Preview | Executive and Director Deferred Compensation Plan |

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ARTICLE 1	Definitions	1

ARTICLE 2	Selection, Enrollment, Eligibility	6

2.1	Selection by Committee	6
2.2	Enrollment and Eligibility Requirements; Commencement of Participation	6

ARTICLE 3	Deferral Commitments/Company Contribution Amounts/Company Restoration Matching Amounts /Vesting/Crediting/Taxes	7

3.1	Minimum Deferrals	7
3.2	Maximum Deferral	7
3.3	Election to Defer; Effect of Election Form	8
3.4	Withholding and Crediting of Annual Deferral Amounts	9
3.5	Company Contribution Amount	9
3.6	Company Restoration Matching Amount	9
3.7	Crediting of Amounts after Benefit Distribution	10
3.8	Vesting	10
3.9	Crediting/Debiting of Account Balances	11
3.10	FICA and Other Taxes	12

ARTICLE 4	Scheduled Distribution; Unforeseeable Emergencies	13

4.1	Scheduled Distribution	13
4.2	Postponing Scheduled Distributions	13
4.3	Other Benefits Take Precedence Over Scheduled Distributions	13
4.4	Unforeseeable Emergencies	14

ARTICLE 5	Change In Control Benefit	14

5.1	Change in Control Benefit	14
5.2	Payment of Change in Control Benefit	15

ARTICLE 6	Retirement Benefit	15

6.1	Retirement Benefit	15
6.2	Payment of Retirement Benefit	15

ARTICLE 7	Termination Benefit	16

7.1	Termination Benefit	16
7.2	Payment of Termination Benefit	16

ARTICLE 8	Disability Benefit	16

8.1	Disability Benefit	16
8.2	Payment of Disability Benefit	16

ARTICLE 9	Death Benefit	16

9.1	Death Benefit	16
9.2	Payment of Death Benefit	16

ARTICLE 10	Beneficiary Designation	16

10.1	Beneficiary	16
10.2	Beneficiary Designation; Change; Spousal Consent	17
10.3	Acknowledgement	17
10.4	No Beneficiary Designation	17
10.5	Doubt as to Beneficiary	17
10.6	Discharge of Obligations	17

ARTICLE 11	Leave of Absence	17

11.1	Paid Leave of Absence	17
11.2	Unpaid Leave of Absence	17

ARTICLE 12	Termination of Plan, Amendment or Modification	18

12.1	Termination of Plan	18
12.2	Amendment	18
12.3	Plan Agreement	19
12.4	Effect of Payment	19

ARTICLE 13	Administration	19

13.1	Committee Duties	19
13.2	Administration Upon Change In Control	19
13.3	Agents	20
13.4	Binding Effect of Decisions	20
13.5	Indemnity of Committee	20
13.6	Employer Information	20

ARTICLE 14	Other Benefits and Agreements	20

14.1

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