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Stockholder Agreement - PACIFICORP /OR/ - 3-18-1997

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Stockholder Agreement - PACIFICORP /OR/ - 3-18-1997 Powered By Docstoc
					STOCKHOLDER AGREEMENT dated as of March 11, 1997. among PACIFICORP HOLDINGS, INC., a Delaware corporation ("PHI"), POWER ACQUISITION COMPANY., a Delaware corporation and a direct or indirect wholly owned subsidiary of PHI ("ACo"), and the other parties identified on Schedule A hereto (each, a "Stockholder"). WHEREAS, each Stockholder desires that TPC Corporation, a Delaware corporation (the "Company"), PHI and ACo enter into an Agreement and Plan of Merger dated as of the date hereof (as the same may be amended or supplemented, the "Merger Agreement") with respect to the merger of ACo with and into the Company (the "Merger"); and WHEREAS, each Stockholder is executing this Agreement as an inducement to PHI and ACo to enter into and execute the Merger Agreement. NOW, THEREFORE, in consideration of the execution and delivery by PHI and ACo of the Merger Agreement and the mutual covenants, conditions and agreements contained herein and therein, the parties agree as follows: SECTION 1. REPRESENTATIONS AND WARRANTIES. Each Stockholder severally, and not jointly, represents and warrants to PHI and ACo as follows: (a) Such Stockholder is the record or beneficial owner of the number of shares of Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, of the Company (the "Company Common Stock"), and holds options for shares of Company Common Stock, each as set forth opposite such Stockholder's name in Schedule A hereto (as may be adjusted from time to time pursuant to Section 4, such Stockholder's "Shares"). Except for such Stockholder's Shares, such Stockholder is not the record or beneficial owner of any shares of Company Common Stock. Any of such Shares which are described on Schedule A as option shares shall be deemed "Option Shares" for the purposes of this Agreement. All other shares shall be deemed "Owned Shares." Any Option Shares which are exercised prior to the termination of this Agreement shall be deemed to be "Owned Shares." (b) This Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Neither the execution and delivery of this Agreement nor the consummation by such Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment,

agreement, understanding, arrangement or restriction of any kind to which such Stockholder is a party or bound or to which such Stockholder's Shares are subject. To the best of such Stockholder's knowledge, consummation by such Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Stockholder or such Stockholder's Shares, except for any necessary filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), or state takeover laws. (c) Such Stockholder's Owned Shares and the certificates representing such Owned Shares are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances arising hereunder. (d) Such Stockholder understands and acknowledges that PHI is entering into, and causing ACo to enter into, the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. SECTION 2. PURCHASE AND SALE OF SHARES. So long as the Per Share Amount in the Offer is not less than $13.41 in cash (net to the seller), each Stockholder hereby severally agrees that it shall tender its Shares into the Offer prior to the expiration of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional). In addition, each Stockholder hereby severally agrees to sell to ACo, and ACo hereby agrees to purchase, all such Stockholder's Owned Shares at a price per Share equal to $13.41, or such higher price per Share as may be offered by ACo in the Offer, provided that such obligations to purchase and sell are both subject to (i) ACo having accepted Shares for payment under the Offer and the Minimum Condition (as defined in the Merger Agreement) (minus any Shares which are the subject of this Agreement but are not purchased in the Offer) having been satisfied, and (ii) the expiration or termination of any applicable waiting period under the HSR Act. SECTION 3. COVENANTS. Each Stockholder severally, and not jointly, agrees with, and covenants to, PHI and ACo as follows: such Stockholder shall not, except as contemplated by the terms of this Agreement, during the term of this Agreement, (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of such Stockholder's Shares or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Shares, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or (v) take any other action that would in any way restrict, limit or -2-

interfere with the performance of its obligations hereunder or the transactions contemplated hereby; provided that each Stockholder shall be entitled to transfer all or any portion of such Shareholder's Shares to any person or entity which agrees in writing to be bound by the provisions of this Agreement. SECTION 4. CERTAIN EVENTS. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder's Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation such Stockholder's heirs, guardians, administrators or successors. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Company Common Stock, or the acquisition of additional shares of Company Common Stock or other securities or rights of the Company by any Stockholder, the number of Owned Shares and Option Shares listed on Schedule A beside the name of such Stockholder shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Company Common Stock or other securities or rights of the Company issued to or acquired by such Stockholder. SECTION 5. TRANSFER. Each Stockholder agrees with and covenants to PHI that such Stockholder shall not request that the Company register the transfer (booked as entry or otherwise) of any certificated or uncertificated interest representing any of the securities of the Company, unless such transfer is made in compliance with this Agreement. SECTION 6. VOIDABILITY. If prior to the execution hereof, the Board of Directors of the Company shall not have duly and validly authorized and approved by all necessary corporate action the acquisition of Company Common Stock by PHI and ACo and other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof PHI or ACo would become, or could reasonably be expected to become, an "interested stockholder" with whom the Company would be prevented for any period pursuant to Section 203 of the DGCL from engaging in any "business combination" (as such terms are defined in Section 203 of the DGCL), then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained. SECTION 7. STOCKHOLDER CAPACITY. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his or her capacity as the record holder and beneficial owner of such Stockholder's Shares and nothing herein shall limit or affect any actions taken by a Stockholder in its capacity as an officer or director for the Company to the extent specifically permitted by the Merger Agreement. SECTION 8. FURTHER ASSURANCES. Each Stockholder shall, upon request of PHI -3-

or ACo, execute and deliver any additional documents and take such further actions as may reasonably be deemed by PHI or ACo to be necessary or desirable to carry out the provisions hereof. SECTION 9. TERMINATION. This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the earlier of (a) the date upon which the Merger Agreement is terminated by the Company, PHI or ACo for any reason in accordance with its terms or (b) the date that PHI or ACo shall have purchased and paid for the Shares of each Stockholder pursuant to Section 2. SECTION 10. MISCELLANEOUS. (a) Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Merger Agreement. (b) All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or such other address for a party as shall be specified by like notice): (i) if to PHI or ACo, to the address set forth in Section 9.3 of the Merger Agreement; and (ii) if to a Stockholder, to the address set forth on Schedule A hereto, or such other address as may be specified in writing by such Stockholder. (c) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (d) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement, and shall become effective (even without the signature of any other Stockholder) as to any Stockholder when one or more counterparts have been signed by each of PHI, ACo and such Stockholder and delivered to PHI, ACo and such Stockholder. (e) This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. (f) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts or laws thereof. (g) Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in party, by operation of law or otherwise, -4-

by any of the parties without the prior written consent of the other parties, except by laws of descent. Any assignment in violation of the foregoing shall be void. (h) If any term, provision, covenant or restriction herein, or the application thereof to any circumstance, shall, to any event, be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions herein and the application thereof to any other circumstances, shall remain in full force and effect, shall not in any way be affected, impaired or invalidated, and shall be enforced to the fullest extent permitted by law. (i) Each Stockholder agrees that irreparable damage would occur and that PHI and ACo would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that PHI and ACo shall be entitled to an injunction or injunctions to prevent breaches by any Stockholder of this Agreement and to enforce specifically the terms and provisions of this Agreement. (j) No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by such party. -5-

IN WITNESS WHEREOF, PHI, ACo and the Stockholders have caused this Agreement to be duly executed and delivered as of the date first written above. PACIFICORP HOLDINGS, INC.
By /s/ REYNOLD ROEDER ----------------------------------Name: Reynold Roeder Title: Vice President, Finance

POWER ACQUISITION COMPANY
By /s/ DENNIS P. STEINBERG ----------------------------------Name: Dennis P. Steinberg Title: President

/s/ LARRY W. BICKLE -------------------------------------Larry W. Bickle

/s/ JOHN A. STROM -------------------------------------John A. Strom

/s/ J. CHRIS JONES -------------------------------------J. Chris Jones

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SCHEDULE A
Number of Shares of Class A Common Stock Issuable upon Exercise of Options ---------------634,813

Stockholder (including address) - ------------------------------Larry W. Bickle 200 WestLake Park Boulevard Suite 1000 Houston, Texas 77079 John A. Strom 200 WestLake Park Boulevard Suite 1000 Houston, Texas 77079 J. Chris Jones 200 WestLake Park Boulevard Suite 1000 Houston, Texas 77079

Number of Shares of Class A Common Stock Owned -------------12,985

Number of Shares of Class B Common Stock Owned -------------

164,629

634,813

---

66,827

634,813

---

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[LETTERHEAD] October 23, 1996 Pacificorp Power Marketing, Inc. 700 N.E. Multnomah Street Suite 500 Portland, Oregon 73232-4116 Attention: Don Furman President In connection with your consideration of a possible transaction with TPC Corporation and/or its subsidiaries or affiliates (collectively, with such subsidiaries or affiliates, the "Company") the Company is prepared to make available to you certain information concerning the business, financial condition, operations, assets and liabilities of the Company. As a condition to such information being furnished to you and your directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, "Representatives"), you agree to treat any information concerning the Company (whether prepared by the Company, its advisors or otherwise and irrespective of the form of communication) which has been or will be furnished to you or to your Representatives by or on behalf of the Company (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions hereinafter set forth. The term "Evaluation Material" shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by you or your Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to you or your Representatives pursuant hereto. The term "Evaluation Material" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives, (ii) was within your possession prior to its being furnished to you by or on behalf of the Company pursuant hereto, provided that the source of such information was not known by you to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information or (iii) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information. You hereby agree that you and your Representatives shall use the Evaluation Material solely for the purpose of evaluating a possible transaction between the Company and you, that the Evaluation Material will be kept confidential and that you and your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) you may make any disclosure of such information to which the Company gives its prior written consent and (ii) any of such information may be disclosed to your Representatives who need to know such information for the sole purpose of evaluating a possible transaction with the Company, who agree to keep such information confidential and who are provided with a copy of this letter agreement and agree to be bound by the terms hereof to the

same extent as if they were parties hereto. In any event, you shall be responsible for any breach of this letter agreement by any of your Representatives and you agree, at your sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. In addition, you agree that, without the prior written consent of the Company, you and your Representatives will not disclose to any other person the fact that the Evaluation Material has been made available to you, that discussions or negotiations are taking place concerning a possible transaction involving the Company or any of the terms, conditions or other facts with respect thereto (including the status thereof), unless in the written opinion of your counsel such disclosure is required by law and then only with as much prior written notice to the Company as is practical under the circumstances. Without limiting the generality of the foregoing, you further agree that, without the prior written consent of the Company, you will not, directly or indirectly, enter into any agreement, arrangement or understanding, or any discussions which might lead to such agreement, arrangement or understanding, with any other person regarding a possible transaction involving the Company. The term "person" as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. You further agree that, without the prior consent of Lehman Brothers, all communications regarding the proposed transaction, requests for additional information, and discussions or questions regarding procedures, will be submitted or directed only to Lehman Brothers and not to the Company or any of its affiliates or any of their respective directors, officers or employees. In the event that you or any of your Representatives are requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material, you shall provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, you or any of your Representatives are nonetheless, in the written opinion of your counsel, legally compelled to disclose Evaluation Material to any tribunal or else stand liable for contempt or suffer other censure or penalty, you or your Representative may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material which such counsel advises you is legally required to be disclosed, provided that you exercise your best efforts to preserve the confidentiality of the Evaluation Material, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material by such tribunal. If you decide that you do not wish to proceed with a transaction with the Company, you will promptly inform the Company of that decision. In that case, or at any time upon the request of the Company for any reason, you will promptly deliver to the Company all documents (and all copies thereof) furnished to you or your Representatives by or on behalf of the Company pursuant hereto. In the event of such a decision or request, all other Evaluation Material prepared by you or your Representatives shall be destroyed and no copy thereof shall be retained. Notwithstanding the return or destruction of the Evaluation Material, you and your Representatives will continue to be bound by your obligations of confidentiality and other obligations hereunder. You understand and acknowledge that neither the Company nor any of its Representatives (including without limitation Lehman Brothers Inc.) make any representation or warranty, express or implied, as to

the accuracy or completeness of the Evaluation Material. You agree that neither the Company nor any of its Representatives (including without limitation Lehman Brothers Inc.) shall have any liability to you or to any of your Representatives relating to or resulting from the use of the Evaluation Material. Only those representations or warranties which are made in a final definitive agreement regarding the transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. In consideration of the Evaluation Material being furnished to you, you hereby agree that, for a period of two (2) years from the date hereof, neither you nor any of your affiliates will solicit to employ any of the current officers or employees of the Company so long as they are employed by the Company without obtaining the prior written consent of the Company. Until the expiration of three (3) years from the date hereof, neither you nor any of your affiliates (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) shall, without prior written consent or invitation of the Board of Directors of the Company, directly or indirectly, (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities or rights to acquire any securities (or any other beneficial ownership thereof) or assets of the Company or any of its subsidiaries; (ii) any merger or other business combination or tender or exchange offer involving the Company or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote or otherwise with respect to any voting securities of the Company; (b) form, join or in any way participate in a "group" (as defined under the Securities Exchange Act of 1934) with respect to the Company; (c) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company; (d) take any action which might cause or require the Company to make a public announcement regarding any of the types of matters set forth in (a) above; (e) disclose any intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing. You agree during such period not to request the Company (or its Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). You agree that unless and until a final definitive agreement regarding a transaction between the Company and you has been executed and delivered, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this letter agreement except for the matters specifically agreed to herein. You further acknowledge and agree that the Company reserves the right, in its sole discretion, to reject any and all proposals made by you or any of your Representatives with regard to a transaction between the Company and you, and to terminate discussions and negotiations with you at any time. The Company reserves the right to assign all of its rights, powers and privileges under this letter agreement (including, without limitation, the right to enforce all of the terms of this letter agreement) to any person who enters into the transactions contemplated by this letter agreement. It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by you or any of your Representatives and that the Company shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by you of this letter agreement but shall be in addition to all other remedies available at law or equity to the Company. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines that you or any of your Representatives have breached this letter agreement, then you shall be liable and pay to the Company the reasonable legal fees and expenses incurred by the Company in connection with such litigation, including any appeal therefrom. The term of this letter agreement shall be for a period of three (3) years from the date hereof, after which time the provisions hereof will be of no further force and effect. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York. Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement between you and the Company. Very truly yours, TPC CORPORATION
/s/ H.E. MCGEE III ------------------------------------------By: Lehman Brothers Inc. as financial advisor to, and on behalf of, TPC Corporation

Accepted and agreed as of the date first written above:
By: /s/ DON FURMAN ------------------------------Name: Don Furman Title: President

RESOLUTIONS RESOLVED, that Larry W. Bickle, John A. Strom, and J. Chris Jones (the "Senior Executive") be granted a bonus (the "Performance Bonus") to be earned upon and measured by the Senior Executives performance in obtaining a premium to the market price of the Corporation's Class A Common Stock on the date of adoption of this resolution through a sale of the entire Corporation consummated on or before June 30, 1997, such Performance Bonus to include the terms and conditions on SCHEDULE I hereto; and it is further RESOLVED, that the Senior Executives also be entitled to receive continuing medical and dental health benefits coverage for two years following any transaction resulting in a change of control (for all purposes of these resolutions, a "change of control" being as defined in EXHIBIT A attached hereto); and it is further SCHEDULE I - - A Performance Bonus is payable to each of the Senior Executives upon the consummation of a sale of the entire Corporation on or before June 30, 1997. - - If the per share price is less than or equal to $10.50, no amount is due. - - If the per share price is equal to $15.50, an amount equal to two times the respective base amount (as of the date of consummation of the sale as determined in accordance with Section 280G of the Internal Revenue Code of 1986, as amended) is due. - - Any per share price between these two end points will result in the interpolated value being due; I.E., fourtenths of the base amount is due for each dollar of per share value between $10.50 and $15.50. For example, a per share sales price of $12.00 results in a Performance Bonus equal to six-tenths of the respective base amount. - - If a per share price in excess of $15.50 is obtained, the multiple increase to one-half of the base amount for each dollar of share value in excess of $15.50. For example, a per share sales price of $16.00 results in a Performance Bonus equal to 2.25 times the respective base amount. - - The Performance Bonus to be paid shall be subject to reduction if it would constitute a "parachute payment" within the meaning of Code Section 280G to the Senior Executive in accordance with the method specified in the Change of Control Agreement being approved by the Board of Directors on the date of adoption of this Performance Bonus program.

