Common use of Special Retirement Plans Lump Sum Clause in Contracts

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension plan, the Retirement Account Plan (the "Retirement Plan"), the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below which the Executive would receive if his employment continued for a three-year period following termination of employment, assuming that the Executive's compensation during such three-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus Amount, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan and the SERP as of the termination date. Actuarial equivalency for this purpose shall be determined using an interest rate equal to the five-year United States Treasury note yield in effect on the last business day of the month prior to the date of termination of employment as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Plan. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a three-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e) below apply. The amount of the lump sum provided by this Section 3(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension planRetirement Account Plan, the Retirement Account Plan (SERP monthly benefit "A" and the "Retirement Plan")special additional pension benefit provided under Section 3 above, the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below which the Executive would receive if his employment continued for a three-year period following termination of employment, assuming that the Executive's compensation during such three-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus AmountAmount with all non-qualified pension benefits determined on a fully vested basis and waiving the requirement that Executive have attained age 60, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan Account Plan, the SERP monthly benefit "A" and the SERP as of the termination datespecial additional pension benefit under Section 3 above. Actuarial equivalency for this purpose shall be determined using an interest rate equal to a 36 consecutive month (or shorter period, as explained in the five-year United States Treasury note yield in effect on next sentence) average, using the rates as of the last business day of each month starting with January 31, 2002 (the month "Month End Rate") of the five year United States Treasury Note yields (the "36 Month Average Rate") in effect ending with the Month End Rate immediately prior to the date of termination of employment Effective Date, as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Account Plan. Prior to January 31, 2005, the 36 Month Average Rate shall mean only the average of the Month End Rates which have occurred since January 31, 2002, even though less than 36. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a three-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d5(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e5(f) below apply. The amount of the lump sum provided by this Section 3(d5(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension plan, the Retirement Account Plan (the "Retirement Plan"), the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below and any applicable non-qualified pension plan letter agreement (the "Letter Agreement") between the Executive and the Company, which the Executive would receive if his employment continued for a three-year period following termination of employment, assuming that the Executive's compensation during such three-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus Amount, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan Plan, the SERP, and the SERP any Letter Agreement as of the termination date. Actuarial equivalency for this purpose shall be determined using an interest rate equal to the five-year United States Treasury note yield in effect on the last business day of the month prior to the date of termination of employment as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Plan. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a three-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e) below apply. The amount of the lump sum provided by this Section 3(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive. An example of the calculation of the aggregate lump sum amount provided by this Section 3(d) is attached following the Appendix and is made a part of this Agreement.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension plan, the Retirement Account Plan (the "Retirement Plan"), the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below and any applicable non-qualified pension plan letter agreement (the "Letter Agreement") between the Executive and the Company, which the Executive would receive if his employment continued for a three-year period following termination of employment, assuming that the Executive's compensation during such three-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus Amount, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan Plan, the SERP, and the SERP any Letter Agreement as of the termination date. Actuarial equivalency for this purpose shall be determined using an interest rate equal to the five-year United States Treasury note yield in effect on the last business day of the month prior to the date of termination of employment as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Plan. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a three-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d4(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e4(e) below apply. The amount of the lump sum provided by this Section 3(d4(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i1) the actuarial equivalent of the benefit under the Company's tax-qualified pension plan, the Retirement Account Plan (the "Retirement Plan"), the Supplemental Executive Retirement Plan (the "SERP") discussed SERP provided in Section 7 below which the Executive would receive have received if his employment continued for a three-year period the Relevant Benefits Period (as defined below) following termination of employment, assuming that the Executive's compensation during such three-year period the Relevant Benefits Period would have been equal to the Executive's highest monthly base salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day twelve month period immediately preceding the date notice of termination date, and the Highest Bonus Amount, of employment is given and (ii2) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan and the SERP as of the termination date. Actuarial equivalency for this purpose shall be determined using an interest rate equal to the five-year United States Treasury note yield in effect on the last business day of the month prior to the date of termination of employment as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Plan. