Common use of Benefit Distributions Clause in Contracts

Benefit Distributions. 1. Except as otherwise provided in paragraph 2 of Article IV or in this Article V or in Article VI or VII, the vested balance in each Account shall be paid to the Executive in one of the two following methods at the election of the Executive: (a) a lump-sum payment to be paid at such time as is designated by the Executive or (b) annual installment payments over such period of years as may be designated by the Executive; provided, however, no payment shall be payable pursuant to this Article V prior to the earlier of June 11, 2006 or the termination of the Executive's employment with the Employer. 2. The Executive's election and designation referred to in Paragraph 1 of this Article V with respect to an Account shall be made by a written notice to the Employer prior to August 31, 2001. The Executive may make different elections and designations with respect to each Account. 3. In the event that the Executive fails to make an election pursuant to paragraph 1 of this Article V with respect to an Account, except as otherwise provided in Article VII and paragraph 7 of this Article V, the vested balance in such Account shall be paid in ten annual installments commencing on the first day of the month following the termination of the Executive's employment with the Employer. 4. All payments to be made pursuant to paragraph 1 of this Article V with respect to each Account shall be made in cash, and in furtherance thereof, all investments actually made with respect to such Account shall be sold by the Employer at such time or times as the Employer may determine to effect such payment; provided, that (a) in the case of an installment payment, unless the Executive provides the Employer with written notice to the contrary at least five days prior to the date any such payment is due, the Employer may select the investments to be sold or deemed sold to provide the cash necessary for such payment, and (b) to the extent investments have actually been made by the Employer with respect to such Account, the Executive may elect, subject to the Employer's approval, to receive payment in kind in lieu of cash by providing written notice of such election to the Employer at least five days prior to the date of such payment. 5. For purposes of determining the amount of a payment referred to in paragraph 1 of this Article V with respect to an Account, (a) the balance in such Account shall be adjusted by the Employer in the manner provided in paragraph 4 of Article III not more than five trading days preceding such payment, (b) the amount of such payment shall be reduced by the amount of any expenses actually incurred or deemed to have been incurred in connection with the sale or deemed sale of investments required to make such payment ("selling expenses"), and (c) if the installment method is elected with respect to any Account, the amount of each installment shall be equal to the balance in the appropriate Account as of the date of payment (as adjusted pursuant to clause (a) of this sentence), divided by the number of annual installments remaining, including the installment then being paid, and then reduced by the amount of any applicable selling expenses. 6. Except as provided in this paragraph 6, the Executive shall have no right to modify in any way his election and designation made pursuant to paragraph 1 of this Article V with respect to an Account or, in the event of his failure to make such an election or designation, the default provisions of paragraph 3. Provided that a modification election is made at least 12 months prior to it becoming effective, the Executive may: (a) delay the date on which a lump-sum payment from such Account shall be made; (b) subject to the last sentence of paragraph 1 of this Article V, accelerate the date on which distributions from any vested portion of an Account shall commence; (c) change the form of benefit payment from such Account from a lump-sum payment to annual installment payments over such period of years as designated by the Executive; (d) subject to the last sentence of paragraph 1 of this Article V, change the form of benefit payment from such Account from annual installments to a lump-sum payment which shall be paid at the time designated by the Executive; (e) delay the commencement of annual installment payments from such Account; or (f) increase the period of years during which annual installments shall be made out of such Account. 7. Notwithstanding any other provision of this Plan and Agreement to the contrary and notwithstanding any elections made by the Executive, in the event of the termination of the Executive's employment with the Employer for any reason (or no reason) prior to the Executive's attainment of age 65, the vested balance in each Account shall be paid to the Executive in one lump-sum payment within 30 days of such termination. 8. Notwithstanding any other provision of this Plan and Agreement to the contrary, in the event the Executive is determined to be subject to federal income tax on any balance in an Account prior to the time of distribution hereunder, an amount equal to the federal, state and local taxes (including any interest and penalties) owed on such taxable amount, shall be distributed from such Account and paid to the Executive. A balance in an Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the Internal Revenue Service addressed to the Executive which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) a written opinion by the Employer's tax counsel, addressed to the Employer, to the effect that the balance in an Account is subject to federal income tax prior to distribution. 9. Employer is authorized to withhold from any payments made hereunder such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate to comply with applicable laws and regulations.

Benefit Distributions. 1. Except as otherwise provided in paragraph 2 of Article IV or in this Article V or in Article VI or VII, the vested balance in each Account shall be paid to the Executive in one of the two following methods at the election of the Executive: (a) a lump-sum payment to be paid at such time as is designated by the Executive or (b) annual installment payments over such period of years as may be designated by the Executive; provided, however, no payment shall be payable pursuant to this Article V prior to the earlier of June 11July 22, 2006 or the termination of the Executive's employment with the Employer. 2. The Executive's election and designation referred to in Paragraph 1 of this Article V with respect to an Account shall be made by a written notice to the Employer prior to August 3121, 20012002. The Executive may make different elections and designations with respect to each Account. 3. In the event that the Executive fails to make an election pursuant to paragraph 1 of this Article V with respect to an Account, except as otherwise provided in Article VII and paragraph 7 of this Article V, the vested balance in such Account shall be paid in ten annual installments commencing on the first day of the month following the termination of the Executive's employment with the Employer. 4. All payments to be made pursuant to paragraph 1 of this Article V with respect to each Account shall be made in cash, and in furtherance thereof, all investments actually made with respect to such Account shall be sold by the Employer at such time or times as the Employer may determine to effect such payment; provided, that (a) in the case of an installment payment, unless the Executive provides the Employer with written notice to the contrary at least five days prior to the date any such payment is due, the Employer may select the investments to be sold or deemed sold to provide the cash necessary for such payment, and (b) to the extent investments have actually been made by the Employer with respect to such Account, the Executive may elect, subject to the Employer's approval, to receive payment in kind in lieu of cash by providing written notice of such election to the Employer at least five days prior to the date of such payment. 5. For purposes of determining the amount of a payment referred to in paragraph 1 of this Article V with respect to an Account, (a) the balance in such Account shall be adjusted by the Employer in the manner provided in paragraph 4 of Article III not more than five trading days preceding such payment, (b) the amount of such payment shall be reduced by the amount of any expenses actually incurred or deemed to have been incurred in connection with the sale or deemed sale of investments required to make such payment ("selling expenses"), and (c) if the installment method is elected with respect to any Account, the amount of each installment shall be equal to the balance in the appropriate Account as of the date of payment (as adjusted pursuant to clause (a) of this sentence), divided by the number of annual installments remaining, including the installment then being paid, and then reduced by the amount of any applicable selling expenses. 6. Except as provided in this paragraph 6, the Executive shall have no right to modify in any way his election and designation made pursuant to paragraph 1 of this Article V with respect to an Account or, in the event of his failure to make such an election or designation, the default provisions of paragraph 3. Provided that a modification election is made at least 12 months prior to it becoming effective, the Executive may: (a) delay the date on which a lump-sum payment from such Account shall be made; (b) subject to the last sentence of paragraph 1 of this Article V, accelerate the date on which distributions from any vested portion of an Account shall commence; (c) change the form of benefit payment from such Account from a lump-sum payment to annual installment payments over such period of years as designated by the Executive; (d) subject to the last sentence of paragraph 1 of this Article V, change the form of benefit payment from such Account from annual installments to a lump-sum payment which shall be paid at the time designated by the Executive; (e) delay the commencement of annual installment payments from such Account; or (f) increase the period of years during which annual installments shall be made out of such Account. 