RESOLUTION #2 APPROVE AMENDMENT TO PERFORMANCE BONUS WHEREAS, the Compensation Committee has recommended an amendment to the Performance Bonus recently approved by the Board of Directors, it is therefore RESOLVED, that the Board of Directors deems it necessary and advisable and in the best interests of the Corporation that the Performance Bonus previously instituted at the Board's November 1, 1996, special meeting be amended to provide that the Performance Bonus shall be payable if a sale of the entire Corporation is consummated on or before December 31, 1997; and it is further RESOLVED, that the appropriate officers of the Corporation be, and each of them is hereby, authorized and empowered, in the name and on behalf of the Corporation, to take or cause to be taken any and all other action, to enter into, execute, and deliver any and all certificates, agreements, applications, affidavits, acknowledgments, instruments, contracts, statements, and other documents, and to do any and all things that, in the judgment of the officer taking such action, are necessary to advisable to effectuate and carry out the purposes and intent of the foregoing resolutions, the taking of any such action, the execution of any such documents, and the doing of any such other things by any such officers conclusively to evidence the due authorization and approval thereof by this Board of Directors; and it is further RESOLVED, that any and all acts, transactions, or agreements undertaken prior to the date of these resolutions by any officer or representative of the Corporation in the name and on behalf of the Corporation in connection with any of the foregoing matters, are hereby ratified, confirmed, adopted, and approved in all respects by the Corporation.

CHANGE IN CONTROL AGREEMENT This Agreement ("Agreement"), dated as of November 8, 1996, is made by and between TPC Corporation, a Delaware corporation (the "Company"), and Michael E. Calderone (the "Executive"). RECITALS The Board of Directors of the Company (the "Board") has determined that it is in the best interest of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by any pending or threatened Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation arrangements upon a Change in Control that ensure that the compensation expectations of the Executive will be satisfied and that are competitive with those of other corporations. AGREEMENT NOW, THEREFORE, in consideration of the premises and covenants herein contained, and for other good and valuable consideration, the Company and the Executive hereby agree as follows: 1. DEFINITIONS 1.1 BASE AMOUNT means the Executive's base amount on the date of the Change in Control, as determined in accordance with Code Section 280G. 1.2 BOARD means the Board of Directors of the Company. 1.3 CHANGE IN CONTROL shall mean any of the following events that occur during the Term of this Agreement:

(a) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) a percentage of the then outstanding shares of common stock (assuming, for purposes of this definition, that all shares of Class B Common Stock have been converted into the same number of shares of Class A Common Stock) of the Company (the "Outstanding Company Common Stock") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Common Stock by any other Person, equals or exceeds 50%, or (ii) a percentage of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Voting Securities by any other Person, equals or exceeds 50%; provided, however, that for purposes of this subparagraph (a), the following acquisitions shall not in and of themselves constitute a Change in Control hereunder: (x) any acquisition of securities of the Company made directly from the Company and approved by a majority of the directors then comprising the Incumbent Board (as defined below), (y) any acquisition of beneficial ownership of a higher percentage of the Outstanding Company Common Stock or the Outstanding Company Voting Securities that results solely from the acquisition, purchase, or redemption of securities of the Company by the Company so long as such action by the Company was approved by a majority of the directors then comprising the Incumbent Board, or (z) any acquisition by any Company pursuant to a transaction that complies with clauses (i), (ii), and (iii) of subparagraph (c) hereof; or (b) Individuals who, as of November 8, 1996, constituted the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to November 8, 1996 whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all the assets of the Company (a 2

"Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially owned, directly or indirectly, more than 75% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any company resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) or the combined voting power of the then outstanding voting securities of such company except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 1.4 CODE means the Internal Revenue Code of 1986, as amended. 1.5 COMPANY means TPC Corporation and any successor thereto. 1.6 DIRECTOR means a member of the Board. 1.7 DISABILITY has the same meaning as the definition of disability under the Company's long-term disability plan. 1.8 GOOD REASON shall mean any of the following: (a) the assignment to the Executive of any duties inconsistent with the Executive's duties at the time of a Change in Control or a change in the 3

Executive's reporting responsibilities as in effect immediately prior to the Change in Control, without the Executive's express written consent; or any removal of the Executive from or any failure to reelect the Executive to positions held by the Executive immediately prior to the Change in Control, except in connection with promotions to higher office; (b) a reduction in the Executive's total compensation as in effect immediately prior to the Change in Control; (c) the failure of the Company substantially to maintain and continue the Executive's relative level of participation in the same or substantially comparable bonus, stock incentive programs, and retirement and welfare benefit plans as provided immediately prior to the Change in Control; (d) the failure of the Company substantially to provide and continue for the Executive the same or substantially comparable fringe benefits; or (e) the Company's requiring the Executive to be based anywhere other than in or within 20 miles of the Executive's principal place of employment at the time of the Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's prior business travel obligations or, in the event the Executive consents to relocation, the failure of the Company to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change in the Executive's principal residence in connection with such relocation. 1.9 HOLDOVER PERIOD means the period following a Change in Control that (a) begins on the date that the Company provides the Executive with written notice that the Company requires the services of the Executive and (b) ends on the date specified in the notice but no later than six months after the date of the Change in Control. 1.10 PROTECTED PERIOD shall be the period of time beginning upon the later of (a) the date of a Change in Control or (b) the last day of the Executive's Holdover Period, and ending two years after such date. 1.11 RETENTION BONUS means the Executive's benefit, as described in Subsection 2.1 of this Agreement. 4

1.12 SEVERANCE COMPENSATION means the Executive's severance benefit, as described in Subsection 2.2 of this Agreement. 1.13 TERM has the meaning set forth in Section 8 of this Agreement. 1.14 TERMINATION OF EMPLOYMENT shall be deemed to have occurred for purposes of this Agreement and the Executive shall be entitled to the Severance Compensation hereunder if following a Change in Control that occurs during the Term of this Agreement, the Executive (a) is terminated by the Company during the Holdover Period or the Protected Period for any reason other than willful dishonesty or the commission of a felony for which he is convicted and which, in either case, may cause material harm to the Company, (b) terminates employment during the Protected Period where such termination in any way follows or results from a Good Reason, or (c) terminates employment during the Holdover Period where such termination in any way follows or results from a Good Reason described in Subsection 1.8(b)-(e) of this Agreement. The Executive is not entitled to benefits under this Agreement if he terminates service during the Holdover Period for a Good Reason described in Subsection 1.8(a) of this Agreement; provided, however, that immediately following the end of the Holdover Period, the Executive may have a Termination of Employment for a Good Reason described in Subsection 1.8(a) based on events that occurred during the Holdover Period. 2. BENEFITS 2.1 RETENTION BONUS. Upon a Change in Control, the Executive shall be entitled to a cash payment equal to the Base Amount as a Retention Bonus. The Retention Bonus shall be paid within three business days after the Change in Control. 2.2 SEVERANCE COMPENSATION. Upon Termination of Employment, the Executive shall be entitled to receive a cash payment equal to two times the Base Amount. The Severance Compensation shall be paid within three business days after the Termination of Employment. 2.3 HEALTH COVERAGE. Upon Termination of Employment, the Executive shall be entitled to receive continuing group medical and dental insurance coverage for a period of 24 months after Termination of Employment, at no cost to the Executive. 2.4 EXCEPTION TO BENEFIT ELIGIBILITY. The Executive shall not be entitled to receive any of the benefits under this Agreement if the Executive is one of the "Persons" (or a member of a group within the meaning of Section 13(d)(3) of the Exchange Act that constitutes the "Person") whose beneficial ownership results in a "Change in Control" under Subsection 1.3(a) or clause (ii) of Subsection 1.3(c) or if the Executive is (i) a general partner, executive officer, or director of any such 5

Person, (ii) a person controlling any such Person, (iii) a general partner , executive officer, or director of any person controlling any such person, or (iv) a beneficial owner of (x) any equity interest in any such Person or controlling person, if such Person or controlling person was formed for the purpose of engaging in the transaction resulting in the Change in Control or (y) more than 5% of the outstanding equity interest therein, if not so formed. 3. DEATH BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to death, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided however, that if the Executive dies either (a) during the Holdover Period or (b) after a Termination of Employment, but prior to payment of all benefits under Section 2 of this Agreement, then the Executive's surviving spouse (or if no spouse survives the Executive, the Executive's estate) shall be entitled to the Severance Compensation. For purposes of this Section 3, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The benefits prescribed herein are in addition to those available under applicable law and under the terms of the Company's benefit plans and programs. 4. DISABILITY BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to Disability, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided, however, that if the Executive terminates employment due to Disability during the Holdover Period, the Executive shall receive Severance Compensation as if the date of termination due to Disability were the date of a Termination of Employment. For purposes of this Section 4, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The Executive shall also be eligible for disability benefits available under applicable law and under the terms of the Company's benefit plans and programs. 6

5. CERTAIN REDUCTION IN PAYMENTS Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 5 shall apply in the event that any payment or distribution (whether paid or payable, or distributed or distributable, pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions in payments required under this Section 5 (a "Payment")) to the Executive would constitute a "parachute payment" within the meaning of Code Section 280G; this Section 5 shall not be applicable if no such Payment to the Executive constitutes a parachute payment under Code Section 280G. In the event that a nationally recognized accounting firm chosen by the Company (the "Accounting Firm") shall determine that receipt of all Payments would subject the Executive to the excise tax imposed by Code Section 4999, then the aggregate present value of all Payments shall be reduced (but not below zero) such that such aggregate present value of Payments equals the Reduced Amount. If the Accounting Firm determines that some amount of Payments would result in a Reduced Amount, the Company shall promptly notify the Executive of the Accounting Firm's decision and further provide a copy of the detailed computations, and the Executive shall be entitled solely to the Reduced Amount. The Executive may then elect which of the Payments shall be eliminated or reduced (as long as after such election the present value, as determined in accordance with Code Section 280G(d)(4) ("Present Value"), of the aggregate Payments equals the Reduced Amount). The Executive shall advise the Company in writing of such election within 20 days of his receipt of notice. If no such election is made by the Executive within the 20-day period, the Company may elect which of such Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments equals the Reduced Amount) and shall promptly notify the Executive of such election. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Code Section 280G or subject to an excise tax on the Executive under Code Section 4999. For purposes of this Section 5, Present Value shall be determined in accordance with Code Section 280G(d)(4). 7

6. NO CONTRACT OF EMPLOYMENT This Agreement shall not be construed so as to create a contract, promise, or guarantee of employment for any particular term or duration, in any particular position or assignment, or at any particular level of compensation or benefits. 7. NON-ALIENATION OF BENEFITS No right or benefit at any time under the Agreement shall be subject to alienation, sale, transfer, assignment, pledge, or any encumbrance of any kind. If the Executive shall attempt to or shall alienate, sell, transfer, assign, pledge, or otherwise encumber his or her rights, benefits, or amounts payable under the Agreement, or any part thereof, or if by reason of his bankruptcy or other events happening at any time, such benefits would otherwise be received by anyone else, the Company in its sole discretion may terminate his interest in any such right or benefit and hold or pay it to, or for the benefit of, such person, his spouse, children, or other dependents, or any of them as the Company may determine. 8. TERM OF THIS AGREEMENT The Term of this Agreement shall commence on the date of this Agreement and end on the first anniversary of that date; PROVIDED, HOWEVER, that the Term shall automatically be extended without further action by the parties for additional one-year periods, unless written notice of the Company's intention not to extend has been given to the Executive at least six months prior to the expiration of the then effective Term. This Agreement shall be void and of no effect if (i) a Change in Control occurs after the expiration of the Term, or (ii) the Executive's employment with the Company and its subsidiaries is terminated for any reason prior to a Change in Control. 9. RESOLUTION OF DISPUTES (a) Any disputes arising under or in connection with this Agreement shall be resolved, in the Executive's discretion, either (i) by arbitration, to be held in Houston, Texas in accordance with the rules and procedures of the American Arbitration Association, or (ii) by litigation. (b) All costs, fees, and expenses of any arbitration or litigation in connection with this Agreement that results in any decision or settlement requiring the Company to make a payment to the Executive, including, without limitation, attorneys' fees of both the Executive and the Company, shall be borne by, and be 8

the obligation of, the Company. In no event shall the Executive be required to reimburse the Company for any of the costs and expenses incurred by the Company relating to arbitration or litigation. 10. MISCELLANEOUS 10.1 APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflict of laws. 10.2 AMENDMENTS/WAIVER. This Agreement may not be amended, waived, or modified otherwise than by a written agreement executed by the parties to this Agreement or their respective successors and legal representatives. No waiver by any party to this Agreement of any breach of any term, provision, or condition of this Agreement by the other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, or any prior or subsequent time. 10.3 NOTICES. All notices and other communications hereunder shall be in writing and shall be given by handdelivery to the other party, by facsimile transmission, by overnight courier, or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: Michael E. Calderone 20631 Laurel Lock Dr. Katy, Texas 77450

If to the Company:

TPC Corporation 200 West Lake Park Boulevard Suite 1000 Houston, Texas 77079.