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a three-year period following termination of employment the Relevant Benefits Period and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d4(e)(iv) shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e4(e)(v) below apply. The amount of the lump sum provided by this Section 3(d4(e)(iv) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension planRetirement Account Plan, the Retirement Account Plan (SPP "SERP Benefit A" and the "Retirement Plan")special additional pension benefit provided under Section 3 above, the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below which the Executive would receive if his employment continued for a threetwo-year period following termination Termination of employmentEmployment, assuming that the Executive's compensation during such threetwo-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus AmountAmount with all non-qualified pension benefits determined on a fully vested basis and waiving the requirement that Executive have attained age 60, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan Account Plan, the SPP "SERP Benefit A" and the SERP as of the termination datespecial additional pension benefit under Section 3 above. Actuarial equivalency for this purpose shall be determined using an interest rate equal to a 36 consecutive month (or shorter period, as explained in the five-year United States Treasury note yield in effect on next sentence) average, using the rates as of the last business day of each month starting with January 31, 2002 (the month "Month End Rate") of the five year United States Treasury Note yields (the "36 Month Average Rate") in effect ending with the Month End Rate immediately prior to the date of termination of employment Effective Date, as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Account Plan. Prior to January 31, 2005, the 36 Month Average Rate shall mean only the average of the Month End Rates which have occurred since January 31, 2002, even though less than 36. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had 5 the Executive continued in employment for a threetwo-year period following termination Termination of employment Employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d5(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination Termination of employmentEmployment, unless the provisions of Section 3(e5(f) below apply. Notwithstanding the foregoing, in the event of the Executive's voluntary Termination of Employment without Good Reason, as described in Section (c)(iv) of the Appendix to this Agreement, payment shall occur on the first day of the seventh month following the Executive's Termination of Employment, unless the provisions of Section 5(f) below apply. The amount of the lump sum provided by this Section 3(d5(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension planRetirement Account Plan, the Retirement Account Plan (SERP monthly benefit "A" and the "Retirement Plan")special additional pension benefit provided under Section 3 above, the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below which the Executive would receive if his employment continued for a threetwo-year period following termination of employment, assuming that the Executive's compensation during such threetwo-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus AmountAmount with all non-qualified pension benefits determined on a fully vested basis and waiving the requirement that Executive have attained age 60, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan Account Plan, the SERP monthly benefit "A" and the SERP as of the termination datespecial additional pension benefit under Section 3 above. Actuarial equivalency for this purpose shall be determined using an interest rate equal to a 36 consecutive month (or shorter period, as explained in the five-year United States Treasury note yield in effect on next sentence) average, using the rates as of the last business day of each month starting with January 31, 2002 (the month "Month End Rate") of the five year United States Treasury Note yields (the "36 Month Average Rate") in effect ending with the Month End Rate immediately prior to the date of termination of employment Effective Date, as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Account Plan. Prior to January 31, 2005, the 36 Month Average Rate shall mean only the average of the Month End Rates which have occurred since January 31, 2002, even though less than 36. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a threetwo-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d5(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e5(f) below apply. The amount of the lump sum provided by this Section 3(d5(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension planRetirement Account Plan, the Retirement Account Plan (the SERP monthly benefit "Retirement Plan"), the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below A" which the Executive would receive if his her employment continued for a threetwo-year period following termination of employment, assuming that the Executive's compensation during such threetwo-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Target Bonus AmountAmount and waiving the requirement that Executive have attained age 60, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan and Account Plan, the SERP as of the termination datemonthly benefit "A". Actuarial equivalency for this purpose shall be determined using an interest rate equal to a 36 consecutive month (or shorter period, as explained in the five-year United States Treasury note yield in effect on next sentence) average, using the rates as of the last business day of each month starting with January 31, 2002 (the month "Month End Rate") of the five year United States Treasury Note yields (the "36 Month Average Rate") in effect ending with the Month End Rate immediately prior to the date of termination of employment Effective Date, as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Account Plan. Prior to January 31, 2005, the 36 Month Average Rate shall mean only the average of the Month End Rates which have occurred since January 31, 2002, even though less than 36. