent, warrant or guarantee that any amendment of this letter or any Prior Non-Grandfathered Compensation Arrangement that is adopted pursuant to this paragraph 23(a) will have its intended tax effect or will enable compensation to be exempt from or comply with Section 409A, and that the Company does not make any other representation, warranty or guaranty to you as to the tax consequences of any such amendment.

No Admission of Liability. This letter is not an admission by the Company of any liability or wrongdoing, or an admission by the Company that any of its actions or inactions are unjustified, unwarranted, discriminatory, wrongful, or in violation of any federal, state, or local law, and this letter shall not be interpreted as such. The Company disclaims any liability to you or any other person on the part of itself and/or its current or former

directors, officers, employees, representatives, and agents. By signing this letter, you agree and acknowledge that this letter shall not be interpreted to render you to be a prevailing party for any purpose including, but not limited to, an award of attorneys’ fees under any statute or otherwise. This letter is not an admission by you of any liability or wrongdoing, or an admission by you that any of your actions or inactions are unjustified, unwarranted, discriminatory, wrongful, or in violation of any federal, state, or local law, and this letter shall not be interpreted as such. You disclaim any liability to the Company or any other person on the part of yourself, your representatives, and your agents. By signing this letter, the Company agrees and acknowledges that this letter shall not be interpreted to render the Company to be a prevailing party for any purpose including, but not limited to, an award of attorneys’ fees under any statute or otherwise.

If this letter is signed by you and delivered to me on or before July 21, 2008, it will not be revocable by unilateral action of either you or the Company, and it may only be amended in a writing signed by you and an officer of the Company authorized to do so. This letter contains the entire agreement of the parties relating to the subject matter of this letter and supersedes and replaces all prior agreements and understandings with respect to such subject matter, and the parties

have made no agreements, representations or warranties relating to the subject matter of this letter which are not set forth herein. This letter supersedes and replaces the letter from me to you dated as of May 30, 2008 that I sent you on June 27, 2008, which shall be null and void and of no force or effect ab initio. For the avoidance of doubt, this letter does not supersede or replace any Release, the Covenant Agreement, the Separation Pay Plan, the SERP, the SSORP, the SEELIP, the PLBP, any stock option agreement, any Performance Share Award agreement, the ▇▇▇▇▇ Agreements, any Other RSU agreement, the D&O Policy, the Indemnification Agreement, any agreement related to non-competition, non-solicitation and preservation of Company confidential and proprietary information that was entered into between you and the Company before May 30, 2008, or the ▇▇▇▇▇▇ Group Inc. Code of Business Ethics and Conduct.