10.4 PAYMENT OBLIGATION ABSOLUTE. Subject to Section 5 and to Subsection 2.4, the obligations of the Company to pay the benefits described in Section 2 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense, or other right which the Company may have against the Executive. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by another employer. 9

10.5 TAX WITHHOLDING. The Company may withhold from any benefits payable under this Agreement all federal, state, city, or other taxes that are required by any law or governmental regulation or ruling. IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first above written. TPC CORPORATION
By: /s/ John A. Strom -----------------------------John A. Strom, President

/s/ Michael E. Calderone -----------------------------Michael E. Calderone

10

CHANGE IN CONTROL AGREEMENT This Agreement ("Agreement"), dated as of November 8, 1996, is made by and between TPC Corporation, a Delaware corporation (the "Company"), and Ronald H. Benson (the "Executive"). RECITALS The Board of Directors of the Company (the "Board") has determined that it is in the best interest of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by any pending or threatened Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation arrangements upon a Change in Control that ensure that the compensation expectations of the Executive will be satisfied and that are competitive with those of other corporations. AGREEMENT NOW, THEREFORE, in consideration of the premises and covenants herein contained, and for other good and valuable consideration, the Company and the Executive hereby agree as follows: 1. DEFINITIONS 1.1 BASE AMOUNT means the Executive's base amount on the date of the Change in Control, as determined in accordance with Code Section 280G. 1.2 BOARD means the Board of Directors of the Company. 1.3 CHANGE IN CONTROL shall mean any of the following events that occur during the Term of this Agreement:

(a) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) a percentage of the then outstanding shares of common stock (assuming, for purposes of this definition, that all shares of Class B Common Stock have been converted into the same number of shares of Class A Common Stock) of the Company (the "Outstanding Company Common Stock") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Common Stock by any other Person, equals or exceeds 50%, or (ii) a percentage of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Voting Securities by any other Person, equals or exceeds 50%; provided, however, that for purposes of this subparagraph (a), the following acquisitions shall not in and of themselves constitute a Change in Control hereunder: (x) any acquisition of securities of the Company made directly from the Company and approved by a majority of the directors then comprising the Incumbent Board (as defined below), (y) any acquisition of beneficial ownership of a higher percentage of the Outstanding Company Common Stock or the Outstanding Company Voting Securities that results solely from the acquisition, purchase, or redemption of securities of the Company by the Company so long as such action by the Company was approved by a majority of the directors then comprising the Incumbent Board, or (z) any acquisition by any Company pursuant to a transaction that complies with clauses (i), (ii), and (iii) of subparagraph (c) hereof; or (b) Individuals who, as of November 8, 1996, constituted the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to November 8, 1996 whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all the assets of the Company (a 2

"Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially owned, directly or indirectly, more than 75% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any company resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) or the combined voting power of the then outstanding voting securities of such company except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 1.4 CODE means the Internal Revenue Code of 1986, as amended. 1.5 COMPANY means TPC Corporation and any successor thereto. 1.6 DIRECTOR means a member of the Board. 1.7 DISABILITY has the same meaning as the definition of disability under the Company's long-term disability plan. 1.8 GOOD REASON shall mean any of the following: 3

(a) the assignment to the Executive of any duties inconsistent with the Executive's duties at the time of a Change in Control or a change in the Executive's reporting responsibilities as in effect immediately prior to the Change in Control, without the Executive's express written consent; or any removal of the Executive from or any failure to reelect the Executive to positions held by the Executive immediately prior to the Change in Control, except in connection with promotions to higher office; (b) a reduction in the Executive's total compensation as in effect immediately prior to the Change in Control; (c) the failure of the Company substantially to maintain and continue the Executive's relative level of participation in the same or substantially comparable bonus, stock incentive programs, and retirement and welfare benefit plans as provided immediately prior to the Change in Control; (d) the failure of the Company substantially to provide and continue for the Executive the same or substantially comparable fringe benefits; or (e) the Company's requiring the Executive to be based anywhere other than in or within 20 miles of the Executive's principal place of employment at the time of the Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's prior business travel obligations or, in the event the Executive consents to relocation, the failure of the Company to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change in the Executive's principal residence in connection with such relocation. 1.9 HOLDOVER PERIOD means the period following a Change in Control that (a) begins on the date that the Company provides the Executive with written notice that the Company requires the services of the Executive and (b) ends on the date specified in the notice but no later than six months after the date of the Change in Control. 1.10 PROTECTED PERIOD shall be the period of time beginning upon the later of (a) the date of a Change in Control or (b) the last day of the Executive's Holdover Period, and ending two years after such date. 1.11 RETENTION BONUS means the Executive's benefit, as described in Subsection 2.1 of this Agreement. 4

1.12 SEVERANCE COMPENSATION means the Executive's severance benefit, as described in Subsection 2.2 of this Agreement. 1.13 TERM has the meaning set forth in Section 8 of this Agreement. 1.14 TERMINATION OF EMPLOYMENT shall be deemed to have occurred for purposes of this Agreement and the Executive shall be entitled to the Severance Compensation hereunder if following a Change in Control that occurs during the Term of this Agreement, the Executive (a) is terminated by the Company during the Holdover Period or the Protected Period for any reason other than willful dishonesty or the commission of a felony for which he is convicted and which, in either case, may cause material harm to the Company, (b) terminates employment during the Protected Period where such termination in any way follows or results from a Good Reason, or (c) terminates employment during the Holdover Period where such termination in any way follows or results from a Good Reason described in Subsection 1.8(b)-(e) of this Agreement. The Executive is not entitled to benefits under this Agreement if he terminates service during the Holdover Period for a Good Reason described in Subsection 1.8(a) of this Agreement; provided, however, that immediately following the end of the Holdover Period, the Executive may have a Termination of Employment for a Good Reason described in Subsection 1.8(a) based on events that occurred during the Holdover Period. 2. BENEFITS 2.1 RETENTION BONUS. Upon a Change in Control, the Executive shall be entitled to a cash payment equal to two-thirds times the Base Amount as a Retention Bonus. The Retention Bonus shall be paid within three business days after the Change in Control. 2.2 SEVERANCE COMPENSATION. Upon Termination of Employment, the Executive shall be entitled to receive a cash payment equal to four-thirds times the Base Amount. The Severance Compensation shall be paid within three business days after the Termination of Employment. 2.3 HEALTH COVERAGE. Upon Termination of Employment, the Executive shall be entitled to receive continuing group medical and dental insurance coverage for a period of 24 months after Termination of Employment, at no cost to the Executive. 2.4 EXCEPTION TO BENEFIT ELIGIBILITY. The Executive shall not be entitled to receive any of the benefits under this Agreement if the Executive is one of the "Persons" (or a member of a group within the meaning of Section 13(d)(3) of the Exchange Act that constitutes the "Person") whose beneficial ownership results in a "Change in Control" under Subsection 1.3(a) or clause (ii) of Subsection 1.3(c) or if the Executive is (i) a general partner, executive officer, or director of any such 5

Person, (ii) a person controlling any such Person, (iii) a general partner, executive officer, or director of any person controlling any such person, or (iv) a beneficial owner of (x) any equity interest in any such Person or controlling person, if such Person or controlling person was formed for the purpose of engaging in the transaction resulting in the Change in Control or (y) more than 5% of the outstanding equity interest therein, if not so formed. 3. DEATH BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to death, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided however, that if the Executive dies either (a) during the Holdover Period or (b) after a Termination of Employment, but prior to payment of all benefits under Section 2 of this Agreement, then the Executive's surviving spouse (or if no spouse survives the Executive, the Executive's estate) shall be entitled to the Severance Compensation. For purposes of this Section 3, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The benefits prescribed herein are in addition to those available under applicable law and under the terms of the Company's benefit plans and programs. 4. DISABILITY BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to Disability, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided, however, that if the Executive terminates employment due to Disability during the Holdover Period, the Executive shall receive Severance Compensation as if the date of termination due to Disability were the date of a Termination of Employment. For purposes of this Section 4, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The Executive shall also be eligible for disability benefits available under applicable law and under the terms of the Company's benefit plans and programs. 6

5. CERTAIN REDUCTION IN PAYMENTS Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 5 shall apply in the event that any payment or distribution (whether paid or payable, or distributed or distributable, pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions in payments required under this Section 5 (a "Payment")) to the Executive would constitute a "parachute payment" within the meaning of Code Section 280G; this Section 5 shall not be applicable if no such Payment to the Executive constitutes a parachute payment under Code Section 280G. In the event that a nationally recognized accounting firm chosen by the Company (the "Accounting Firm") shall determine that receipt of all Payments would subject the Executive to the excise tax imposed by Code Section 4999, then the aggregate present value of all Payments shall be reduced (but not below zero) such that such aggregate present value of Payments equals the Reduced Amount. If the Accounting Firm determines that some amount of Payments would result in a Reduced Amount, the Company shall promptly notify the Executive of the Accounting Firm's decision and further provide a copy of the detailed computations, and the Executive shall be entitled solely to the Reduced Amount. The Executive may then elect which of the Payments shall be eliminated or reduced (as long as after such election the present value, as determined in accordance with Code Section 280G(d)(4) ("Present Value"), of the aggregate Payments equals the Reduced Amount). The Executive shall advise the Company in writing of such election within 20 days of his receipt of notice. If no such election is made by the Executive within the 20-day period, the Company may elect which of such Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments equals the Reduced Amount) and shall promptly notify the Executive of such election. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Code Section 280G or subject to an excise tax on the Executive under Code Section 4999. For purposes of this Section 5, Present Value shall be determined in accordance with Code Section 280G(d)(4). 7

6. NO CONTRACT OF EMPLOYMENT This Agreement shall not be construed so as to create a contract, promise, or guarantee of employment for any particular term or duration, in any particular position or assignment, or at any particular level of compensation or benefits. 7. NON-ALIENATION OF BENEFITS No right or benefit at any time under the Agreement shall be subject to alienation, sale, transfer, assignment, pledge, or any encumbrance of any kind. If the Executive shall attempt to or shall alienate, sell, transfer, assign, pledge, or otherwise encumber his or her rights, benefits, or amounts payable under the Agreement, or any part thereof, or if by reason of his bankruptcy or other events happening at any time, such benefits would otherwise be received by anyone else, the Company in its sole discretion may terminate his interest in any such right or benefit and hold or pay it to, or for the benefit of, such person, his spouse, children, or other dependents, or any of them as the Company may determine. 8. TERM OF THIS AGREEMENT The Term of this Agreement shall commence on the date of this Agreement and end on the first anniversary of that date; PROVIDED, HOWEVER, that the Term shall automatically be extended without further action by the parties for additional one-year periods, unless written notice of the Company's intention not to extend has been given to the Executive at least six months prior to the expiration of the then effective Term. This Agreement shall be void and of no effect if (i) a Change in Control occurs after the expiration of the Term, or (ii) the Executive's employment with the Company and its subsidiaries is terminated for any reason prior to a Change in Control. 9. RESOLUTION OF DISPUTES (a) Any disputes arising under or in connection with this Agreement shall be resolved, in the Executive's discretion, either (i) by arbitration, to be held in Houston, Texas in accordance with the rules and procedures of the American Arbitration Association, or (ii) by litigation. (b) All costs, fees, and expenses of any arbitration or litigation in connection with this Agreement that results in any decision or settlement requiring the Company to make a payment to the Executive, including, without limitation, attorneys' fees of both the Executive and the Company, shall be borne by, and be 8

the obligation of, the Company. In no event shall the Executive be required to reimburse the Company for any of the costs and expenses incurred by the Company relating to arbitration or litigation. 10. MISCELLANEOUS 10.1 APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflict of laws. 10.2 AMENDMENTS/WAIVER. This Agreement may not be amended, waived, or modified otherwise than by a written agreement executed by the parties to this Agreement or their respective successors and legal representatives. No waiver by any party to this Agreement of any breach of any term, provision, or condition of this Agreement by the other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, or any prior or subsequent time. 10.3 NOTICES. All notices and other communications hereunder shall be in writing and shall be given by handdelivery to the other party, by facsimile transmission, by overnight courier, or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: Ronald H. Benson 13618 Winter Creek Court Houston, Texas 77077

If to the Company:

TPC Corporation 200 West Lake Park Boulevard Suite 1000 Houston, Texas 77079.

10.4 PAYMENT OBLIGATION ABSOLUTE. Subject to Section 5 and to Subsection 2.4, the obligations of the Company to pay the benefits described in Section 2 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense, or other right which the Company may have against the Executive. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by another employer. 9

10.5 TAX WITHHOLDING. The Company may withhold from any benefits payable under this Agreement all federal, state, city, or other taxes that are required by any law or governmental regulation or ruling. IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first above written. TPC CORPORATION
By: /s/ JOHN S. STROM -------------------------------------John A. Strom, President

/s/ RONALD H. BENSON -------------------------------------Ronald H. Benson

10

CHANGE IN CONTROL AGREEMENT This Agreement ("Agreement"), dated as of November 8, 1996, is made by and between TPC Corporation, a Delaware corporation (the "Company"), and M. Scott Jones (the "Executive"). RECITALS The Board of Directors of the Company (the "Board") has determined that it is in the best interest of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by any pending or threatened Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation arrangements upon a Change in Control that ensure that the compensation expectations of the Executive will be satisfied and that are competitive with those of other corporations. AGREEMENT NOW, THEREFORE, in consideration of the premises and covenants herein contained, and for other good and valuable consideration, the Company and the Executive hereby agree as follows: 1. DEFINITIONS 1.1 BASE AMOUNT means the Executive's base amount on the date of the Change in Control, as determined in accordance with Code Section 280G. 1.2 BOARD means the Board of Directors of the Company. 1.3 CHANGE IN CONTROL shall mean any of the following events that occur during the Term of this Agreement:

(a) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) a percentage of the then outstanding shares of common stock (assuming, for purposes of this definition, that all shares of Class B Common Stock have been converted into the same number of shares of Class A Common Stock) of the Company (the "Outstanding Company Common Stock") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Common Stock by any other Person, equals or exceeds 50%, or (ii) a percentage of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Voting Securities by any other Person, equals or exceeds 50%; provided, however, that for purposes of this subparagraph (a), the following acquisitions shall not in and of themselves constitute a Change in Control hereunder: (x) any acquisition of securities of the Company made directly from the Company and approved by a majority of the directors then comprising the Incumbent Board (as defined below), (y) any acquisition of beneficial ownership of a higher percentage of the Outstanding Company Common Stock or the Outstanding Company Voting Securities that results solely from the acquisition, purchase, or redemption of securities of the Company by the Company so long as such action by the Company was approved by a majority of the directors then comprising the Incumbent Board, or (z) any acquisition by any Company pursuant to a transaction that complies with clauses (i), (ii), and (iii) of subparagraph (c) hereof; or (b) Individuals who, as of November 8, 1996, constituted the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to November 8, 1996 whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all the assets of the Company (a 2

"Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially owned, directly or indirectly, more than 75% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any company resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) or the combined voting power of the then outstanding voting securities of such company except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 1.4 CODE means the Internal Revenue Code of 1986, as amended. 1.5 COMPANY means TPC Corporation and any successor thereto. 1.6 DIRECTOR means a member of the Board. 1.7 DISABILITY has the same meaning as the definition of disability under the Company's long-term disability plan. 1.8 GOOD REASON shall mean any of the following: 3