7. Notwithstanding any other provision of this Plan and Agreement to the contrary and notwithstanding any elections made by the Executive, in the event of the termination of the Executive's employment with the Employer for any reason (or no reason) prior to the Executive's attainment of age 65, the vested balance in each Account shall be paid to the Executive in one lump-sum payment within 30 days of such termination. 8. Notwithstanding any other provision of this Plan and Agreement to the contrary, in the event the Executive is determined to be subject to federal income tax on any balance in an Account prior to the time of distribution hereunder, an amount equal to the federal, state and local taxes (including any interest and penalties) owed on such taxable amount, shall be distributed from such Account and paid to the Executive. A balance in an Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the Internal Revenue Service addressed to the Executive which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) a written opinion by the Employer's tax counsel, addressed to the Employer, to the effect that the balance in an Account is subject to federal income tax prior to distribution. 9. Employer is authorized to withhold from any payments made hereunder such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate to comply with applicable laws and regulations. 10. Notwithstanding any other provision of this Plan and Agreement to the contrary (except for the last sentence of paragraph 1 of this Article V) and notwithstanding any elections made by the Executive, subject to the last sentence of paragraph 1 of this Article V the Executive may require the immediate distribution to the Executive of all or a portion of the vested balances in the Accounts less any amounts required by paragraph 9 of this Article V and subject to a penalty equal to ten percent (10%) of the amount to be distributed pursuant to this paragraph (prior to withholding required by paragraph 9). Such penalty amount shall be deemed forfeited and no longer payable to the Executive.

Benefit Distributions. 1. Except as otherwise provided in paragraph 2 of Article IV or in this Article V or in Article VI or VII: (a) the vested balance in Account I shall automatically be paid to the Executive in a lump-sum payment on September 15, 2004; and (b) the vested balance in each Account of Accounts II and III shall be paid to the Executive in one of the two following methods at the election of the Executive: (ai) a lump-sum payment to be paid at such time as is designated by the Executive or (bii) annual installment payments over such period of years as may be designated by the Executive; provided, however, no payment shall be payable pursuant to this Article V prior to the earlier of June 11, 2006 or the termination of the Executive's employment with the Employer. 2. The Executive's election and designation referred to in Paragraph 1 paragraph 1(b) of this Article V with respect to an Account Accounts II and III shall be made by a written notice to the Employer prior to August 31October 15, 20012003. Alternatively, the Executive may make a modification election pursuant to paragraph 6 of this Article V. The Executive may make different elections and designations with respect to each such Account. 3. In the event that the Executive fails to make an election pursuant to as described in paragraph 1 1(b) of this Article V with respect to an Account, except as otherwise provided in Article VII and paragraph 7 of this Article VAccount II or Account III, the vested balance in such Account shall be paid in ten annual installments commencing on the first day of the month following the termination of the Executive's employment with the Employer. 4. All payments to be made pursuant to paragraph 1 of this Article V with respect to each Account shall be made in cash, and in furtherance thereof, all investments actually made with respect to such Account shall be sold by the Employer at such time or times as the Employer may determine to effect such payment; provided, that (a) in the case of an installment payment, unless the Executive provides the Employer with written notice to the contrary at least five days prior to the date any such payment is due, the Employer may select the investments to be sold or deemed sold to provide the cash necessary for such payment, and (b) except as provided in clause (c) below, to the extent investments have actually been made directly or indirectly by the Employer with respect to such Account, the Executive may elect, subject to the Employer's approval, to receive payment in kind in lieu of cash by providing written notice of such election to the Employer at least five days prior to the date of such payment, and (c) to the extent the investments have actually been made directly or indirectly by the Employer in common stock of the Employer, the Employer may make the payment in kind in lieu of cash by delivery of fully registered stock certificates representing such common stock." 5. For purposes of determining the amount of a payment referred to in paragraph 1 of this Article V with respect to an Account, (a) the balance in such Account shall be adjusted by the Employer in the manner provided in paragraph 4 6 of Article III not more than five trading days preceding such payment, (b) the amount of such payment shall be reduced by the amount of any expenses actually incurred or deemed to have been incurred in connection with the sale or deemed sale of investments required to make such payment ("selling expenses"), and (c) if the installment method is elected with respect to any Accountyear, the amount of each installment shall be equal to the balance in the appropriate Account as of the date of payment (as adjusted pursuant to clause (a) of this sentence), divided by the number of annual installments remaining, including the installment then being paid, and then reduced by the amount of any applicable selling expenses. 6. Except as provided in this paragraph 6, the Executive shall have no right to modify in any way his election and designation made pursuant to paragraph 1 1(b) of this Article V with respect to an Account II or Account III or, in the event of his failure to make such an election or designation, the default provisions of paragraph 3. Provided that a modification election is made at least 12 months prior to it becoming effective, with respect to Account II and/or Account III the Executive may: (a) delay the date on which a lump-sum payment from such Account shall be made; ; (b) subject to the last sentence of paragraph 1 of this Article V, accelerate the date on which benefit distributions from any vested portion of an Account shall commence; ; (c) change the form of benefit payment from such Account from a lump-sum payment to annual installment payments over such period of years as designated by the Executive; ; (d) subject to the last sentence of paragraph 1 of this Article V, change the form of benefit payment from such Account from annual installments to a lump-sum payment which shall be paid at the time designated by the Executive; ; (e) delay the commencement of annual installment payments from such Account; or or (f) increase the period of years during which annual installments shall be made out of such Account. 7. Notwithstanding any other provision of anything in this Plan and Agreement to the contrary and notwithstanding any elections made by the Executivecontrary, in the event of the termination of the Executive's employment with the Employer for any reason (or no reason) prior to the Executive's attainment of age 65, the vested balance in each Account shall be paid to the Executive in one lump-sum payment within 30 days of such termination. 8. Notwithstanding any other provision of this Plan and Agreement to the contrary, in the event the Executive is determined to be subject to federal income tax on any balance in an Account prior to the time of distribution hereunder, an amount equal to the federal, state and local taxes (including any interest and penalties) owed on such taxable amount, shall be distributed from such Account and paid to the Executive. A balance in an Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the Internal Revenue Service addressed to the Executive which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) a written opinion by the Employer's tax counsel, addressed to the Employer, to the effect that the balance in an Account is are subject to federal income tax prior to distribution. 9. Employer is authorized to withhold from any payments made hereunder such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate to comply with applicable laws and regulations. 10. Notwithstanding any other provision of this Plan and Agreement to the contrary and notwithstanding any elections made by the Executive, the Executive may require the immediate distribution to the Executive of all or a portion of the vested balances in the Accounts less any amounts required by paragraph 9 of this Article V and subject to a penalty equal to ten percent (10%) of the amount to be distributed pursuant to this paragraph (prior to withholding required by paragraph 9). Such penalty amount shall be deemed forfeited and no longer payable to the Executive.

