THIS AMENDMENT TO LETTER AGREEMENT (the “Amendment”) is made December 31, 2008, by and between
WABCO Expats Inc. (the “Company”) and Kevin Tarrant (the “Executive”).
WHEREAS , the Company and the Executive entered into that certain letter agreement dated June 28, 2007 (the
WHEREAS , the Company and the Executive desire to amend the Letter Agreement to comply with
Section 409A of the Internal Revenue Code as provided herein.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged, the parties
hereto agree as follows:
“All benefits, reimbursements and other payments made or paid in connection with your assignment shall be
done in a manner that complies with the requirements of Section 409A of the U.S. Internal Revenue Code of
1986, as amended (the ‘Code’). If WSW reimburses you for the amount of any such benefit, such reimbursement
will be made not later than the last day of your taxable year following the year in which the related expense was
incurred (subject to your providing any required supporting documentation); provided, however, that the timing for
reimbursements of any tax equalization payments shall be as set forth below. Any reimbursement payments due
to you pursuant to this letter shall not be subject to liquidation or exchange for another benefit and the amount of
such expenses eligible for reimbursement or such benefits that you receive in one taxable year shall not affect
the expenses eligible for reimbursement or the amount of such benefits that you will receive in any other taxable
Any amounts payable to you pursuant to any tax equalization agreement (within the meaning of Treas. Reg.
Section 1.409A-1(b)(8)(iii)) shall be made to you not later than the last day of your second taxable year following
the year in which your U.S. Federal income tax return is required to be filed (including any extensions) for the
year to which the compensation subject to the