(a) the assignment to the Executive of any duties inconsistent with the Executive's duties at the time of a Change in Control or a change in the Executive's reporting responsibilities as in effect immediately prior to the Change in Control, without the Executive's express written consent; or any removal of the Executive from or any failure to reelect the Executive to positions held by the Executive immediately prior to the Change in Control, except in connection with promotions to higher office; (b) a reduction in the Executive's total compensation as in effect immediately prior to the Change in Control; (c) the failure of the Company substantially to maintain and continue the Executive's relative level of participation in the same or substantially comparable bonus, stock incentive programs, and retirement and welfare benefit plans as provided immediately prior to the Change in Control; (d) the failure of the Company substantially to provide and continue for the Executive the same or substantially comparable fringe benefits; or (e) the Company's requiring the Executive to be based anywhere other than in or within 20 miles of the Executive's principal place of employment at the time of the Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's prior business travel obligations or, in the event the Executive consents to relocation, the failure of the Company to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change in the Executive's principal residence in connection with such relocation. 1.9 HOLDOVER PERIOD means the period following a Change in Control that (a) begins on the date that the Company provides the Executive with written notice that the Company requires the services of the Executive and (b) ends on the date specified in the notice but no later than six months after the date of the Change in Control. 1.10 PROTECTED PERIOD shall be the period of time beginning upon the later of (a) the date of a Change in Control or (b) the last day of the Executive's Holdover Period, and ending two years after such date. 1.11 RETENTION BONUS means the Executive's benefit, as described in Subsection 2.1 of this Agreement. 4

1.12 SEVERANCE COMPENSATION means the Executive's severance benefit, as described in Subsection 2.2 of this Agreement. 1.13 TERM has the meaning set forth in Section 8 of this Agreement. 1.14 TERMINATION OF EMPLOYMENT shall be deemed to have occurred for purposes of this Agreement and the Executive shall be entitled to the Severance Compensation hereunder if following a Change in Control that occurs during the Term of this Agreement, the Executive (a) is terminated by the Company during the Holdover Period or the Protected Period for any reason other than willful dishonesty or the commission of a felony for which he is convicted and which, in either case, may cause material harm to the Company, (b) terminates employment during the Protected Period where such termination in any way follows or results from a Good Reason, or (c) terminates employment during the Holdover Period where such termination in any way follows or results from a Good Reason described in Subsection 1.8(b)-(e) of this Agreement. The Executive is not entitled to benefits under this Agreement if he terminates service during the Holdover Period for a Good Reason described in Subsection 1.8(a) of this Agreement; provided, however, that immediately following the end of the Holdover Period, the Executive may have a Termination of Employment for a Good Reason described in Subsection 1.8(a) based on events that occurred during the Holdover Period. 2. BENEFITS 2.1 RETENTION BONUS. Upon a Change in Control, the Executive shall be entitled to a cash payment equal to the Base Amount as a Retention Bonus. The Retention Bonus shall be paid within three business days after the Change in Control. 2.2 SEVERANCE COMPENSATION. Upon Termination of Employment, the Executive shall be entitled to receive a cash payment equal to two times the Base Amount. The Severance Compensation shall be paid within three business days after the Termination of Employment. 2.3 HEALTH COVERAGE. Upon Termination of Employment, the Executive shall be entitled to receive continuing group medical and dental insurance coverage for a period of 24 months after Termination of Employment, at no cost to the Executive. 2.4 EXCEPTION TO BENEFIT ELIGIBILITY. The Executive shall not be entitled to receive any of the benefits under this Agreement if the Executive is one of the "Persons" (or a member of a group within the meaning of Section 13(d)(3) of the Exchange Act that constitutes the "Person") whose beneficial ownership results in a "Change in Control" under Subsection 1.3(a) or clause (ii) of Subsection 1.3(c) or if the Executive is (i) a general partner, executive officer, or director of any such Person, (ii) a person controlling any such 5

Person, (iii) a general partner, executive officer, or director of any person controlling any such person, or (iv) a beneficial owner of (x) any equity interest in any such Person or controlling person, if such Person or controlling person was formed for the purpose of engaging in the transaction resulting in the Change in Control or (y) more than 5% of the outstanding equity interest therein, if not so formed. 3. DEATH BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to death, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided however, that if the Executive dies either (a) during the Holdover Period or (b) after a Termination of Employment, but prior to payment of all benefits under Section 2 of this Agreement, then the Executive's surviving spouse (or if no spouse survives the Executive, the Executive's estate) shall be entitled to the Severance Compensation. For purposes of this Section 3, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The benefits prescribed herein are in addition to those available under applicable law and under the terms of the Company's benefit plans and programs. 4. DISABILITY BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to Disability, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided, however, that if the Executive terminates employment due to Disability during the Holdover Period, the Executive shall receive Severance Compensation as if the date of termination due to Disability were the date of a Termination of Employment. For purposes of this Section 4, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The Executive shall also be eligible for disability benefits available under applicable law and under the terms of the Company's benefit plans and programs. 6

5. CERTAIN REDUCTION IN PAYMENTS Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 5 shall apply in the event that any payment or distribution (whether paid or payable, or distributed or distributable, pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions in payments required under this Section 5 (a "Payment")) to the Executive would constitute a "parachute payment" within the meaning of Code Section 280G; this Section 5 shall not be applicable if no such Payment to the Executive constitutes a parachute payment under Code Section 280G. In the event that a nationally recognized accounting firm chosen by the Company (the "Accounting Firm") shall determine that receipt of all Payments would subject the Executive to the excise tax imposed by Code Section 4999, then the aggregate present value of all Payments shall be reduced (but not below zero) such that such aggregate present value of Payments equals the Reduced Amount. If the Accounting Firm determines that some amount of Payments would result in a Reduced Amount, the Company shall promptly notify the Executive of the Accounting Firm's decision and further provide a copy of the detailed computations, and the Executive shall be entitled solely to the Reduced Amount. The Executive may then elect which of the Payments shall be eliminated or reduced (as long as after such election the present value, as determined in accordance with Code Section 280G(d)(4) ("Present Value"), of the aggregate Payments equals the Reduced Amount). The Executive shall advise the Company in writing of such election within 20 days of his receipt of notice. If no such election is made by the Executive within the 20-day period, the Company may elect which of such Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments equals the Reduced Amount) and shall promptly notify the Executive of such election. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Code Section 280G or subject to an excise tax on the Executive under Code Section 4999. For purposes of this Section 5, Present Value shall be determined in accordance with Code Section 280G(d)(4). 7

6. NO CONTRACT OF EMPLOYMENT This Agreement shall not be construed so as to create a contract, promise, or guarantee of employment for any particular term or duration, in any particular position or assignment, or at any particular level of compensation or benefits. 7. NON-ALIENATION OF BENEFITS No right or benefit at any time under the Agreement shall be subject to alienation, sale, transfer, assignment, pledge, or any encumbrance of any kind. If the Executive shall attempt to or shall alienate, sell, transfer, assign, pledge, or otherwise encumber his or her rights, benefits, or amounts payable under the Agreement, or any part thereof, or if by reason of his bankruptcy or other events happening at any time, such benefits would otherwise be received by anyone else, the Company in its sole discretion may terminate his interest in any such right or benefit and hold or pay it to, or for the benefit of, such person, his spouse, children, or other dependents, or any of them as the Company may determine. 8. TERM OF THIS AGREEMENT The Term of this Agreement shall commence on the date of this Agreement and end on the first anniversary of that date; PROVIDED, HOWEVER, that the Term shall automatically be extended without further action by the parties for additional one-year periods, unless written notice of the Company's intention not to extend has been given to the Executive at least six months prior to the expiration of the then effective Term. This Agreement shall be void and of no effect if (i) a Change in Control occurs after the expiration of the Term, or (ii) the Executive's employment with the Company and its subsidiaries is terminated for any reason prior to a Change in Control. 9. RESOLUTION OF DISPUTES (a) Any disputes arising under or in connection with this Agreement shall be resolved, in the Executive's discretion, either (i) by arbitration, to be held in Houston, Texas in accordance with the rules and procedures of the American Arbitration Association, or (ii) by litigation. (b) All costs, fees, and expenses of any arbitration or litigation in connection with this Agreement that results in any decision or settlement requiring the Company to make a payment to the Executive, including, without limitation, attorneys' fees of both the Executive and the Company, shall be borne by, and be 8

the obligation of, the Company. In no event shall the Executive be required to reimburse the Company for any of the costs and expenses incurred by the Company relating to arbitration or litigation. 10. MISCELLANEOUS 10.1 APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflict of laws. 10.2 AMENDMENTS/WAIVER. This Agreement may not be amended, waived, or modified otherwise than by a written agreement executed by the parties to this Agreement or their respective successors and legal representatives. No waiver by any party to this Agreement of any breach of any term, provision, or condition of this Agreement by the other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, or any prior or subsequent time. 10.3 NOTICES. All notices and other communications hereunder shall be in writing and shall be given by handdelivery to the other party, by facsimile transmission, by overnight courier, or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: M. Scott Jones 3026 Tangley Houston, Texas

77005

If to the Company:

TPC Corporation 200 West Lake Park Boulevard Suite 1000 Houston, Texas 77079.

10.4 PAYMENT OBLIGATION ABSOLUTE. Subject to Section 5 and to Subsection 2.4, the obligations of the Company to pay the benefits described in Section 2 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense, or other right which the Company may have against the Executive. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by another employer. 9

10.5 TAX WITHHOLDING. The Company may withhold from any benefits payable under this Agreement all federal, state, city, or other taxes that are required by any law or governmental regulation or ruling. IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first above written. TPC CORPORATION
By: /s/ JOHN A. STROM --------------------------------John A. Strom, President

/s/ M. SCOTT JONES -----------------------------------M. Scott Jones

10

CHANGE IN CONTROL AGREEMENT This Agreement ("Agreement"), dated as of November 8, 1996, is made by and between TPC Corporation, a Delaware corporation (the "Company"), and Robert D. Kincaid (the "Executive"). RECITALS The Board of Directors of the Company (the "Board") has determined that it is in the best interest of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by any pending or threatened Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation arrangements upon a Change in Control that ensure that the compensation expectations of the Executive will be satisfied and that are competitive with those of other corporations. AGREEMENT NOW, THEREFORE, in consideration of the premises and covenants herein contained, and for other good and valuable consideration, the Company and the Executive hereby agree as follows: 1. DEFINITIONS 1.1 BASE AMOUNT means the Executive's base amount on the date of the Change in Control, as determined in accordance with Code Section 280G. 1.2 BOARD means the Board of Directors of the Company. 1.3 CHANGE IN CONTROL shall mean any of the following events that occur during the Term of this Agreement:

(a) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) a percentage of the then outstanding shares of common stock (assuming, for purposes of this definition, that all shares of Class B Common Stock have been converted into the same number of shares of Class A Common Stock) of the Company (the "Outstanding Company Common Stock") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Common Stock by any other Person, equals or exceeds 50%, or (ii) a percentage of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Voting Securities by any other Person, equals or exceeds 50%; provided, however, that for purposes of this subparagraph (a), the following acquisitions shall not in and of themselves constitute a Change in Control hereunder: (x) any acquisition of securities of the Company made directly from the Company and approved by a majority of the directors then comprising the Incumbent Board (as defined below), (y) any acquisition of beneficial ownership of a higher percentage of the Outstanding Company Common Stock or the Outstanding Company Voting Securities that results solely from the acquisition, purchase, or redemption of securities of the Company by the Company so long as such action by the Company was approved by a majority of the directors then comprising the Incumbent Board, or (z) any acquisition by any Company pursuant to a transaction that complies with clauses (i), (ii), and (iii) of subparagraph (c) hereof; or (b) Individuals who, as of November 8, 1996, constituted the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to November 8, 1996 whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all the assets of the Company (a 2

"Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially owned, directly or indirectly, more than 75% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any company resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) or the combined voting power of the then outstanding voting securities of such company except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 1.4 CODE means the Internal Revenue Code of 1986, as amended. 1.5 COMPANY means TPC Corporation and any successor thereto. 1.6 DIRECTOR means a member of the Board. 1.7 DISABILITY has the same meaning as the definition of disability under the Company's long-term disability plan. 1.8 GOOD REASON shall mean any of the following: (a) the assignment to the Executive of any duties inconsistent with the Executive's duties at the time of a Change in Control or a change in the 3

Executive's reporting responsibilities as in effect immediately prior to the Change in Control, without the Executive's express written consent; or any removal of the Executive from or any failure to reelect the Executive to positions held by the Executive immediately prior to the Change in Control, except in connection with promotions to higher office; (b) a reduction in the Executive's total compensation as in effect immediately prior to the Change in Control; (c) the failure of the Company substantially to maintain and continue the Executive's relative level of participation in the same or substantially comparable bonus, stock incentive programs, and retirement and welfare benefit plans as provided immediately prior to the Change in Control; (d) the failure of the Company substantially to provide and continue for the Executive the same or substantially comparable fringe benefits; or (e) the Company's requiring the Executive to be based anywhere other than in or within 20 miles of the Executive's principal place of employment at the time of the Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's prior business travel obligations or, in the event the Executive consents to relocation, the failure of the Company to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change in the Executive's principal residence in connection with such relocation. 1.9 HOLDOVER PERIOD means the period following a Change in Control that (a) begins on the date that the Company provides the Executive with written notice that the Company requires the services of the Executive and (b) ends on the date specified in the notice but no later than six months after the date of the Change in Control. 1.10 PROTECTED PERIOD shall be the period of time beginning upon the later of (a) the date of a Change in Control or (b) the last day of the Executive's Holdover Period, and ending two years after such date. 1.11 RETENTION BONUS means the Executive's benefit, as described in Subsection 2.1 of this Agreement. 4

1.12 SEVERANCE COMPENSATION means the Executive's severance benefit, as described in Subsection 2.2 of this Agreement. 1.13 TERM has the meaning set forth in Section 8 of this Agreement. 1.14 TERMINATION OF EMPLOYMENT shall be deemed to have occurred for purposes of this Agreement and the Executive shall be entitled to the Severance Compensation hereunder if following a Change in Control that occurs during the Term of this Agreement, the Executive (a) is terminated by the Company during the Holdover Period or the Protected Period for any reason other than willful dishonesty or the commission of a felony for which he is convicted and which, in either case, may cause material harm to the Company, (b) terminates employment during the Protected Period where such termination in any way follows or results from a Good Reason, or (c) terminates employment during the Holdover Period where such termination in any way follows or results from a Good Reason described in Subsection 1.8(b)-(e) of this Agreement. The Executive is not entitled to benefits under this Agreement if he terminates service during the Holdover Period for a Good Reason described in Subsection 1.8(a) of this Agreement; provided, however, that immediately following the end of the Holdover Period, the Executive may have a Termination of Employment for a Good Reason described in Subsection 1.8(a) based on events that occurred during the Holdover Period. 2. BENEFITS 2.1 RETENTION BONUS. Upon a Change in Control, the Executive shall be entitled to a cash payment equal to two-thirds times the Base Amount as a Retention Bonus. The Retention Bonus shall be paid within three business days after the Change in Control. 2.2 SEVERANCE COMPENSATION. Upon Termination of Employment, the Executive shall be entitled to receive a cash payment equal to four-thirds times the Base Amount. The Severance Compensation shall be paid within three business days after the Termination of Employment. 2.3 HEALTH COVERAGE. Upon Termination of Employment, the Executive shall be entitled to receive continuing group medical and dental insurance coverage for a period of 24 months after Termination of Employment, at no cost to the Executive. 2.4 EXCEPTION TO BENEFIT ELIGIBILITY. The Executive shall not be entitled to receive any of the benefits under this Agreement if the Executive is one of the "Persons" (or a member of a group within the meaning of Section 13(d)(3) of the Exchange Act that constitutes the "Person") whose beneficial ownership results in a "Change in Control" under Subsection 1.3(a) or clause (ii) of Subsection 1.3(c) or if the Executive is (i) a general partner, executive officer, or director of any such 5