Benefit Distributions. 1. Except as otherwise provided in paragraph 2 5 of Article IV or IX, in this Article V or in Article VI or VII, the vested balance in each Account shall be paid to the Executive in one of the two following methods at the election of the Executive: (a) a lump-sum payment to be paid at such time as is designated by the Executive or (b) annual installment payments over such period of years as may be designated by the Executive; provided, however, no payment shall be payable pursuant to this Article V prior to the earlier of June 11, 2006 or the termination of the Executive's employment with the Employer. 2. The Executive's election and designation referred to in Paragraph paragraph 1 of this Article V with respect to an a Yearly Account shall be made by a written notice to the Employer prior to August 31the first day of the year to which the Yearly Account relates. Alternatively, 2001. the Executive may make a modification election pursuant to paragraph 7 of this Article V. The Executive may make different elections and designations with respect to each AccountYearly Credit, with any such different elections and designations accounted for through the creation of separate Yearly Accounts as contemplated by paragraph 1 of Article III. 3. The Executive's election and designation referred to in paragraph 1 of this Article V shall be made by a written notice to the Employer: (a) with respect to a Special Account, prior to May 19, 2000; (b) with respect to each MEP Account, simultaneously upon the Executive's prepayment of his MEP indebtedness; (c) with respect to a Deferred LTCIP Award Account, within 30 days of the date when the grant and the amount of the Deferred LTCIP Award were first made known to the Executive; and (d) with respect to an Elective Deferral Account, at the time of the Executive's deferral election for the year or years to which the Elective Deferral Account relates. Alternatively, the Executive may make a modification election pursuant to paragraph 7 of this Article V. 4. In the event that the Executive fails to make an election pursuant to paragraph 1 or paragraph 7 of this Article V with respect to an Account, except as otherwise provided in Article VII Account and paragraph 7 his employment with the Employer terminates for any reason (other than death or Disability) after the Executive reaches the age of this Article V65, the vested balance in such Account shall be paid to the Executive in ten annual installments commencing on the first day one lump-sum payment within 30 days of the month following the termination of the Executive's employment with the Employer. 45. All payments to be made pursuant to paragraph 1 of this Article V with respect to each Account shall be made in cash, and in furtherance thereof, all investments actually made with respect to such Account shall be sold by the Employer at such time or times as the Employer may determine to effect such payment; provided, that (a) in the case of an installment payment, unless the Executive provides the Employer with written notice to the contrary at least five days prior to the date any such payment is due, the Employer may select the investments to be sold or deemed sold to provide the cash necessary for such payment, and (b) except as provided in clause (c) below, to the extent investments have actually been made directly or indirectly by the Employer with respect to such Account, the Executive may elect, subject to the Employer's approval, to receive payment in kind in lieu of cash by providing written notice of such election to the Employer at least five days prior to the date of such paymentpayment and (c) to the extent the investments have actually been made directly or indirectly by the Employer in common stock of the Employer, the Employer may make the payment in kind in lieu of cash by delivery of fully registered stock certificates representing such common stock. 56. For purposes of determining the amount of a payment referred to in paragraph 1 of this Article V with respect to an Account, (a) the balance in such Account shall be adjusted by the Employer in the manner provided in paragraph 4 9 of Article III not more than five trading days preceding such payment, (b) the amount of such payment shall be reduced by the amount of any expenses actually incurred or deemed to have been incurred in connection with the sale or deemed sale of investments required to make such payment ("selling expenses"), and (c) if the installment method is elected with respect to any Accountyear, the amount of each installment shall be equal to the balance in the appropriate Account as of the date of payment (as adjusted pursuant to clause (a) of this sentence), divided by the number of annual installments remaining, including the installment then being paid, and then reduced by the amount of any applicable selling expenses. 67. Except as provided in this paragraph 67, the Executive shall have no right to modify in any way his election and designation made pursuant to paragraph 1 paragraphs 2 and 3 of this Article V or Article VII with respect to an Account or, in the event of his failure to make such an election or designation, the default provisions of paragraph 34. Provided that a modification election is made at least 12 months prior to it becoming effective, the Executive may: (a) delay the date on which a lump-sum payment from such Account shall be made; ; (b) subject to the last sentence of paragraph 1 of this Article V, accelerate the date on which benefit distributions from any vested portion of an Account shall commence; ; (c) change the form of benefit payment from such Account from a lump-sum payment to annual installment payments over such period of years as designated by the Executive; ; (d) subject to the last sentence of paragraph 1 of this Article V, change the form of benefit payment from such vested Account from annual installments to a lump-sum payment which shall be paid at the time designated by the Executive; ; (e) delay the commencement of annual installment payments from such Account; or or (f) increase the period of years during which annual installments shall be made out of such Account. 78. Notwithstanding any other provision of this Plan and Agreement to the contrary and notwithstanding any elections made by the Executive, in the event of the termination of the Executive's employment with the Employer for any reason (or no reasonother than death and Disability) prior to the Executive's attainment of age 65, the vested balance in each Account (including the balance in an Account which vested as a result of such termination as provided in paragraph 3 of Article IV) shall be paid to the Executive in one lump-sum payment within 30 days of such termination. 89. Notwithstanding any other provision of this Plan and Agreement to the contrary, in the event the Executive is determined to be subject to federal income tax on any vested balance in an Account prior to the time of distribution hereunder, an amount equal to the federal, state and local taxes (including any interest and penalties) owed on such taxable amount, shall be distributed from such Account and paid to the Executive. A balance in an Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the Internal Revenue Service addressed to the Executive which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or) (c) a written opinion by the Employer's tax counsel, addressed to the Employer, to the effect that the balance in an Account is subject to federal income tax prior to distribution. 910. Employer Employer, subject to the written opinion of the Employer's tax counsel which is not inconsistent with applicable case law and regulations, is authorized to withhold from any payments made hereunder such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate to comply with applicable laws and regulations. 11. Notwithstanding any other provision of this Plan and Agreement to the contrary and notwithstanding any elections made by the Executive, the Executive may require the immediate distribution to the Executive of all or a portion of the vested balances in the Accounts less any amounts required by paragraph 10 of this Article V and subject to a penalty equal to ten percent (10%) of the amount to be distributed pursuant to this paragraph (prior to withholding required by paragraph 10). Such penalty amount shall be deemed forfeited and no longer payable to the Executive.

