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U.S. Employee Matters Agreement, dated June 30, 2007

Discover Financial Services

U.S. EMPLOYEE MATTERS AGREEMENT, DATED JUNE 30, 2007 U.S. Employee Matters Agreement, dated June 30, 2007 U.S. EMPLOYEE MATTERS AGREEMENT by and between MORGAN STANLEY and DISCOVER FINANCIAL SERVICES Dated as of June 30, 2007 TABLE OF CONTENTS P AGE ARTICLE 1 S COPE AND D EFINITIONS Section 1.01 . Scope 1 Section 1.02 . Definitions 2 Section 1.03 . Interpretation 5 ARTICLE 2 A SSIGNMENT OF E MPLOY

CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP

EMPLOYEE MATTERS AGREEMENT

Dover Corp

EMPLOYEE MATTERS AGREEMENT by and between DOVER CORPORATION and KNOWLES CORPORATION Dated as of February 28, 2014 EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of February 28, 2014, by and between Dover Corporation, a Delaware corporation (“Dover”), and Knowles Corporation, a Delaware corporation (“Knowles” and together with Dover, the “Parties”

ELECTRIC & OTHER SERVICES COMBINED

Employee Matters Agreement

Duke Energy Corp

EMPLOYEE MATTERS AGREEMENT by and between DUKE ENERGY CORPORATION AND SPECTRA ENERGY CORP Dated as of December 13, 2006 EMPLOYEE MATTERS AGREEMENT This EMPLOYEE MATTERS AGREEMENT (the “ Agreement ”) is entered into as of December 13, 2006, by and between Duke Energy Corporation, a Delaware corporation (“ Duke Energy ”), and Spectra Energy Corp (f/k/a Gas SpinCo, Inc.), a Delaware corporation (“ S

SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES

EMPLOYEE MATTERS AGREEMENT

Allegion Plc

Employee Matters Agreement EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT, dated as of November 30, 2013, is entered into by and between Ingersoll-Rand plc (“ IR ”), and Allegion plc (“ Allegion ”). IR and Allegion are also referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties .” RECITALS WHEREAS, IR has determined that it would be appropriate, de

ELECTRIC SERVICES

Employee Matters Agreement

Ppl Corp

EMPLOYEE MATTERS AGREEMENT by and among PPL CORPORATION, TALEN ENERGY CORPORATION, C/R ENERGY JADE, LLC, SAPPHIRE POWER HOLDINGS LLC, and RAVEN POWER HOLDINGS LLC dated as of June 9, 2014 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 References 7 Section 1.3 Relation to Other Documents 7 ARTICLE II GENERAL PRINCIPLES 8 Section 2.1 Assumption an

LEATHER & LEATHER PRODUCTS

Form of Employee Matters Agreement between

Tapestry, Inc.

Form of Employee Matters Agreement between SARA LEE CORPORATION and COACH, INC. Effective as of the Effective Date TABLE OF CONTENTS PAGE ARTICLE I GENERAL PRINCIPLES1 Section 1.1 Assumption of Coach Liabilities1 Section 1.2 Establishment of Coach Plans2 Section 1.3 Coach Under No Obligation to Maintain Plans2 Section 1.4 Coach's Participation in Sara Lee Plans2 Section 1.5 Terms of Participation

CIGARETTES

Employee Matters Agreement

Altria Group, Inc.

EMPLOYEE MATTERS AGREEMENT Employee Matters Agreement EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ALTRIA GROUP, INC. AND KRAFT FOODS INC. DATED AS OF MARCH 30, 2007 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 General 1 1.2 References to Time 8 ARTICLE II GENERAL PRINCIPLES 8 2.1 Altria Group Employees 8 2.2 Kraft Group Employees 8 ARTICLE III EMPLOYEE TRANSFERS 9 3.1 Kraft Transferees 9 3.2 A

CIGARETTES

Employee Matters Agreement

Altria Group, Inc.

EMPLOYEE MATTERS AGREEMENT Employee Matters Agreement EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ALTRIA GROUP, INC. AND PHILIP MORRIS INTERNATIONAL INC. DATED AS OF MARCH 28, 2008 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 General 1 1.2 References to Time 9 ARTICLE II GENERAL PRINCIPLES 9 2.1 Altria Group Employees 9 2.2 PMI Group Employees 10 ARTICLE III PMI Group Plans 10 3.1 PMI Group Pl

RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

Employee Matters Agreement

Motorola Solutions, Inc.

EMPLOYEE MATTERS AGREEMENT Employee Matters Agreement (c) EMPLOYEE MATTERS AGREEMENT (As Amended and Restated as of June 18, 2004) THIS Amended and Restated EMPLOYEE MATTERS AGREEMENT (the “Agreement”), is dated this 18 th day of June, 2004 by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale” and together with Mo

PETROLEUM REFINING

Phillips 66 Defined Contribution Make-Up Plan - Title I

Phillips 66

PHILLIPS 66 DEFINED CONTRIBUTION MAKE-UP PLAN - TITLE I Phillips 66 Defined Contribution Make-Up Plan - Title I PHILLIPS 66 DEFINED CONTRIBUTION MAKE-UP PLAN TITLE I (Effective for benefits earned and vested prior to January 1, 2005) The Phillips 66 Defined Contribution Make-Up Plan is hereby adopted effective as of the “Effective Time” defined in the Employee Matters Agreement by and between Cono