Person, (ii) a person controlling any such Person, (iii) a general partner , executive officer, or director of any person controlling any such person, or (iv) a beneficial owner of (x) any equity interest in any such Person or controlling person, if such Person or controlling person was formed for the purpose of engaging in the transaction resulting in the Change in Control or (y) more than 5% of the outstanding equity interest therein, if not so formed. 3. DEATH BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to death, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided however, that if the Executive dies either (a) during the Holdover Period or (b) after a Termination of Employment, but prior to payment of all benefits under Section 2 of this Agreement, then the Executive's surviving spouse (or if no spouse survives the Executive, the Executive's estate) shall be entitled to the Severance Compensation. For purposes of this Section 3, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The benefits prescribed herein are in addition to those available under applicable law and under the terms of the Company's benefit plans and programs. 4. DISABILITY BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to Disability, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided, however, that if the Executive terminates employment due to Disability during the Holdover Period, the Executive shall receive Severance Compensation as if the date of termination due to Disability were the date of a Termination of Employment. For purposes of this Section 4, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The Executive shall also be eligible for disability benefits available under applicable law and under the terms of the Company's benefit plans and programs. 6

5. CERTAIN REDUCTION IN PAYMENTS Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 5 shall apply in the event that any payment or distribution (whether paid or payable, or distributed or distributable, pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions in payments required under this Section 5 (a "Payment")) to the Executive would constitute a "parachute payment" within the meaning of Code Section 280G; this Section 5 shall not be applicable if no such Payment to the Executive constitutes a parachute payment under Code Section 280G. In the event that a nationally recognized accounting firm chosen by the Company (the "Accounting Firm") shall determine that receipt of all Payments would subject the Executive to the excise tax imposed by Code Section 4999, then the aggregate present value of all Payments shall be reduced (but not below zero) such that such aggregate present value of Payments equals the Reduced Amount. If the Accounting Firm determines that some amount of Payments would result in a Reduced Amount, the Company shall promptly notify the Executive of the Accounting Firm's decision and further provide a copy of the detailed computations, and the Executive shall be entitled solely to the Reduced Amount. The Executive may then elect which of the Payments shall be eliminated or reduced (as long as after such election the present value, as determined in accordance with Code Section 280G(d)(4) ("Present Value"), of the aggregate Payments equals the Reduced Amount). The Executive shall advise the Company in writing of such election within 20 days of his receipt of notice. If no such election is made by the Executive within the 20-day period, the Company may elect which of such Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments equals the Reduced Amount) and shall promptly notify the Executive of such election. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Code Section 280G or subject to an excise tax on the Executive under Code Section 4999. For purposes of this Section 5, Present Value shall be determined in accordance with Code Section 280G(d)(4). 7

6. NO CONTRACT OF EMPLOYMENT This Agreement shall not be construed so as to create a contract, promise, or guarantee of employment for any particular term or duration, in any particular position or assignment, or at any particular level of compensation or benefits. 7. NON-ALIENATION OF BENEFITS No right or benefit at any time under the Agreement shall be subject to alienation, sale, transfer, assignment, pledge, or any encumbrance of any kind. If the Executive shall attempt to or shall alienate, sell, transfer, assign, pledge, or otherwise encumber his or her rights, benefits, or amounts payable under the Agreement, or any part thereof, or if by reason of his bankruptcy or other events happening at any time, such benefits would otherwise be received by anyone else, the Company in its sole discretion may terminate his interest in any such right or benefit and hold or pay it to, or for the benefit of, such person, his spouse, children, or other dependents, or any of them as the Company may determine. 8. TERM OF THIS AGREEMENT The Term of this Agreement shall commence on the date of this Agreement and end on the first anniversary of that date; PROVIDED, HOWEVER, that the Term shall automatically be extended without further action by the parties for additional one-year periods, unless written notice of the Company's intention not to extend has been given to the Executive at least six months prior to the expiration of the then effective Term. This Agreement shall be void and of no effect if (i) a Change in Control occurs after the expiration of the Term, or (ii) the Executive's employment with the Company and its subsidiaries is terminated for any reason prior to a Change in Control. 9. RESOLUTION OF DISPUTES (a) Any disputes arising under or in connection with this Agreement shall be resolved, in the Executive's discretion, either (i) by arbitration, to be held in Houston, Texas in accordance with the rules and procedures of the American Arbitration Association, or (ii) by litigation. (b) All costs, fees, and expenses of any arbitration or litigation in connection with this Agreement that results in any decision or settlement requiring the Company to make a payment to the Executive, including, without limitation, attorneys' fees of both the Executive and the Company, shall be borne by, and be 8

the obligation of, the Company. In no event shall the Executive be required to reimburse the Company for any of the costs and expenses incurred by the Company relating to arbitration or litigation. 10. MISCELLANEOUS 10.1 APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflict of laws. 10.2 AMENDMENTS/WAIVER. This Agreement may not be amended, waived, or modified otherwise than by a written agreement executed by the parties to this Agreement or their respective successors and legal representatives. No waiver by any party to this Agreement of any breach of any term, provision, or condition of this Agreement by the other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, or any prior or subsequent time. 10.3 NOTICES. All notices and other communications hereunder shall be in writing and shall be given by handdelivery to the other party, by facsimile transmission, by overnight courier, or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: Robert D. Kincaid 36 Rippling Creek Dr. Sugar Land, Texas 77479

If to the Company:

TPC Corporation 200 West Lake Park Boulevard Suite 1000 Houston, Texas 77079.

10.4 PAYMENT OBLIGATION ABSOLUTE. Subject to Section 5 and to Subsection 2.4, the obligations of the Company to pay the benefits described in Section 2 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense, or other right which the Company may have against the Executive. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by another employer. 9

10.5 TAX WITHHOLDING. The Company may withhold from any benefits payable under this Agreement all federal, state, city, or other taxes that are required by any law or governmental regulation or ruling. IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first above written. TPC CORPORATION
By: /s/ JOHN A. STROM -----------------------------John A. Strom, President

/s/ ROBERT D. KINCAID ---------------------------------Robert D. Kincaid

10

CHANGE IN CONTROL AGREEMENT This Agreement ("Agreement"), dated as of November 8, 1996, is made by and between TPC Corporation, a Delaware corporation (the "Company"), and Joseph J. DiNorscia (the "Executive"). RECITALS The Board of Directors of the Company (the "Board") has determined that it is in the best interest of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by any pending or threatened Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation arrangements upon a Change in Control that ensure that the compensation expectations of the Executive will be satisfied and that are competitive with those of other corporations. AGREEMENT NOW, THEREFORE, in consideration of the premises and covenants herein contained, and for other good and valuable consideration, the Company and the Executive hereby agree as follows: 1. DEFINITIONS 1.1 BASE AMOUNT means the Executive's base amount on the date of the Change in Control, as determined in accordance with Code Section 280G. 1.2 BOARD means the Board of Directors of the Company. 1.3 CHANGE IN CONTROL shall mean any of the following events that occur during the Term of this Agreement:

(a) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) a percentage of the then outstanding shares of common stock (assuming, for purposes of this definition, that all shares of Class B Common Stock have been converted into the same number of shares of Class A Common Stock) of the Company (the "Outstanding Company Common Stock") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Common Stock by any other Person, equals or exceeds 50%, or (ii) a percentage of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Voting Securities by any other Person, equals or exceeds 50%; provided, however, that for purposes of this subparagraph (a), the following acquisitions shall not in and of themselves constitute a Change in Control hereunder: (x) any acquisition of securities of the Company made directly from the Company and approved by a majority of the directors then comprising the Incumbent Board (as defined below), (y) any acquisition of beneficial ownership of a higher percentage of the Outstanding Company Common Stock or the Outstanding Company Voting Securities that results solely from the acquisition, purchase, or redemption of securities of the Company by the Company so long as such action by the Company was approved by a majority of the directors then comprising the Incumbent Board, or (z) any acquisition by any Company pursuant to a transaction that complies with clauses (i), (ii), and (iii) of subparagraph (c) hereof; or (b) Individuals who, as of November 8, 1996, constituted the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to November 8, 1996 whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all the assets of the Company (a 2

"Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially owned, directly or indirectly, more than 75% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any company resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) or the combined voting power of the then outstanding voting securities of such company except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 1.4 CODE means the Internal Revenue Code of 1986, as amended. 1.5 COMPANY means TPC Corporation and any successor thereto. 1.6 DIRECTOR means a member of the Board. 1.7 DISABILITY has the same meaning as the definition of disability under the Company's long-term disability plan. 1.8 GOOD REASON shall mean any of the following: 3

(a) the assignment to the Executive of any duties inconsistent with the Executive's duties at the time of a Change in Control or a change in the Executive's reporting responsibilities as in effect immediately prior to the Change in Control, without the Executive's express written consent; or any removal of the Executive from or any failure to reelect the Executive to positions held by the Executive immediately prior to the Change in Control, except in connection with promotions to higher office; (b) a reduction in the Executive's total compensation as in effect immediately prior to the Change in Control; (c) the failure of the Company substantially to maintain and continue the Executive's relative level of participation in the same or substantially comparable bonus, stock incentive programs, and retirement and welfare benefit plans as provided immediately prior to the Change in Control; (d) the failure of the Company substantially to provide and continue for the Executive the same or substantially comparable fringe benefits; or (e) the Company's requiring the Executive to be based anywhere other than in or within 20 miles of the Executive's principal place of employment at the time of the Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's prior business travel obligations or, in the event the Executive consents to relocation, the failure of the Company to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change in the Executive's principal residence in connection with such relocation. 1.9 HOLDOVER PERIOD means the period following a Change in Control that (a) begins on the date that the Company provides the Executive with written notice that the Company requires the services of the Executive and (b) ends on the date specified in the notice but no later than six months after the date of the Change in Control. 1.10 PROTECTED PERIOD shall be the period of time beginning upon the later of (a) the date of a Change in Control or (b) the last day of the Executive's Holdover Period, and ending two years after such date. 1.11 RETENTION BONUS means the Executive's benefit, as described in Subsection 2.1 of this Agreement. 4

1.12 SEVERANCE COMPENSATION means the Executive's severance benefit, as described in Subsection 2.2 of this Agreement. 1.13 TERM has the meaning set forth in Section 8 of this Agreement. 1.14 TERMINATION OF EMPLOYMENT shall be deemed to have occurred for purposes of this Agreement and the Executive shall be entitled to the Severance Compensation hereunder if following a Change in Control that occurs during the Term of this Agreement, the Executive (a) is terminated by the Company during the Holdover Period or the Protected Period for any reason other than willful dishonesty or the commission of a felony for which he is convicted and which, in either case, may cause material harm to the Company, (b) terminates employment during the Protected Period where such termination in any way follows or results from a Good Reason, or (c) terminates employment during the Holdover Period where such termination in any way follows or results from a Good Reason described in Subsection 1.8(b)-(e) of this Agreement. The Executive is not entitled to benefits under this Agreement if he terminates service during the Holdover Period for a Good Reason described in Subsection 1.8(a) of this Agreement; provided, however, that immediately following the end of the Holdover Period, the Executive may have a Termination of Employment for a Good Reason described in Subsection 1.8(a) based on events that occurred during the Holdover Period. 2. BENEFITS 2.1 RETENTION BONUS. Upon a Change in Control, the Executive shall be entitled to a cash payment equal to the Base Amount as a Retention Bonus. The Retention Bonus shall be paid within three business days after the Change in Control. 2.2 SEVERANCE COMPENSATION. Upon Termination of Employment, the Executive shall be entitled to receive a cash payment equal to two times the Base Amount. The Severance Compensation shall be paid within three business days after the Termination of Employment. 2.3 HEALTH COVERAGE. Upon Termination of Employment, the Executive shall be entitled to receive continuing group medical and dental insurance coverage for a period of 24 months after Termination of Employment, at no cost to the Executive. 2.4 EXCEPTION TO BENEFIT ELIGIBILITY. The Executive shall not be entitled to receive any of the benefits under this Agreement if the Executive is one of the "Persons" (or a member of a group within the meaning of Section 13(d)(3) of the Exchange Act that constitutes the "Person") whose beneficial ownership results in a "Change in Control" under Subsection 1.3(a) or clause (ii) of Subsection 1.3(c) or if the Executive is (i) a general partner, executive officer, or director of any such 5

Person, (ii) a person controlling any such Person, (iii) a general partner, executive officer, or director of any person controlling any such person, or (iv) a beneficial owner of (x) any equity interest in any such Person or controlling person, if such Person or controlling person was formed for the purpose of engaging in the transaction resulting in the Change in Control or (y) more than 5% of the outstanding equity interest therein, if not so formed. 3. DEATH BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to death, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided however, that if the Executive dies either (a) during the Holdover Period or (b) after a Termination of Employment, but prior to payment of all benefits under Section 2 of this Agreement, then the Executive's surviving spouse (or if no spouse survives the Executive, the Executive's estate) shall be entitled to the Severance Compensation. For purposes of this Section 3, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The benefits prescribed herein are in addition to those available under applicable law and under the terms of the Company's benefit plans and programs. 4. DISABILITY BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to Disability, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided, however, that if the Executive terminates employment due to Disability during the Holdover Period, the Executive shall receive Severance Compensation as if the date of termination due to Disability were the date of a Termination of Employment. For purposes of this Section 4, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The Executive shall also be eligible for disability benefits available under applicable law and under the terms of the Company's benefit plans and programs. 6

5. CERTAIN REDUCTION IN PAYMENTS Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 5 shall apply in the event that any payment or distribution (whether paid or payable, or distributed or distributable, pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions in payments required under this Section 5 (a "Payment")) to the Executive would constitute a "parachute payment" within the meaning of Code Section 280G; this Section 5 shall not be applicable if no such Payment to the Executive constitutes a parachute payment under Code Section 280G. In the event that a nationally recognized accounting firm chosen by the Company (the "Accounting Firm") shall determine that receipt of all Payments would subject the Executive to the excise tax imposed by Code Section 4999, then the aggregate present value of all Payments shall be reduced (but not below zero) such that such aggregate present value of Payments equals the Reduced Amount. If the Accounting Firm determines that some amount of Payments would result in a Reduced Amount, the Company shall promptly notify the Executive of the Accounting Firm's decision and further provide a copy of the detailed computations, and the Executive shall be entitled solely to the Reduced Amount. The Executive may then elect which of the Payments shall be eliminated or reduced (as long as after such election the present value, as determined in accordance with Code Section 280G(d)(4) ("Present Value"), of the aggregate Payments equals the Reduced Amount). The Executive shall advise the Company in writing of such election within 20 days of his receipt of notice. If no such election is made by the Executive within the 20-day period, the Company may elect which of such Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments equals the Reduced Amount) and shall promptly notify the Executive of such election. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Code Section 280G or subject to an excise tax on the Executive under Code Section 4999. For purposes of this Section 5, Present Value shall be determined in accordance with Code Section 280G(d)(4). 7