Benefit Distributions. 1. Except as otherwise provided in paragraph 2 of Article IV or in this Article V or in Article VI or VII, the vested The balance in each Account shall be paid to the Executive in one of the two following methods at the election of the Executive: (a) a lump-sum payment to be paid at such time as is designated by the Executive or (b) annual installment payments over such period of years as may be designated by the Executive; provided, however, no payment shall be payable pursuant to this Article V prior to the earlier of June 11, 2006 or the termination of the Executive's employment with the Employer. 2. The Executive's election and designation referred to in Paragraph 1 of this Article V the previous sentence with respect to an Account shall be made by a written notice to the Employer prior at the time of his deferral election for the year or years to August 31, 2001which the Account relates. The Executive may make different elections and designations with respect to the deferred compensation of each Account. 3. year, with any such different elections and designations accounted for through the creation of separate Accounts as contemplated by paragraph 2 of Article I. In the event that the Executive fails to make an election pursuant to this paragraph 1 of this Article V with respect to an Account, except as otherwise provided in Article VII IV and paragraph 7 5 of this Article V, II the vested balance in such Account shall be paid to the Executive in ten annual installments commencing on the first day one lump-sum payment within 30 days of the month following the termination of the Executive's employment with the Employer. 42. All payments to be made pursuant to paragraph 1 of this Article V II with respect to each Account shall be made in cash, and in furtherance thereof, all investments actually made with respect to such Account shall be sold by the Employer at such time or times as the Employer may determine to effect such payment; provided, that (a) in the case of an installment payment, unless the Executive provides the Employer with written notice to the contrary at least five days prior to the date any such payment is due, the Employer may select the investments to be sold or deemed sold to provide the cash necessary for such payment, and (b) to the extent investments have actually been made by the Employer with respect to such Account, the Executive may elect, subject to the Employer's approval, to receive payment in kind in lieu of cash by providing written notice of such election to the Employer at least five days prior to the date of such payment. 53. For purposes of determining the amount of a payment referred to in paragraph 1 of this Article V II with respect to an Account, (a) the balance in such Account shall be adjusted by the Employer in the manner provided in paragraph 4 5 of Article III I not more than five trading days preceding such payment, (b) the amount of such payment shall be reduced by the amount of any expenses actually incurred or deemed to have been incurred in connection with the sale or deemed sale of investments required to make such payment ("selling expenses"), and (c) if the installment method is elected with respect to any Accountyear, the amount of each installment shall be equal to the balance in the appropriate Account as of the date of payment (as adjusted pursuant to clause (a) of this sentence), divided by the number of annual installments remaining, including the installment then being paid, and then reduced by the amount of any applicable selling expenses. 64. Except as provided in this paragraph 64, the Executive shall have no right to modify in any way his election and designation made pursuant to paragraph 1 of this Article V II with respect to an Account or, in the event of his failure to make such an election or designation, the default provisions of paragraph 31. Provided that a modification election is made at least 12 months prior to it becoming effective, the Executive may: (a) delay the date on which a lump-sum payment from such Account shall be made; (b) subject to the last sentence of paragraph 1 of this Article V, accelerate the date on which distributions from any vested portion of an Account shall commence; (c) change the form of benefit payment from such Account from a lump-sum payment to annual installment payments over such period of years as designated by the Executive; (d) subject to the last sentence of paragraph 1 of this Article V, change the form of benefit payment from such Account from annual installments to a lump-sum payment which shall be paid at the time designated by the Executive; (e) delay the commencement of annual installment payments from such Account; or (f) increase the period of years during which annual installments shall be made out of such Account. 7. Notwithstanding any other provision of this Plan and Agreement to the contrary and notwithstanding any elections made by the Executive, in the event of the termination of the Executive's employment with the Employer for any reason (or no reason) prior to the Executive's attainment of age 65, the vested balance in each Account shall be paid to the Executive in one lump-sum payment within 30 days of such termination. 8. Notwithstanding any other provision of this Plan and Agreement to the contrary, in the event the Executive is determined to be subject to federal income tax on any balance in an Account prior to the time of distribution hereunder, an amount equal to the federal, state and local taxes (including any interest and penalties) owed on such taxable amount, shall be distributed from such Account and paid to the Executive. A balance in an Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the Internal Revenue Service addressed to the Executive which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) a written opinion by the Employer's tax counsel, addressed to the Employer, to the effect that the balance in an Account is subject to federal income tax prior to distribution. 9. Employer is authorized to withhold from any payments made hereunder such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate to comply with applicable laws and regulations.

