d Desk Points shall be allocated among the Non-Managing Members for that year and shall not be reduced during that year except in the case of death, Permanent Disability, Retirement, termination with or without Cause or dilution resulting from the admission of new Non-Managing Members. Subject to Section 10b(5), no

accounts established for Holdbacks. Additionally, each Departed Non-Managing Member who became a Departed Non-Managing Member as a result of death, Permanent Disability, Retirement or termination by the Firm without Cause may, in the sole discretion of the Managing Member, continue to be allocated his share of any

l (in accordance with General Points). (5) Allocations to certain Departed Non-Managing Members. In the event that a Non-Managing Member's death, Permanent Disability, Retirement or termination by the Firm without Cause occurs during a fiscal year, such Departed Non-Managing Member or such Departed Non-Managing M

Managing Member. 12. Vesting; Forfeiture. a. 'Death. Permanent Disability, Termination by Firm Without Cause. Upon a Non-Managing Member's death, Permanent Disability or termination by the Firm without Cause, such Departed Non-Managing Member or such Departed Non-Managing Member's estate or successor shall vest w

erein, a Non-Managing Member shall vest with respect to all amounts allocated to such Member's sub- account established for Richter Points on death, Permanent Disability, termination by the Firm without Cause or on December 31, 2013. If a Non-Managing Member resigns or is terminated for Cause prior to such date, all

Feinberg and Richter and shall not be payable to the Company. b. A Non-Managing Member's right to Equity Payments hereunder may vest upon death, Permanent Disability, Retirement or as otherwise set forth in such Member's Revised Supplement provided that, in the case of a Retirement or with respect to vested Equi