6. NO CONTRACT OF EMPLOYMENT This Agreement shall not be construed so as to create a contract, promise, or guarantee of employment for any particular term or duration, in any particular position or assignment, or at any particular level of compensation or benefits. 7. NON-ALIENATION OF BENEFITS No right or benefit at any time under the Agreement shall be subject to alienation, sale, transfer, assignment, pledge, or any encumbrance of any kind. If the Executive shall attempt to or shall alienate, sell, transfer, assign, pledge, or otherwise encumber his or her rights, benefits, or amounts payable under the Agreement, or any part thereof, or if by reason of his bankruptcy or other events happening at any time, such benefits would otherwise be received by anyone else, the Company in its sole discretion may terminate his interest in any such right or benefit and hold or pay it to, or for the benefit of, such person, his spouse, children, or other dependents, or any of them as the Company may determine. 8. TERM OF THIS AGREEMENT The Term of this Agreement shall commence on the date of this Agreement and end on the first anniversary of that date; PROVIDED, HOWEVER, that the Term shall automatically be extended without further action by the parties for additional one-year periods, unless written notice of the Company's intention not to extend has been given to the Executive at least six months prior to the expiration of the then effective Term. This Agreement shall be void and of no effect if (i) a Change in Control occurs after the expiration of the Term, or (ii) the Executive's employment with the Company and its subsidiaries is terminated for any reason prior to a Change in Control. 9. RESOLUTION OF DISPUTES (a) Any disputes arising under or in connection with this Agreement shall be resolved, in the Executive's discretion, either (i) by arbitration, to be held in Houston, Texas in accordance with the rules and procedures of the American Arbitration Association, or (ii) by litigation. (b) All costs, fees, and expenses of any arbitration or litigation in connection with this Agreement that results in any decision or settlement requiring the Company to make a payment to the Executive, including, without limitation, attorneys' fees of both the Executive and the Company, shall be borne by, and be 8

the obligation of, the Company. In no event shall the Executive be required to reimburse the Company for any of the costs and expenses incurred by the Company relating to arbitration or litigation. 10. MISCELLANEOUS 10.1 APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflict of laws. 10.2 AMENDMENTS/WAIVER. This Agreement may not be amended, waived, or modified otherwise than by a written agreement executed by the parties to this Agreement or their respective successors and legal representatives. No waiver by any party to this Agreement of any breach of any term, provision, or condition of this Agreement by the other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, or any prior or subsequent time. 10.3 NOTICES. All notices and other communications hereunder shall be in writing and shall be given by handdelivery to the other party, by facsimile transmission, by overnight courier, or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: Joseph J. DiNorscia 811 Thornvine Lane Houston, Texas 77079

If to the Company:

TPC Corporation 200 West Lake Park Boulevard Suite 1000 Houston, Texas 77079.

10.4 PAYMENT OBLIGATION ABSOLUTE. Subject to Section 5 and to Subsection 2.4, the obligations of the Company to pay the benefits described in Section 2 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense, or other right which the Company may have against the Executive. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by another employer. 9

10.5 TAX WITHHOLDING. The Company may withhold from any benefits payable under this Agreement all federal, state, city, or other taxes that are required by any law or governmental regulation or ruling. IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first above written. TPC CORPORATION
By: /s/ JOHN A. STROM -----------------------------------John A. Strom, President

/s/ JOSEPH J. DINORSCIA --------------------------------------Joseph J. DiNorscia

10

CHANGE IN CONTROL AGREEMENT This Agreement ("Agreement"), dated as of November 8, 1996, is made by and between TPC Corporation, a Delaware corporation (the "Company"), and Marilyn I. Eckersley (the "Executive"). RECITALS The Board of Directors of the Company (the "Board") has determined that it is in the best interest of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by any pending or threatened Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation arrangements upon a Change in Control that ensure that the compensation expectations of the Executive will be satisfied and that are competitive with those of other corporations. AGREEMENT NOW, THEREFORE, in consideration of the premises and covenants herein contained, and for other good and valuable consideration, the Company and the Executive hereby agree as follows: 1. DEFINITIONS 1.1 BASE AMOUNT means the Executive's base amount on the date of the Change in Control, as determined in accordance with Code Section 280G. 1.2 BOARD means the Board of Directors of the Company. 1.3 CHANGE IN CONTROL shall mean any of the following events that occur during the Term of this Agreement:

(a) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) a percentage of the then outstanding shares of common stock (assuming, for purposes of this definition, that all shares of Class B Common Stock have been converted into the same number of shares of Class A Common Stock) of the Company (the "Outstanding Company Common Stock") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Common Stock by any other Person, equals or exceeds 50%, or (ii) a percentage of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Voting Securities by any other Person, equals or exceeds 50%; provided, however, that for purposes of this subparagraph (a), the following acquisitions shall not in and of themselves constitute a Change in Control hereunder: (x) any acquisition of securities of the Company made directly from the Company and approved by a majority of the directors then comprising the Incumbent Board (as defined below), (y) any acquisition of beneficial ownership of a higher percentage of the Outstanding Company Common Stock or the Outstanding Company Voting Securities that results solely from the acquisition, purchase, or redemption of securities of the Company by the Company so long as such action by the Company was approved by a majority of the directors then comprising the Incumbent Board, or (z) any acquisition by any Company pursuant to a transaction that complies with clauses (i), (ii), and (iii) of subparagraph (c) hereof; or (b) Individuals who, as of November 8, 1996, constituted the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to November 8, 1996 whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all the assets of the Company (a 2

"Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially owned, directly or indirectly, more than 75% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any company resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) or the combined voting power of the then outstanding voting securities of such company except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 1.4 CODE means the Internal Revenue Code of 1986, as amended. 1.5 COMPANY means TPC Corporation and any successor thereto. 1.6 DIRECTOR means a member of the Board. 1.7 DISABILITY has the same meaning as the definition of disability under the Company's long-term disability plan. 1.8 GOOD REASON shall mean any of the following: (a) the assignment to the Executive of any duties inconsistent with the Executive's duties at the time of a Change in Control or a change in the 3

Executive's reporting responsibilities as in effect immediately prior to the Change in Control, without the Executive's express written consent; or any removal of the Executive from or any failure to reelect the Executive to positions held by the Executive immediately prior to the Change in Control, except in connection with promotions to higher office; (b) a reduction in the Executive's total compensation as in effect immediately prior to the Change in Control; (c) the failure of the Company substantially to maintain and continue the Executive's relative level of participation in the same or substantially comparable bonus, stock incentive programs, and retirement and welfare benefit plans as provided immediately prior to the Change in Control; (d) the failure of the Company substantially to provide and continue for the Executive the same or substantially comparable fringe benefits; or (e) the Company's requiring the Executive to be based anywhere other than in or within 20 miles of the Executive's principal place of employment at the time of the Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's prior business travel obligations or, in the event the Executive consents to relocation, the failure of the Company to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change in the Executive's principal residence in connection with such relocation. 1.9 HOLDOVER PERIOD means the period following a Change in Control that (a) begins on the date that the Company provides the Executive with written notice that the Company requires the services of the Executive and (b) ends on the date specified in the notice but no later than six months after the date of the Change in Control. 1.10 PROTECTED PERIOD shall be the period of time beginning upon the later of (a) the date of a Change in Control or (b) the last day of the Executive's Holdover Period, and ending two years after such date. 1.11 RETENTION BONUS means the Executive's benefit, as described in Subsection 2.1 of this Agreement. 1.12 SEVERANCE COMPENSATION means the Executive's severance benefit, as described in Subsection 2.2 of this Agreement. 4

1.13 TERM has the meaning set forth in Section 8 of this Agreement. 1.14 TERMINATION OF EMPLOYMENT shall be deemed to have occurred for purposes of this Agreement and the Executive shall be entitled to the Severance Compensation hereunder if following a Change in Control that occurs during the Term of this Agreement, the Executive (a) is terminated by the Company during the Holdover Period or the Protected Period for any reason other than willful dishonesty or the commission of a felony for which he is convicted and which, in either case, may cause material harm to the Company, (b) terminates employment during the Protected Period where such termination in any way follows or results from a Good Reason, or (c) terminates employment during the Holdover Period where such termination in any way follows or results from a Good Reason described in Subsection 1.8(b)-(e) of this Agreement. The Executive is not entitled to benefits under this Agreement if he terminates service during the Holdover Period for a Good Reason described in Subsection 1.8(a) of this Agreement; provided, however, that immediately following the end of the Holdover Period, the Executive may have a Termination of Employment for a Good Reason described in Subsection 1.8(a) based on events that occurred during the Holdover Period. 2. BENEFITS 2.1 RETENTION BONUS. Upon a Change in Control, the Executive shall be entitled to a cash payment equal to two-thirds times the Base Amount as a Retention Bonus. The Retention Bonus shall be paid within three business days after the Change in Control. 2.2 SEVERANCE COMPENSATION. Upon Termination of Employment, the Executive shall be entitled to receive a cash payment equal to four-thirds times the Base Amount. The Severance Compensation shall be paid within three business days after the Termination of Employment. 2.3 HEALTH COVERAGE. Upon Termination of Employment, the Executive shall be entitled to receive continuing group medical and dental insurance coverage for a period of 24 months after Termination of Employment, at no cost to the Executive. 2.4 EXCEPTION TO BENEFIT ELIGIBILITY. The Executive shall not be entitled to receive any of the benefits under this Agreement if the Executive is one of the "Persons" (or a member of a group within the meaning of Section 13(d)(3) of the Exchange Act that constitutes the "Person") whose beneficial ownership results in a "Change in Control" under Subsection 1.3(a) or clause (ii) of Subsection 1.3(c) or if the Executive is (i) a general partner, executive officer, or director of any such 5

Person, (ii) a person controlling any such Person, (iii) a general partner, executive officer, or director of any person controlling any such person, or (iv) a beneficial owner of (x) any equity interest in any such Person or controlling person, if such Person or controlling person was formed for the purpose of engaging in the transaction resulting in the Change in Control or (y) more than 5% of the outstanding equity interest therein, if not so formed. 3. DEATH BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to death, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided however, that if the Executive dies either (a) during the Holdover Period or (b) after a Termination of Employment, but prior to payment of all benefits under Section 2 of this Agreement, then the Executive's surviving spouse (or if no spouse survives the Executive, the Executive's estate) shall be entitled to the Severance Compensation. For purposes of this Section 3, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The benefits prescribed herein are in addition to those available under applicable law and under the terms of the Company's benefit plans and programs. 4. DISABILITY BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to Disability, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided, however, that if the Executive terminates employment due to Disability during the Holdover Period, the Executive shall receive Severance Compensation as if the date of termination due to Disability were the date of a Termination of Employment. For purposes of this Section 4, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The Executive shall also be eligible for disability benefits available under applicable law and under the terms of the Company's benefit plans and programs. 6

5. CERTAIN REDUCTION IN PAYMENTS Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 5 shall apply in the event that any payment or distribution (whether paid or payable, or distributed or distributable, pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions in payments required under this Section 5 (a "Payment")) to the Executive would constitute a "parachute payment" within the meaning of Code Section 280G; this Section 5 shall not be applicable if no such Payment to the Executive constitutes a parachute payment under Code Section 280G. In the event that a nationally recognized accounting firm chosen by the Company (the "Accounting Firm") shall determine that receipt of all Payments would subject the Executive to the excise tax imposed by Code Section 4999, then the aggregate present value of all Payments shall be reduced (but not below zero) such that such aggregate present value of Payments equals the Reduced Amount. If the Accounting Firm determines that some amount of Payments would result in a Reduced Amount, the Company shall promptly notify the Executive of the Accounting Firm's decision and further provide a copy of the detailed computations, and the Executive shall be entitled solely to the Reduced Amount. The Executive may then elect which of the Payments shall be eliminated or reduced (as long as after such election the present value, as determined in accordance with Code Section 280G(d)(4) ("Present Value"), of the aggregate Payments equals the Reduced Amount). The Executive shall advise the Company in writing of such election within 20 days of his receipt of notice. If no such election is made by the Executive within the 20-day period, the Company may elect which of such Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments equals the Reduced Amount) and shall promptly notify the Executive of such election. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Code Section 280G or subject to an excise tax on the Executive under Code Section 4999. For purposes of this Section 5, Present Value shall be determined in accordance with Code Section 280G(d)(4). 7

6. NO CONTRACT OF EMPLOYMENT This Agreement shall not be construed so as to create a contract, promise, or guarantee of employment for any particular term or duration, in any particular position or assignment, or at any particular level of compensation or benefits. 7. NON-ALIENATION OF BENEFITS No right or benefit at any time under the Agreement shall be subject to alienation, sale, transfer, assignment, pledge, or any encumbrance of any kind. If the Executive shall attempt to or shall alienate, sell, transfer, assign, pledge, or otherwise encumber his or her rights, benefits, or amounts payable under the Agreement, or any part thereof, or if by reason of his bankruptcy or other events happening at any time, such benefits would otherwise be received by anyone else, the Company in its sole discretion may terminate his interest in any such right or benefit and hold or pay it to, or for the benefit of, such person, his spouse, children, or other dependents, or any of them as the Company may determine. 8. TERM OF THIS AGREEMENT The Term of this Agreement shall commence on the date of this Agreement and end on the first anniversary of that date; PROVIDED, HOWEVER, that the Term shall automatically be extended without further action by the parties for additional one-year periods, unless written notice of the Company's intention not to extend has been given to the Executive at least six months prior to the expiration of the then effective Term. This Agreement shall be void and of no effect if (i) a Change in Control occurs after the expiration of the Term, or (ii) the Executive's employment with the Company and its subsidiaries is terminated for any reason prior to a Change in Control. 9. RESOLUTION OF DISPUTES (a) Any disputes arising under or in connection with this Agreement shall be resolved, in the Executive's discretion, either (i) by arbitration, to be held in Houston, Texas in accordance with the rules and procedures of the American Arbitration Association, or (ii) by litigation. (b) All costs, fees, and expenses of any arbitration or litigation in connection with this Agreement that results in any decision or settlement requiring the Company to make a payment to the Executive, including, without limitation, attorneys' fees of both the Executive and the Company, shall be borne by, and be 8

the obligation of, the Company. In no event shall the Executive be required to reimburse the Company for any of the costs and expenses incurred by the Company relating to arbitration or litigation. 10. MISCELLANEOUS 10.1 APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflict of laws. 10.2 AMENDMENTS/WAIVER. This Agreement may not be amended, waived, or modified otherwise than by a written agreement executed by the parties to this Agreement or their respective successors and legal representatives. No waiver by any party to this Agreement of any breach of any term, provision, or condition of this Agreement by the other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, or any prior or subsequent time. 10.3 NOTICES. All notices and other communications hereunder shall be in writing and shall be given by handdelivery to the other party, by facsimile transmission, by overnight courier, or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: Marilyn I. Eckersley Rt. 3, Box 37A. Hempstead, Texas 77445

If to the Company:

TPC Corporation 200 West Lake Park Boulevard Suite 1000 Houston, Texas 77079.