Benefit Distributions. 1. Except as otherwise provided in paragraph 2 3 of Article IV or IV, in this Article V or in Article VI or VII, the vested balance in each Yearly Account and Special Account shall be paid to the Executive in one of the two following methods at the election of the Executive: (a) a lump-sum payment to be paid at such time as is designated by the Executive or (b) annual installment payments over such period of years as may be designated by the Executive; provided, however, no payment shall be payable pursuant to this Article V prior to the earlier of June 11, 2006 or the termination of the Executive's employment with the Employer. 2. The Executive's election and designation referred to in Paragraph paragraph 1 of this Article V with respect to an a Yearly Account shall be made by a written notice to the Employer prior to August 31, 2001the first day of the year to which the Yearly Account relates. The Executive may make different elections and designations with respect to each Yearly Credit, with any such different elections and designations accounted for through the creation of separate Yearly Accounts as contemplated by paragraph 2 of Article III. 3. The Executive's election and designation referred to in paragraph 1 of this Article V with respect to a Special Account shall be made by a written notice to the Employer prior to May 19, 2000. The Executive may make different elections and designations with respect to each Special Account. 34. In the event that the Executive fails to make an election pursuant to paragraph 1 of this Article V with respect to an Account, except as otherwise provided in Article VII and paragraph 7 of this Article V, the vested balance in such Account shall be paid in ten annual installments commencing on the first day of the month following the termination of the Executive's employment with the Employer. 45. All payments to be made pursuant to paragraph 1 of this Article V with respect to each Account shall be made in cash, and in furtherance thereof, all investments actually made with respect to such Account shall be sold by the Employer at such time or times as the Employer may determine to effect such payment; provided, that (a) in the case of an installment payment, unless the Executive provides the Employer with written notice to the contrary at least five days prior to the date any such payment is due, the Employer may select the investments to be sold or deemed sold to provide the cash necessary for such payment, and (b) to the extent investments have actually been made by the Employer with respect to such Account, the Executive may elect, subject to the Employer's approval, to receive payment in kind in lieu of cash by providing written notice of such election to the Employer at least five days prior to the date of such payment. 56. For purposes of determining the amount of a payment referred to in paragraph 1 of this Article V with respect to an Account, (a) the balance in such Account shall be adjusted by the Employer in the manner provided in paragraph 4 6 of Article III not more than five trading days preceding such payment, (b) the amount of such payment shall be reduced by the amount of any expenses actually incurred or deemed to have been incurred in connection with the sale or deemed sale of investments required to make such payment ("selling expenses"), and (c) if the installment method is elected with respect to any Accountyear, the amount of each installment shall be equal to the balance in the appropriate Account as of the date of payment (as adjusted pursuant to clause (a) of this sentence), divided by the number of annual installments remaining, including the installment then being paid, and then reduced by the amount of any applicable selling expenses. 67. Except as provided in this paragraph 67, the Executive shall have no right to modify in any way his election and designation made pursuant to paragraph 1 paragraphs 2 and 3 of this Article V with respect to an Account or, in the event of his failure to make such an election or designation, the default provisions of paragraph 34. Provided that a modification election is made at least 12 months prior to it becoming effective, the Executive may: (a) delay the date on which a lump-sum payment from such Account shall be made; ; (b) subject to the last sentence of paragraph 1 of this Article V, accelerate the date on which benefit distributions from any vested portion of an Account shall commence; ; (c) change the form of benefit payment from such Account from a lump-sum payment to annual installment payments over such period of years as designated by the Executive; ; (d) subject to the last sentence of paragraph 1 of this Article V, change the form of benefit payment from such Account from annual installments to a lump-sum payment which shall be paid at the time designated by the Executive; ; (e) delay the commencement of annual installment payments from such Account; or or (f) increase the period of years during which annual installments shall be made out of such Account. 78. Notwithstanding any other provision of anything in this Plan and Agreement to the contrary and notwithstanding any elections made by the Executivecontrary, in the event of the termination of the Executive's employment with the Employer for any reason (or no reasonother than death and Disability) prior to the Executive's attainment of age 65, the vested balance in each Account (including the balance in an Account which vested as a result of such termination as provided in paragraph 2 of Article IV) shall be paid to the Executive in one lump-sum payment within 30 days of such termination. 89. Notwithstanding any other provision of this Plan and Agreement to the contrary, in the event the Executive is determined to be subject to federal income tax on any balance in an Account prior to the time of distribution hereunder, an amount equal to the federal, state and local taxes (including any interest and penalties) owed on such taxable amount, shall be distributed from such Account and paid to the Executive. A balance in an Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the Internal Revenue Service addressed to the Executive which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) a written opinion by the Employer's tax counsel, addressed to the Employer, to the effect that the balance in an Account is subject to federal income tax prior to distribution. 9. Employer is authorized to withhold from any payments made hereunder such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate to comply with applicable laws and regulations.

Benefit Distributions. 1. Except as otherwise provided in paragraph 2 of Article IV or in this Article V or in Article VI or VII, the vested The balance in each Account shall be paid to the Executive in one of the two following methods at the election of the Executive: (a) a lump-sum payment to be paid at such time as is designated by the Executive or (b) annual installment payments over such period of years as may be designated by the Executive; provided, however, no payment shall be payable pursuant to this Article V prior to the earlier of June 11, 2006 or the termination of the Executive's employment with the Employer. 2. The Executive's election and designation referred to in Paragraph 1 of this Article V the previous sentence with respect to an Account shall be made by a written notice to the Employer prior at the time of his deferral election for the year or years to August 31, 2001which the Account relates. The Executive may make different elections and designations with respect to the deferred compensation of each Account. 3. year, with any such different elections and designations accounted for through the creation of separate Accounts as contemplated by paragraph 2 of Article I. In the event that the Executive fails to make an election pursuant to this paragraph 1 of this Article V with respect to an Account, except as otherwise provided in Article VII and paragraph 7 of this Article V, the vested balance in such Account shall be paid in ten annual installments commencing on the first day of the month following the termination of the Executive's employment with the Employer. 42. All payments to be made pursuant to paragraph 1 of this Article V II with respect to each Account shall be made in cash, and in furtherance thereof, all investments actually made with respect to such Account shall be sold by the Employer at such time or times as the Employer may determine to effect such payment; provided, that (a) in the case of an installment payment, unless the Executive provides the Employer with written notice to the contrary at least five days prior to the date any such payment is due, the Employer may select the investments to be sold or deemed sold to provide the cash necessary for such payment, and (b) to the extent investments have actually been made by the Employer with respect to such Account, the Executive may elect, subject to the Employer's approval, to receive payment in kind in lieu of cash by providing written notice of such election to the Employer at least five days prior to the date of such payment. 53. For purposes of determining the amount of a payment referred to in paragraph 1 of this Article V II with respect to an Account, (a) the balance in such Account shall be adjusted by the Employer in the manner provided in paragraph 4 5 of Article III I not more than five trading days preceding such payment, (b) the amount of such payment shall be reduced by the amount of any expenses actually incurred or deemed to have been incurred in connection with the sale or deemed sale of investments required to make such payment ("selling expenses"), and (c) if the installment method is elected with respect to any Accountyear, the amount of each installment shall be equal to the balance in the appropriate Account as of the date of payment (as adjusted pursuant to clause (a) of this sentence), divided by the number of annual installments remaining, including the installment then being paid, and then reduced by the amount of any applicable selling expenses. 64. Except as provided in this paragraph 64, the Executive shall have no right to modify in any way his election and designation made pursuant to paragraph 1 of this Article V II with respect to an Account or, in the event of his failure to make such an election or designation, the default provisions of paragraph 31. Provided that a modification election is made at least 12 months prior to it becoming effectivethe commencement of the benefit distributions with respect to an Account, the Executive Executive, may: (a) delay the date on which a lump-sum payment from such Account shall be made; ; (b) subject to the last sentence of paragraph 1 of this Article V, accelerate the date on which distributions from any vested portion of an Account shall commence; (c) change the form of benefit payment from such Account from a lump-sum payment to annual installment payments over such period of years as designated by the Executive; (dc) subject to the last sentence of paragraph 1 of this Article V, change the form of benefit payment from such Account from annual installments to a lump-sum payment which shall be paid at the time designated by the ExecutiveExecutive but no sooner than the day on which the installment payments were to commence; (ed) delay the commencement of annual installment payments from such Account; or (fe) increase the period of years during which annual installments shall be made out of such Account. 75. Notwithstanding any other provision of anything in this Plan and Deferral Agreement to the contrary and notwithstanding any elections made by the Executivecontrary, in the event of the termination of the Executive's employment with the Employer for any reason (or no reason) prior to the Executive's attainment of age 65, the vested balance in each Account shall be paid to the Executive in one lump-sum payment within 30 days of such termination. 8. Notwithstanding any other provision of this Plan and Agreement to the contrary, in the event the Executive is determined to be subject to federal income tax on any balance in an Account prior to the time of distribution hereunder, an amount equal to the federal, state and local taxes (including any interest and penalties) owed on such taxable amount, shall be distributed from such Account and paid to the Executive. A balance in an Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the Internal Revenue Service addressed to the Executive which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) a written opinion by the Employer's tax counsel, addressed to the Employer, to the effect that the balance in an Account is subject to federal income tax prior to distribution. 96. Employer is authorized to withhold from any payments made hereunder such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate to comply with applicable laws and regulations.