10.4 PAYMENT OBLIGATION ABSOLUTE. Subject to Section 5 and to Subsection 2.4, the obligations of the Company to pay the benefits described in Section 2 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense, or other right which the Company may have against the Executive. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by another employer. 9

10.5 TAX WITHHOLDING. The Company may withhold from any benefits payable under this Agreement all federal, state, city, or other taxes that are required by any law or governmental regulation or ruling. IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first above written. TPC CORPORATION
By: /s/ JOHN A. STROM ---------------------------------John A. Strom, President

/s/ MARILYN I. ECKERSLEY ---------------------------------Marilyn I. Eckersley

10

CHANGE IN CONTROL AGREEMENT This Agreement ("Agreement"), dated as of November 8, 1996, is made by and between TPC Corporation, a Delaware corporation (the "Company"), and Patrick J. Peldner (the "Executive"). RECITALS The Board of Directors of the Company (the "Board") has determined that it is in the best interest of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by any pending or threatened Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation arrangements upon a Change in Control that ensure that the compensation expectations of the Executive will be satisfied and that are competitive with those of other corporations. AGREEMENT NOW, THEREFORE, in consideration of the premises and covenants herein contained, and for other good and valuable consideration, the Company and the Executive hereby agree as follows: 1. DEFINITIONS 1.1 BASE AMOUNT means the Executive's base amount on the date of the Change in Control, as determined in accordance with Code Section 280G. 1.2 BOARD means the Board of Directors of the Company. 1.3 CHANGE IN CONTROL shall mean any of the following events that occur during the Term of this Agreement:

(a) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) a percentage of the then outstanding shares of common stock (assuming, for purposes of this definition, that all shares of Class B Common Stock have been converted into the same number of shares of Class A Common Stock) of the Company (the "Outstanding Company Common Stock") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Common Stock by any other Person, equals or exceeds 50%, or (ii) a percentage of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Voting Securities by any other Person, equals or exceeds 50%; provided, however, that for purposes of this subparagraph (a), the following acquisitions shall not in and of themselves constitute a Change in Control hereunder: (x) any acquisition of securities of the Company made directly from the Company and approved by a majority of the directors then comprising the Incumbent Board (as defined below), (y) any acquisition of beneficial ownership of a higher percentage of the Outstanding Company Common Stock or the Outstanding Company Voting Securities that results solely from the acquisition, purchase, or redemption of securities of the Company by the Company so long as such action by the Company was approved by a majority of the directors then comprising the Incumbent Board, or (z) any acquisition by any Company pursuant to a transaction that complies with clauses (i), (ii), and (iii) of subparagraph (c) hereof; or (b) Individuals who, as of November 8, 1996, constituted the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to November 8, 1996 whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all the assets of the Company (a 2

"Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially owned, directly or indirectly, more than 75% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any company resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) or the combined voting power of the then outstanding voting securities of such company except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 1.4 CODE means the Internal Revenue Code of 1986, as amended. 1.5 COMPANY means TPC Corporation and any successor thereto. 1.6 DIRECTOR means a member of the Board. 1.7 DISABILITY has the same meaning as the definition of disability under the Company's long-term disability plan. 1.8 GOOD REASON shall mean any of the following: 3

(a) the assignment to the Executive of any duties inconsistent with the Executive's duties at the time of a Change in Control or a change in the Executive's reporting responsibilities as in effect immediately prior to the Change in Control, without the Executive's express written consent; or any removal of the Executive from or any failure to reelect the Executive to positions held by the Executive immediately prior to the Change in Control, except in connection with promotions to higher office; (b) a reduction in the Executive's total compensation as in effect immediately prior to the Change in Control; (c) the failure of the Company substantially to maintain and continue the Executive's relative level of participation in the same or substantially comparable bonus, stock incentive programs, and retirement and welfare benefit plans as provided immediately prior to the Change in Control; (d) the failure of the Company substantially to provide and continue for the Executive the same or substantially comparable fringe benefits; or (e) the Company's requiring the Executive to be based anywhere other than in or within 20 miles of the Executive's principal place of employment at the time of the Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's prior business travel obligations or, in the event the Executive consents to relocation, the failure of the Company to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change in the Executive's principal residence in connection with such relocation. 1.9 HOLDOVER PERIOD means the period following a Change in Control that (a) begins on the date that the Company provides the Executive with written notice that the Company requires the services of the Executive and (b) ends on the date specified in the notice but no later than six months after the date of the Change in Control. 1.10 PROTECTED PERIOD shall be the period of time beginning upon the later of (a) the date of a Change in Control or (b) the last day of the Executive's Holdover Period, and ending two years after such date. 1.11 RETENTION BONUS means the Executive's benefit, as described in Subsection 2.1 of this Agreement. 4

1.12 SEVERANCE COMPENSATION means the Executive's severance benefit, as described in Subsection 2.2 of this Agreement. 1.13 TERM has the meaning set forth in Section 8 of this Agreement. 1.14 TERMINATION OF EMPLOYMENT shall be deemed to have occurred for purposes of this Agreement and the Executive shall be entitled to the Severance Compensation hereunder if following a Change in Control that occurs during the Term of this Agreement, the Executive (a) is terminated by the Company during the Holdover Period or the Protected Period for any reason other than willful dishonesty or the commission of a felony for which he is convicted and which, in either case, may cause material harm to the Company, (b) terminates employment during the Protected Period where such termination in any way follows or results from a Good Reason, or (c) terminates employment during the Holdover Period where such termination in any way follows or results from a Good Reason described in Subsection 1.8(b)-(e) of this Agreement. The Executive is not entitled to benefits under this Agreement if he terminates service during the Holdover Period for a Good Reason described in Subsection 1.8(a) of this Agreement; provided, however, that immediately following the end of the Holdover Period, the Executive may have a Termination of Employment for a Good Reason described in Subsection 1.8(a) based on events that occurred during the Holdover Period. 2. BENEFITS 2.1 RETENTION BONUS. Upon a Change in Control, the Executive shall be entitled to a cash payment equal to two-thirds times the Base Amount as a Retention Bonus. The Retention Bonus shall be paid within three business days after the Change in Control. 2.2 SEVERANCE COMPENSATION. Upon Termination of Employment, the Executive shall be entitled to receive a cash payment equal to four-thirds times the Base Amount. The Severance Compensation shall be paid within three business days after the Termination of Employment. 2.3 HEALTH COVERAGE. Upon Termination of Employment, the Executive shall be entitled to receive continuing group medical and dental insurance coverage for a period of 24 months after Termination of Employment, at no cost to the Executive. 2.4 EXCEPTION TO BENEFIT ELIGIBILITY. The Executive shall not be entitled to receive any of the benefits under this Agreement if the Executive is one of the "Persons" (or a member of a group within the meaning of Section 13(d)(3) of the Exchange Act that constitutes the "Person") whose beneficial ownership results in a "Change in Control" under Subsection 1.3(a) or clause (ii) of Subsection 1.3(c) or if the Executive is (i) a general partner, executive officer, or director of any such 5

Person, (ii) a person controlling any such Person, (iii) a general partner , executive officer, or director of any person controlling any such person, or (iv) a beneficial owner of (x) any equity interest in any such Person or controlling person, if such Person or controlling person was formed for the purpose of engaging in the transaction resulting in the Change in Control or (y) more than 5% of the outstanding equity interest therein, if not so formed. 3. DEATH BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to death, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided however, that if the Executive dies either (a) during the Holdover Period or (b) after a Termination of Employment, but prior to payment of all benefits under Section 2 of this Agreement, then the Executive's surviving spouse (or if no spouse survives the Executive, the Executive's estate) shall be entitled to the Severance Compensation. For purposes of this Section 3, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The benefits prescribed herein are in addition to those available under applicable law and under the terms of the Company's benefit plans and programs. 4. DISABILITY BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to Disability, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided, however, that if the Executive terminates employment due to Disability during the Holdover Period, the Executive shall receive Severance Compensation as if the date of termination due to Disability were the date of a Termination of Employment. For purposes of this Section 4, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The Executive shall also be eligible for disability benefits available under applicable law and under the terms of the Company's benefit plans and programs. 6

5. CERTAIN REDUCTION IN PAYMENTS Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 5 shall apply in the event that any payment or distribution (whether paid or payable, or distributed or distributable, pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions in payments required under this Section 5 (a "Payment")) to the Executive would constitute a "parachute payment" within the meaning of Code Section 280G; this Section 5 shall not be applicable if no such Payment to the Executive constitutes a parachute payment under Code Section 280G. In the event that a nationally recognized accounting firm chosen by the Company (the "Accounting Firm") shall determine that receipt of all Payments would subject the Executive to the excise tax imposed by Code Section 4999, then the aggregate present value of all Payments shall be reduced (but not below zero) such that such aggregate present value of Payments equals the Reduced Amount. If the Accounting Firm determines that some amount of Payments would result in a Reduced Amount, the Company shall promptly notify the Executive of the Accounting Firm's decision and further provide a copy of the detailed computations, and the Executive shall be entitled solely to the Reduced Amount. The Executive may then elect which of the Payments shall be eliminated or reduced (as long as after such election the present value, as determined in accordance with Code Section 280G(d)(4) ("Present Value"), of the aggregate Payments equals the Reduced Amount). The Executive shall advise the Company in writing of such election within 20 days of his receipt of notice. If no such election is made by the Executive within the 20-day period, the Company may elect which of such Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments equals the Reduced Amount) and shall promptly notify the Executive of such election. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Code Section 280G or subject to an excise tax on the Executive under Code Section 4999. For purposes of this Section 5, Present Value shall be determined in accordance with Code Section 280G(d)(4). 7

6. NO CONTRACT OF EMPLOYMENT This Agreement shall not be construed so as to create a contract, promise, or guarantee of employment for any particular term or duration, in any particular position or assignment, or at any particular level of compensation or benefits. 7. NON-ALIENATION OF BENEFITS No right or benefit at any time under the Agreement shall be subject to alienation, sale, transfer, assignment, pledge, or any encumbrance of any kind. If the Executive shall attempt to or shall alienate, sell, transfer, assign, pledge, or otherwise encumber his or her rights, benefits, or amounts payable under the Agreement, or any part thereof, or if by reason of his bankruptcy or other events happening at any time, such benefits would otherwise be received by anyone else, the Company in its sole discretion may terminate his interest in any such right or benefit and hold or pay it to, or for the benefit of, such person, his spouse, children, or other dependents, or any of them as the Company may determine. 8. TERM OF THIS AGREEMENT The Term of this Agreement shall commence on the date of this Agreement and end on the first anniversary of that date; PROVIDED, HOWEVER, that the Term shall automatically be extended without further action by the parties for additional one-year periods, unless written notice of the Company's intention not to extend has been given to the Executive at least six months prior to the expiration of the then effective Term. This Agreement shall be void and of no effect if (i) a Change in Control occurs after the expiration of the Term, or (ii) the Executive's employment with the Company and its subsidiaries is terminated for any reason prior to a Change in Control. 9. RESOLUTION OF DISPUTES (a) Any disputes arising under or in connection with this Agreement shall be resolved, in the Executive's discretion, either (i) by arbitration, to be held in Houston, Texas in accordance with the rules and procedures of the American Arbitration Association, or (ii) by litigation. (b) All costs, fees, and expenses of any arbitration or litigation in connection with this Agreement that results in any decision or settlement requiring the Company to make a payment to the Executive, including, without limitation, attorneys' fees of both the Executive and the Company, shall be borne by, and be 8

the obligation of, the Company. In no event shall the Executive be required to reimburse the Company for any of the costs and expenses incurred by the Company relating to arbitration or litigation. 10. MISCELLANEOUS 10.1 APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflict of laws. 10.2 AMENDMENTS/WAIVER. This Agreement may not be amended, waived, or modified otherwise than by a written agreement executed by the parties to this Agreement or their respective successors and legal representatives. No waiver by any party to this Agreement of any breach of any term, provision, or condition of this Agreement by the other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, or any prior or subsequent time. 10.3 NOTICES. All notices and other communications hereunder shall be in writing and shall be given by handdelivery to the other party, by facsimile transmission, by overnight courier, or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: Patrick J. Peldner 22210 Bay Spring Dr. Katy, Texas 77450

If to the Company:

TPC Corporation 200 West Lake Park Boulevard Suite 1000 Houston, Texas 77079.

10.4 PAYMENT OBLIGATION ABSOLUTE. Subject to Section 5 and to Subsection 2.4, the obligations of the Company to pay the benefits described in Section 2 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense, or other right which the Company may have against the Executive. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by another employer. 9

10.5 TAX WITHHOLDING. The Company may withhold from any benefits payable under this Agreement all federal, state, city, or other taxes that are required by any law or governmental regulation or ruling. IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first above written. TPC CORPORATION
By: /s/ JOHN A. STROM -------------------------John A. Strom, President

/s/ PATRICK J. PELDNER -------------------------Patrick J. Peldner

10

CHANGE IN CONTROL AGREEMENT This Agreement ("Agreement"), dated as of November 8, 1996, is made by and between TPC Corporation, a Delaware corporation (the "Company"), and D. Hughes Watler, Jr. (the "Executive"). RECITALS The Board of Directors of the Company (the "Board") has determined that it is in the best interest of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by any pending or threatened Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation arrangements upon a Change in Control that ensure that the compensation expectations of the Executive will be satisfied and that are competitive with those of other corporations. AGREEMENT NOW, THEREFORE, in consideration of the premises and covenants herein contained, and for other good and valuable consideration, the Company and the Executive hereby agree as follows: 1. DEFINITIONS 1.1 BASE AMOUNT means the Executive's base amount on the date of the Change in Control, as determined in accordance with Code Section 280G. 1.2 BOARD means the Board of Directors of the Company. 1.3 CHANGE IN CONTROL shall mean any of the following events that occur during the Term of this Agreement:

(a) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) a percentage of the then outstanding shares of common stock (assuming, for purposes of this definition, that all shares of Class B Common Stock have been converted into the same number of shares of Class A Common Stock) of the Company (the "Outstanding Company Common Stock") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Common Stock by any other Person, equals or exceeds 50%, or (ii) a percentage of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities") that, when added to the beneficial ownership previously held by that Person, and to the largest holding of beneficial ownership in Outstanding Company Voting Securities by any other Person, equals or exceeds 50%; provided, however, that for purposes of this subparagraph (a), the following acquisitions shall not in and of themselves constitute a Change in Control hereunder: (x) any acquisition of securities of the Company made directly from the Company and approved by a majority of the directors then comprising the Incumbent Board (as defined below), (y) any acquisition of beneficial ownership of a higher percentage of the Outstanding Company Common Stock or the Outstanding Company Voting Securities that results solely from the acquisition, purchase, or redemption of securities of the Company by the Company so long as such action by the Company was approved by a majority of the directors then comprising the Incumbent Board, or (z) any acquisition by any Company pursuant to a transaction that complies with clauses (i), (ii), and (iii) of subparagraph (c) hereof; or (b) Individuals who, as of November 8, 1996, constituted the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to November 8, 1996 whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all the assets of the Company (a 2

"Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially owned, directly or indirectly, more than 75% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any company resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) or the combined voting power of the then outstanding voting securities of such company except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 1.4 CODE means the Internal Revenue Code of 1986, as amended. 1.5 COMPANY means TPC Corporation and any successor thereto. 1.6 DIRECTOR means a member of the Board. 1.7 DISABILITY has the same meaning as the definition of disability under the Company's long-term disability plan. 1.8 GOOD REASON shall mean any of the following: 3

(a) the assignment to the Executive of any duties inconsistent with the Executive's duties at the time of a Change in Control or a change in the Executive's reporting responsibilities as in effect immediately prior to the Change in Control, without the Executive's express written consent; or any removal of the Executive from or any failure to reelect the Executive to positions held by the Executive immediately prior to the Change in Control, except in connection with promotions to higher office; (b) a reduction in the Executive's total compensation as in effect immediately prior to the Change in Control; (c) the failure of the Company substantially to maintain and continue the Executive's relative level of participation in the same or substantially comparable bonus, stock incentive programs, and retirement and welfare benefit plans as provided immediately prior to the Change in Control; (d) the failure of the Company substantially to provide and continue for the Executive the same or substantially comparable fringe benefits; or (e) the Company's requiring the Executive to be based anywhere other than in or within 20 miles of the Executive's principal place of employment at the time of the Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's prior business travel obligations or, in the event the Executive consents to relocation, the failure of the Company to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change in the Executive's principal residence in connection with such relocation. 1.9 HOLDOVER PERIOD means the period following a Change in Control that (a) begins on the date that the Company provides the Executive with written notice that the Company requires the services of the Executive and (b) ends on the date specified in the notice but no later than six months after the date of the Change in Control. 1.10 PROTECTED PERIOD shall be the period of time beginning upon the later of (a) the date of a Change in Control or (b) the last day of the Executive's Holdover Period, and ending two years after such date. 1.11 RETENTION BONUS means the Executive's benefit, as described in Subsection 2.1 of this Agreement. 4

1.12 SEVERANCE COMPENSATION means the Executive's severance benefit, as described in Subsection 2.2 of this Agreement. 1.13 TERM has the meaning set forth in Section 8 of this Agreement. 1.14 TERMINATION OF EMPLOYMENT shall be deemed to have occurred for purposes of this Agreement and the Executive shall be entitled to the Severance Compensation hereunder if following a Change in Control that occurs during the Term of this Agreement, the Executive (a) is terminated by the Company during the Holdover Period or the Protected Period for any reason other than willful dishonesty or the commission of a felony for which he is convicted and which, in either case, may cause material harm to the Company, (b) terminates employment during the Protected Period where such termination in any way follows or results from a Good Reason, or (c) terminates employment during the Holdover Period where such termination in any way follows or results from a Good Reason described in Subsection 1.8(b)-(e) of this Agreement. The Executive is not entitled to benefits under this Agreement if he terminates service during the Holdover Period for a Good Reason described in Subsection 1.8(a) of this Agreement; provided, however, that immediately following the end of the Holdover Period, the Executive may have a Termination of Employment for a Good Reason described in Subsection 1.8(a) based on events that occurred during the Holdover Period. 2. BENEFITS 2.1 RETENTION BONUS. Upon a Change in Control, the Executive shall be entitled to a cash payment equal to two-thirds times the Base Amount as a Retention Bonus. The Retention Bonus shall be paid within three business days after the Change in Control. 2.2 SEVERANCE COMPENSATION. Upon Termination of Employment, the Executive shall be entitled to receive a cash payment equal to four-thirds times the Base Amount. The Severance Compensation shall be paid within three business days after the Termination of Employment. 2.3 HEALTH COVERAGE. Upon Termination of Employment, the Executive shall be entitled to receive continuing group medical and dental insurance coverage for a period of 24 months after Termination of Employment, at no cost to the Executive. 2.4 EXCEPTION TO BENEFIT ELIGIBILITY. The Executive shall not be entitled to receive any of the benefits under this Agreement if the Executive is one of the "Persons" (or a member of a group within the meaning of Section 13(d)(3) of the Exchange Act that constitutes the "Person") whose beneficial ownership results in a "Change in Control" under Subsection 1.3(a) or clause (ii) of Subsection 1.3(c) or if the Executive is (i) a general partner, executive officer, or director of any such 5

Person, (ii) a person controlling any such Person, (iii) a general partner , executive officer, or director of any person controlling any such person, or (iv) a beneficial owner of (x) any equity interest in any such Person or controlling person, if such Person or controlling person was formed for the purpose of engaging in the transaction resulting in the Change in Control or (y) more than 5% of the outstanding equity interest therein, if not so formed. 3. DEATH BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to death, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided however, that if the Executive dies either (a) during the Holdover Period or (b) after a Termination of Employment, but prior to payment of all benefits under Section 2 of this Agreement, then the Executive's surviving spouse (or if no spouse survives the Executive, the Executive's estate) shall be entitled to the Severance Compensation. For purposes of this Section 3, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The benefits prescribed herein are in addition to those available under applicable law and under the terms of the Company's benefit plans and programs. 4. DISABILITY BENEFITS If the Executive's employment with the Company is terminated after a Change in Control and during the Protected Period due to Disability, the Executive shall receive no Severance Compensation under Subsection 2.2 of this Agreement; provided, however, that if the Executive terminates employment due to Disability during the Holdover Period, the Executive shall receive Severance Compensation as if the date of termination due to Disability were the date of a Termination of Employment. For purposes of this Section 4, the Executive will be deemed to be in a Holdover Period for the six-month period immediately following a Change in Control unless the Executive has received written notice from the Company stating that a Holdover Period is not applicable to the Executive or unless the time period prescribed by the Company for the Holdover Period has expired. The Executive shall also be eligible for disability benefits available under applicable law and under the terms of the Company's benefit plans and programs. 6

5. CERTAIN REDUCTION IN PAYMENTS Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 5 shall apply in the event that any payment or distribution (whether paid or payable, or distributed or distributable, pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions in payments required under this Section 5 (a "Payment")) to the Executive would constitute a "parachute payment" within the meaning of Code Section 280G; this Section 5 shall not be applicable if no such Payment to the Executive constitutes a parachute payment under Code Section 280G. In the event that a nationally recognized accounting firm chosen by the Company (the "Accounting Firm") shall determine that receipt of all Payments would subject the Executive to the excise tax imposed by Code Section 4999, then the aggregate present value of all Payments shall be reduced (but not below zero) such that such aggregate present value of Payments equals the Reduced Amount. If the Accounting Firm determines that some amount of Payments would result in a Reduced Amount, the Company shall promptly notify the Executive of the Accounting Firm's decision and further provide a copy of the detailed computations, and the Executive shall be entitled solely to the Reduced Amount. The Executive may then elect which of the Payments shall be eliminated or reduced (as long as after such election the present value, as determined in accordance with Code Section 280G(d)(4) ("Present Value"), of the aggregate Payments equals the Reduced Amount). The Executive shall advise the Company in writing of such election within 20 days of his receipt of notice. If no such election is made by the Executive within the 20-day period, the Company may elect which of such Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments equals the Reduced Amount) and shall promptly notify the Executive of such election. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Code Section 280G or subject to an excise tax on the Executive under Code Section 4999. For purposes of this Section 5, Present Value shall be determined in accordance with Code Section 280G(d)(4). 7

6. NO CONTRACT OF EMPLOYMENT This Agreement shall not be construed so as to create a contract, promise, or guarantee of employment for any particular term or duration, in any particular position or assignment, or at any particular level of compensation or benefits. 7. NON-ALIENATION OF BENEFITS No right or benefit at any time under the Agreement shall be subject to alienation, sale, transfer, assignment, pledge, or any encumbrance of any kind. If the Executive shall attempt to or shall alienate, sell, transfer, assign, pledge, or otherwise encumber his or her rights, benefits, or amounts payable under the Agreement, or any part thereof, or if by reason of his bankruptcy or other events happening at any time, such benefits would otherwise be received by anyone else, the Company in its sole discretion may terminate his interest in any such right or benefit and hold or pay it to, or for the benefit of, such person, his spouse, children, or other dependents, or any of them as the Company may determine. 8. TERM OF THIS AGREEMENT The Term of this Agreement shall commence on the date of this Agreement and end on the first anniversary of that date; PROVIDED, HOWEVER, that the Term shall automatically be extended without further action by the parties for additional one-year periods, unless written notice of the Company's intention not to extend has been given to the Executive at least six months prior to the expiration of the then effective Term. This Agreement shall be void and of no effect if (i) a Change in Control occurs after the expiration of the Term, or (ii) the Executive's employment with the Company and its subsidiaries is terminated for any reason prior to a Change in Control. 9. RESOLUTION OF DISPUTES (a) Any disputes arising under or in connection with this Agreement shall be resolved, in the Executive's discretion, either (i) by arbitration, to be held in Houston, Texas in accordance with the rules and procedures of the American Arbitration Association, or (ii) by litigation. (b) All costs, fees, and expenses of any arbitration or litigation in connection with this Agreement that results in any decision or settlement requiring the Company to make a payment to the Executive, including, without limitation, attorneys' fees of both the Executive and the Company, shall be borne by, and be 8

the obligation of, the Company. In no event shall the Executive be required to reimburse the Company for any of the costs and expenses incurred by the Company relating to arbitration or litigation. 10. MISCELLANEOUS 10.1 APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflict of laws. 10.2 AMENDMENTS/WAIVER. This Agreement may not be amended, waived, or modified otherwise than by a written agreement executed by the parties to this Agreement or their respective successors and legal representatives. No waiver by any party to this Agreement of any breach of any term, provision, or condition of this Agreement by the other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, or any prior or subsequent time. 10.3 NOTICES. All notices and other communications hereunder shall be in writing and shall be given by handdelivery to the other party, by facsimile transmission, by overnight courier, or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: D. Hughes Watler, Jr. 23 Woodsborough Circle. Houston, Texas 77055

If to the Company:

TPC Corporation 200 West Lake Park Boulevard Suite 1000 Houston, Texas 77079.

10.4 PAYMENT OBLIGATION ABSOLUTE. Subject to Section 5 and to Subsection 2.4, the obligations of the Company to pay the benefits described in Section 2 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense, or other right which the Company may have against the Executive. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by another employer. 9

10.5 TAX WITHHOLDING. The Company may withhold from any benefits payable under this Agreement all federal, state, city, or other taxes that are required by any law or governmental regulation or ruling. IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first above written. TPC CORPORATION
By: /s/ John A. Strom ------------------------------John A. Strom, President

/s/ D. Hughes Watler, Jr. ---------------------------------D. Hughes Watler, Jr.

10

TPC CORPORATION SIGNS AGREEMENT TO BE ACQUIRED BY PACIFICORP HOLDINGS, INC. Houston, Texas (March 12, 1997) -- TPC Corporation (NYSE: TPC) announced today that TPC has entered into a definitive merger agreement with PacifiCorp Holdings, Inc., a wholly owned subsidiary of PacifiCorp (NYSE:PPW), of Portland, Oregon. Under the terms of the merger agreement, which was approved by TPC's Board of Directors at a meeting held yesterday, PacifiCorp, through a subsidiary, will commence a tender offer on Tuesday, March 18, 1997, to purchase all outstanding shares of TPC common stock for $13.41 per share. The aggregate purchase price for outstanding shares and stock options is expected to be approximately $288 million. The tender offer will be conditioned upon, among other things, the tender of TPC shares which represented at least a majority of the outstanding shares on a fully-diluted basis. In addition, the agreement provides that if it is terminated under specified circumstances, PacifiCorp will be entitled to receive from TPC a fee of $9 million. In the merger to occur following consummation of the tender offer, each share of TPC common stock which is outstanding and not purchased pursuant to the tender offer will be converted into the right to receive $13.41 in cash. PacifiCorp and TPC expect that the necessary filings with the Securities and Exchange Commission in connection with the tender offer will be made early next week, and that the tender offer documents will be mailed to TPC's shareholders promptly thereafter. -more-

The transaction is the culmination of an exploration of strategic alternatives for increasing shareholder value that TPC's Board of Directors began last fall. Larry W. Bickle, chairman and chief executive officer of TPC, said, "TPC is excited to be able to combine its business with PacifiCorp. The acquisition recognizes the great progress TPC has made in expanding our gathering and processing business, our gas marketing operations, and our gas storage business through Market Hub Partners. The combination of our company and PacifiCorp makes us a formidable competitor in eastern energy markets." "This transaction is key in establishing PacifiCorp as full service energy company," said Fred Buckman, PacifiCorp president and chief executive officer. "To successfully compete, energy companies need to have the skills and assets that enable them to meet all aspects of customers' energy needs, be they electricity, gas or coal." Dennis Steinberg, PacifiCorp senior vice president of global sales and marketing, added, "Customers tell us they want to deal with an energy provider who can take care of their total energy needs. So we have taken this significant step toward building gas capabilities into our energy marketing portfolio." TPC Corporation was represented in the transaction by Lehman Brothers as financial advisors, and Baker & Botts, L.L.P., as legal advisors. For the year ended December 31, 1996, TPC had revenue of $617 million and net income of $5 million. At December 31, 1996, TPC had $349 million in total assets, total liabilities of $246 million (including $139 million of long-term debt) and stockholders' equity of $103 million. PACIFICORP IS THE PARENT COMPANY OF PACIFIC POWER AND UTAH POWER, SERVING 1.4 MILLION RETAIL ELECTRIC CUSTOMERS THROUGHOUT PORTIONS OF SEVEN WESTERN STATES. THE COMPANY ALSO HAS ELECTRIC OPERATIONS IN AUSTRALIA, IS A MAJOR WHOLESALE POWER MARKETER AND PROVIDES TELECOMMUNICATIONS SERVICES THROUGHOUT THE UNITED STATES THROUGH PACIFIC TELECOM, INC. TPC CORPORATION IS ENGAGED IN THE GATHERING, PROCESSING, HIGH-DELIVERABILITY STORAGE AND MARKETING OF NATURAL GAS. THROUGH ITS 66% OWNED AFFILIATE, MARKET HUB PARTNERS, THE COMPANY CURRENTLY HAS TWO FULLY OPERATIONAL MARKET HUBS--THE MOSS BLUFF HUB IN TEXAS AND THE EGAN HUB IN LOUISIANA; THREE OTHER SUCH MARKET HUBS ARE IN VARIOUS STAGES OF DEVELOPMENT IN STRATEGIC LOCATIONS IN MISSISSIPPI, PENNSYLVANIA AND THE MIDWEST AREA. INFORMATION ON TPC IS ACCESSIBLE ON THE INTERNET THROUGH THE WORLDWIDE WEB AT THE FOLLOWING ADDRESS: HTTP://WWW.TPC-CORP.COM. ####


				
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