Benefit Distributions. 1. Except as otherwise provided in paragraph 2 of Article IV or in this Article V or in Article VI or VII, the vested The balance in each Account shall be paid to the Executive in one of the two following methods at the election of the Executive: (a) a lump-sum payment to be paid at such time as is designated by the Executive or (b) annual installment payments over such period of years as may be designated by the Executive; provided, however, no payment shall be payable pursuant to this Article V prior to the earlier of June 11, 2006 or the termination of the Executive's employment with the Employer. 2. The Executive's election and designation referred to in Paragraph 1 of this Article V the previous sentence with respect to an Account shall be made by a written notice to the Employer prior at the time of his deferral election for the year or years to August 31, 2001which the Account relates. The Executive may make different elections and designations with respect to the deferred compensation of each Account. 3. year, with any such different elections and designations accounted for through the creation of separate Accounts as contemplated by paragraph 2 of Article I. In the event that the Executive fails to make an election pursuant to this paragraph 1 of this Article V I with respect to an Account, except as otherwise provided in Article VII IV and paragraph 7 5 of this Article V, II the vested balance in such Account shall be paid in ten annual installments commencing on the first day of the month following the termination of the Executive's employment with the Employer. 42. All payments to be made pursuant to paragraph 1 of this Article V II with respect to each Account shall be made in cash, and in furtherance thereof, all investments actually made with respect to such Account shall be sold by the Employer at such time or times as the Employer may determine to effect such payment; provided, that (a) in the case of an installment payment, unless the Executive provides the Employer with written notice to the contrary at least five days prior to the date any such payment is due, the Employer may select the investments to be sold or deemed sold to provide the cash necessary for such payment, and (b) to the extent investments have actually been made by the Employer with respect to such Account, the Executive may elect, subject to the Employer's approval, to receive payment in kind in lieu of cash by providing written notice of such election to the Employer at least five days prior to the date of such payment. 53. For purposes of determining the amount of a payment referred to in paragraph 1 of this Article V II with respect to an Account, (a) the balance in such Account shall be adjusted by the Employer in the manner provided in paragraph 4 5 of Article III I not more than five trading days preceding such payment, (b) the amount of such payment shall be reduced by the amount of any expenses actually incurred or deemed to have been incurred in connection with the sale or deemed sale of investments required to make such payment ("selling expenses"), and (c) if the installment method is elected with respect to any Accountyear, the amount of each installment shall be equal to the balance in the appropriate Account as of the date of payment (as adjusted pursuant to clause (a) of this sentence), divided by the number of annual installments remaining, including the installment then being paid, and then reduced by the amount of any applicable selling expenses. 64. Except as provided in this paragraph 64, the Executive shall have no right to modify in any way his election and designation made pursuant to paragraph 1 of this Article V II with respect to an Account or, in the event of his failure to make such an election or designation, the default provisions of paragraph 31. Provided that a modification election is made at least 12 months prior to it becoming effective, the Executive may: (a) delay the date on which a lump-sum payment from such Account shall be made; ; (b) subject to the last sentence of paragraph 1 of this Article V, accelerate the date on which distributions from any vested portion of an Account shall commence; (c) change the form of benefit payment from such Account from a lump-sum payment to annual installment payments over such period of years as designated by the Executive; ; (d) subject to the last sentence of paragraph 1 of this Article V, change the form of benefit payment from such Account from annual installments to a lump-sum payment which shall be paid at the time designated by the Executive; ; (e) delay the commencement of annual installment payments from such Account; or or (f) increase the period of years during which annual installments shall be made out of such Account. 75. Notwithstanding any other provision of this Plan and Deferral Agreement to the contrary and notwithstanding any elections made by the Executive, in the event of the termination of the Executive's employment with the Employer for any reason (or no reason) prior to the Executive's attainment of age 65, the vested balance in each Account shall be paid to the Executive in one lump-sum payment within 30 days of such termination. 86. Notwithstanding any other provision of this Plan and Deferral Agreement to the contrary, in the event the Executive is determined to be subject to federal income tax on any balance in an Account prior to the time of distribution hereunder, an amount equal to the federal, state and local taxes (including any interest and penalties) owed on such taxable amount, shall be distributed from such Account and paid to the Executive. A balance in an Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the Internal Revenue Service addressed to the Executive which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) a written opinion by the Employer's tax counsel, addressed to the Employer, to the effect that the balance in an Account is subject to federal income tax prior to distribution. 97. Employer is authorized to withhold from any payments made hereunder such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate to comply with applicable laws and regulations.

Benefit Distributions. 1. Except as otherwise provided in paragraph 2 5 of Article IV or IX, in this Article V or in Article VI or VII, the vested balance in each Account shall be paid to the Executive in one of the two following methods at the election of the Executive: (a) a lump-sum payment to be paid at such time as is designated by the Executive or (b) annual installment payments over such period of years as may be designated by the Executive; provided, however, no payment shall be payable pursuant to this Article V prior to the earlier of June 11, 2006 or the termination of the Executive's employment with the Employer. 2. The Executive's election and designation referred to in Paragraph paragraph 1 of this Article V with respect to an the Relocation Account shall be made by a written notice to the Employer prior to December 11, 2002. Alternatively, the Executive may make a modification election pursuant to paragraph 7 of this Article V. 3. The Executive's election and designation referred to in paragraph 1 of this Article V shall be made by a written notice to the Employer: (a) with respect to a Special Account, prior to August 3119, 20012000; (b) with respect to each MEP Account, simultaneously upon the Executive's prepayment of his MEP indebtedness; (c) with respect to a Deferred LTCIP Award Account, within 30 days of the date when the grant and the amount of the Deferred LTCIP Award were first made known to the Executive; and (d) with respect to an Elective Deferral Account, at the time of the Executive's deferral election for the year or years to which the Elective Deferral Account relates. Alternatively, the Executive may make a modification election pursuant to paragraph 7 of this Article V. The Executive may make different elections and designations with respect to each Account. As to the Elective Deferral Accounts, any such different elections and designations shall be accounted for through the creation of separate Elective Deferral Accounts as contemplated by paragraph 4 of Article III. 34. In the event that the Executive fails to make an election pursuant to paragraph 1 or paragraph 7 of this Article V with respect to an Account, except as otherwise provided in Article VII Account and paragraph 7 his employment with the Employer terminates for any reason (other than death or Disability) after the Executive reaches the age of this Article V65, the vested balance in such Account shall be paid in ten annual installments commencing on the first day of the month following the termination of the Executive's employment with the Employer. 45. All payments to be made pursuant to paragraph 1 of this Article V with respect to each Account shall be made in cash, and in furtherance thereof, all investments actually made with respect to such Account shall be sold by the Employer at such time or times as the Employer may determine to effect such payment; provided, that (a) in the case of an installment payment, unless the Executive provides the Employer with written notice to the contrary at least five days prior to the date any such payment is due, the Employer may select the investments to be sold or deemed sold to provide the cash necessary for such payment, and (b) except as provided in clause (c) below, to the extent investments have actually been made directly or indirectly by the Employer with respect to such Account, the Executive may elect, subject to the Employer's approval, to receive payment in kind in lieu of cash by providing written notice of such election to the Employer at least five days prior to the date of such paymentpayment and (c) to the extent the investments have actually been made directly or indirectly by the Employer in common stock of the Employer, the Employer may make the payment in kind in lieu of cash by delivery of fully registered stock certificates representing such common stock. 56. For purposes of determining the amount of a payment referred to in paragraph 1 of this Article V with respect to an Account, (a) the balance in such Account shall be adjusted by the Employer in the manner provided in paragraph 4 9 of Article III not more than five trading days preceding such payment, (b) the amount of such payment shall be reduced by the amount of any expenses actually incurred or deemed to have been incurred in connection with the sale or deemed sale of investments required to make such payment ("selling expenses"), and (c) if the installment method is elected with respect to any Accountyear, the amount of each installment shall be equal to the balance in the appropriate Account as of the date of payment (as adjusted pursuant to clause (a) of this sentence), divided by the number of annual installments remaining, including the installment then being paid, and then reduced by the amount of any applicable selling expenses. 67. Except as provided in this paragraph 67, the Executive shall have no right to modify in any way his election and designation made pursuant to paragraph 1 paragraphs 2 and 3 of this Article V or Article VII with respect to an Account or, in the event of his failure to make such an election or designation, the default provisions of paragraph 34. Provided that a modification election is made at least 12 months prior to it becoming effective, the Executive may: (a) delay the date on which a lump-sum payment from such Account shall be made; ; (b) subject to the last sentence of paragraph 1 of this Article V, accelerate the date on which benefit distributions from any vested portion of an Account shall commence; ; (c) change the form of benefit payment from such Account from a lump-sum payment to annual installment payments over such period of years as designated by the Executive; ; (d) subject to the last sentence of paragraph 1 of this Article V, change the form of benefit payment from such vested Account from annual installments to a lump-sum payment which shall be paid at the time designated by the Executive; ; (e) delay the commencement of annual installment payments from such Account; or or (f) increase the period of years during which annual installments shall be made out of such Account. 78. Notwithstanding any other provision of this Plan and Agreement to the contrary and notwithstanding any elections made by the Executive, in the event of the termination of the Executive's employment with the Employer for any reason (other than death or no reasonDisability) prior to the Executive's attainment of age 65, the vested balance in each Account shall be paid to the Executive in one lump-sum payment within 30 days of such termination. 89. Notwithstanding any other provision of this Plan and Agreement to the contrary, in the event the Executive is determined to be subject to federal income tax on any vested balance in an Account prior to the time of distribution hereunder, an amount equal to the federal, state and local taxes (including any interest and penalties) owed on such taxable amount, shall be distributed from such Account and paid to the Executive. A balance in an Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the Internal Revenue Service addressed to the Executive which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) a written opinion by the Employer's tax counsel, addressed to the Employer, to the effect that the balance in an Account is subject to federal income tax prior to distribution. 910. Employer is authorized to withhold from any payments made hereunder such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate to comply with applicable laws and regulations. 11. Notwithstanding any other provision of this Plan and Agreement to the contrary and notwithstanding any elections made by the Executive, the Executive may require the immediate distribution to the Executive of all or a portion of the vested balances in the Accounts less any amounts required by paragraph 10 of this Article V and subject to a penalty equal to ten percent (10%) of the amount to be distributed pursuant to this paragraph (prior to withholding required by paragraph 10). Such penalty amount shall be deemed forfeited and no longer payable to the Executive.

Benefit Distributions. 1. Except as otherwise provided in Subject to the provisions of paragraph 2 of Article IV or in this Article V or in Article VI or VIIIV, the vested balance in each Account shall be paid to the Executive in one of the two following methods at the election of the Executive: (a) a lump-sum payment to be paid at such time as is designated by the Executive or (b) annual installment payments over such period of years as may be designated by the Executive; provided, however, no payment shall be payable pursuant to this Article V prior to the earlier of June 11, 2006 or the Executive's termination of the Executive's employment with the Employer. 2. The Executive's election and designation referred to in Paragraph 1 of this Article V with respect to an Account shall be made by a written notice to the Employer prior to August 3119, 20012000. The Executive may make different elections and designations with respect to each Account. 3. In the event that the Executive fails to make an election pursuant to paragraph 1 of this Article V with respect to an Account, except as otherwise provided in Article VII and paragraph 7 of this Article V, the vested balance in such Account shall be paid in ten annual installments commencing on the first day of the month following the termination of the Executive's employment with the Employer. 4. All payments to be made pursuant to paragraph 1 of this Article V with respect to each Account shall be made in cash, and in furtherance thereof, all investments actually made with respect to such Account shall be sold by the Employer at such time or times as the Employer may determine to effect such payment; provided, that (a) in the case of an installment payment, unless the Executive provides the Employer with written notice to the contrary at least five days prior to the date any such payment is due, the Employer may select the investments to be sold or deemed sold to provide the cash necessary for such payment, and (b) to the extent investments have actually been made by the Employer with respect to such Account, the Executive may elect, subject to the Employer's approval, to receive payment in kind in lieu of cash by providing written notice of such election to the Employer at least five days prior to the date of such payment. 5. For purposes of determining the amount of a payment referred to in paragraph 1 of this Article V with respect to an Account, (a) the balance in such Account shall be adjusted by the Employer in the manner provided in paragraph 4 6 of Article III not more than five trading days preceding such payment, (b) the amount of such payment shall be reduced by the amount of any expenses actually incurred or deemed to have been incurred in connection with the sale or deemed sale of investments required to make such payment ("selling expenses"), and (c) if the installment method is elected with respect to any Accountyear, the amount of each installment shall be equal to the balance in the appropriate Account as of the date of payment (as adjusted pursuant to clause (a) of this sentence), divided by the number of annual installments remaining, including the installment then being paid, and then reduced by the amount of any applicable selling expenses. 6. Except as provided in this paragraph 6, the Executive shall have no right to modify in any way his election and designation made pursuant to paragraph 1 of this Article V with respect to an Account or, in the event of his failure to make such an election or designation, the default provisions of paragraph 3. Provided that a modification election is made at least 12 months prior to it becoming effective, the Executive may: (a) delay the date on which a lump-sum payment from such Account shall be made; (b) subject to the last sentence of paragraph 1 of this Article V, accelerate the date on which distributions from any vested portion of an Account shall commence; (c) change the form of benefit payment from such Account from a lump-sum payment to annual installment payments over such period of years as designated by the Executive; (d) subject to the last sentence of paragraph 1 of this Article V, change the form of benefit payment from such Account from annual installments to a lump-sum payment which shall be paid at the time designated by the Executive; (e) delay the commencement of annual installment payments from such Account; or (f) increase the period of years during which annual installments shall be made out of such Account. 7. Notwithstanding any other provision of this Plan and Agreement to the contrary and notwithstanding any elections made by the Executive, in the event of the termination of the Executive's employment with the Employer for any reason (or no reason) prior to the Executive's attainment of age 65, the vested balance in each Account shall be paid to the Executive in one lump-sum payment within 30 days of such termination. 8. Notwithstanding any other provision of this Plan and Agreement to the contrary, in the event the Executive is determined to be subject to federal income tax on any balance in an Account prior to the time of distribution hereunder, an amount equal to the federal, state and local taxes (including any interest and penalties) owed on such taxable amount, shall be distributed from such Account and paid to the Executive. A balance in an Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the Internal Revenue Service addressed to the Executive which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) a written opinion by the Employer's tax counsel, addressed to the Employer, to the effect that the balance in an Account is subject to federal income tax prior to distribution. 9. Employer is authorized to withhold from any payments made hereunder such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate to comply with applicable laws and regulations.

Benefit Distributions. 1. Except as otherwise provided in paragraph 2 of Article IV or in this Article V or in Article VI or VII, the vested The balance in each Account shall be paid to the Executive in one of the two following methods at the election of the Executive: (a) a lump-sum payment to be paid at such time as is designated by the Executive or (b) annual installment payments over such period of years as may be designated by the Executive; provided, however, no payment shall be payable pursuant to this Article V IV prior to the earlier of June 11, 2006 or the Executive's termination of the Executive's employment with the Employer. 2. The Executive's election and designation referred to in Paragraph 1 of this Article V the previous sentence with respect to an Account shall be made by a written notice to the Employer prior to August 31, 2001the first day of the year to which the Account relates. The Executive may make different elections and designations with respect to the Monthly Credits of each Account. 3year, with any such different elections and designations accounted for through the creation of separate Accounts as contemplated by paragraph 2 of Article III. In the event that the Executive fails to make an election pursuant to this paragraph 1 of this Article V with respect to an Account, except as otherwise provided in Article VII and paragraph 7 of this Article V, the vested balance in such Account shall be paid in ten annual installments commencing on the first day of the month following the termination of the Executive's employment with the Employer. 42. All payments to be made pursuant to paragraph 1 of this Article V IV with respect to each Account shall be made in cash, and in furtherance thereof, all investments actually made with respect to such Account shall be sold by the Employer at such time or times as the Employer may determine to effect such payment; provided, that (a) in the case of an installment payment, unless the Executive provides the Employer with written notice to the contrary at least five days prior to the date any such payment is due, the Employer may select the investments to be sold or deemed sold to provide the cash necessary for such payment, and (b) to the extent investments have actually been made by the Employer with respect to such Account, the Executive may elect, subject to the Employer's approval, to receive payment in kind in lieu of cash by providing written notice of such election to the Employer at least five days prior to the date of such payment. 53. For purposes of determining the amount of a payment referred to in paragraph 1 of this Article V IV with respect to an Account, (a) the balance in such Account shall be adjusted by the Employer in the manner provided in paragraph 4 6 of Article III not more than five trading days preceding such payment, (b) the amount of such payment shall be reduced by the amount of any expenses actually incurred or deemed to have been incurred in connection with the sale or deemed sale of investments required to make such payment ("selling expenses"), and (c) if the installment method is elected with respect to any Accountyear, the amount of each installment shall be equal to the balance in the appropriate Account as of the date of payment (as adjusted pursuant to clause (a) of this sentence), divided by the number of annual installments remaining, including the installment then being paid, and then reduced by the amount of any applicable selling expenses. 64. Except as provided in this paragraph 64, the Executive shall have no right to modify in any way his election and designation made pursuant to paragraph 1 of this Article V IV with respect to an Account or, in the event of his failure to make such an election or designation, the default provisions of paragraph 31. Provided that a modification election is made at least 12 months prior to it becoming effectivethe commencement of the benefit distributions with respect to an Account, the Executive Executive, may: (a) delay the date on which a lump-sum payment from such Account shall be made; ; (b) subject to the last sentence of paragraph 1 of this Article V, accelerate the date on which distributions from any vested portion of an Account shall commence; (c) change the form of benefit payment from such Account from a lump-sum payment to annual installment payments over such period of years as designated by the Executive; (dc) subject to the last sentence of paragraph 1 of this Article V, change the form of benefit payment from such Account from annual installments to a lump-sum payment which shall be paid at the time designated by the ExecutiveExecutive but no sooner than the day on which the installment payments were to commence; (ed) delay the commencement of annual installment payments from such Account; or (fe) increase the period of years during which annual installments shall be made out of such Account. 75. Notwithstanding any other provision of anything in this Plan and Agreement to the contrary and notwithstanding any elections made by the Executivecontrary, in the event of the termination of the Executive's employment with the Employer for any reason (or no reason) prior to the Executive's attainment of age 65, the vested balance in each Account shall be paid to the Executive in one lump-sum payment within 30 days of such termination. 8. Notwithstanding any other provision of this Plan and Agreement to the contrary, in the event the Executive is determined to be subject to federal income tax on any balance in an Account prior to the time of distribution hereunder, an amount equal to the federal, state and local taxes (including any interest and penalties) owed on such taxable amount, shall be distributed from such Account and paid to the Executive. A balance in an Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the Internal Revenue Service addressed to the Executive which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) a written opinion by the Employer's tax counsel, addressed to the Employer, to the effect that the balance in an Account is subject to federal income tax prior to distribution. 96. Employer is authorized to withhold from any payments made hereunder such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate to comply with applicable laws and regulations.