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account by the Company under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a threetwo-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d5(d) shall be paid by the Company to the Executive within ten business days the next pay period after the Executive's termination of employment, unless the provisions of Section 3(e5(e) below apply. The amount of the lump sum provided by this Section 3(d5(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension planRetirement Account Plan, the Retirement Account Plan (SPP "SERP Benefit A" and the "Retirement Plan")special additional pension benefit provided under Section 3 above, the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below which the Executive would receive if his employment continued for a threetwo-year period following termination Termination of employmentEmployment, assuming that the Executive's compensation during such threetwo-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus Amount, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan Account Plan, the SPP "SERP Benefit A" and the SERP as of the termination datespecial additional pension benefit under Section 3 above. Actuarial equivalency for this purpose shall be determined using an interest rate equal to a 36 consecutive month (or shorter period, as explained in the five-year United States Treasury note yield in effect on next sentence) average, using the rates as of the last business day of each month starting with January 31, 2002 (the month "Month End Rate") of the five year United States Treasury Note yields (the "36 Month Average Rate") in effect ending with the Month End Rate immediately prior to the date of termination of employment Effective Date, as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Account Plan. Prior to January 31, 2004, the 36 Month Average Rate shall mean only the average of the Month End Rates which have occurred since January 31, 2002, even though less than 36. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a threetwo-year period following termination Termination of employment Employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and 5 obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d5(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination Termination of employmentEmployment, unless the provisions of Section 3(e5(f) below apply. Notwithstanding the foregoing, in the event of the Executive's voluntary Termination of Employment without Good Reason, as described in Section (c)(iv) of the Appendix to this Agreement, payment shall occur on the first day of the seventh month following the Executive's Termination of Employment, unless the provisions of Section 5(f) below apply. The amount of the lump sum provided by this Section 3(d5(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension planRetirement Account Plan, the Retirement Account Plan (the SERP monthly benefit "Retirement Plan"), the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below A" which the Executive would receive if his her employment continued for a threetwo-year period following termination of employment, assuming that the Executive's compensation during such threetwo-year period would have 2 been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day -day period immediately preceding the termination date, and the Highest Target Bonus AmountAmount and waiving the requirement that Executive have attained age 60, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan and Account Plan, the SERP as of the termination datemonthly benefit "A". Actuarial equivalency for this purpose shall be determined using an interest rate equal to a 36 consecutive month (or shorter period, as explained in the five-year United States Treasury note yield in effect on next sentence) average, using the rates as of the last business day of each month starting with January 31, 2002 (the month "Month End Rate") of the five year United States Treasury Note yields (the "36 Month Average Rate") in effect ending with the Month End Rate immediately prior to the date of termination of employment Effective Date, as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Account Plan. Prior to January 31, 2005, the 36 Month Average Rate shall mean only the average of the Month End Rates which have occurred since January 31, 2002, even though less than 36. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account by the Company under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a threetwo-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d5(d) shall be paid by the Company to the Executive within ten business days the next pay period after the Executive's termination of employment, unless the provisions of Section 3(e5(e) below apply. The amount of the lump sum provided by this Section 3(d5(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension planRetirement Account Plan, the Retirement Account Plan (SERP monthly benefit "A" and the "Retirement Plan")special additional pension benefit provided under Section 3 above, the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below which the Executive would receive if his employment continued for a three-year period following termination of employment, assuming that the Executive's compensation during such three-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus Amount, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan Account Plan, the SERP monthly benefit "A" and the SERP as of the termination datespecial additional pension benefit under Section 3 above. Actuarial equivalency for this purpose shall be determined using an interest rate equal to a 36 consecutive month (or shorter period, as explained in the five-year United States Treasury note yield in effect on next sentence) average, using the rates as of the last business day of each month starting with January 31, 2002 (the month "Month End Rate") of the five year United States Treasury Note yields (the "36 Month Average Rate") in effect ending with the Month End Rate immediately prior to the date of termination of employment Effective Date, as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Account Plan. Prior to January 31, 2004, the 36 Month Average Rate shall mean only the average of the Month End Rates which have occurred since January 31, 2002, even though less than 36. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a three-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d5(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e5(f) below apply. The amount of the lump sum provided by this Section 3(d5(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension planRetirement Account Plan, the Retirement Account Plan (SPP "SERP Benefit A" and the "Retirement Plan")special additional pension benefit provided under Section 3 above, the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below which the Executive would receive if his employment continued for a three-year period following termination Termination of employmentEmployment, assuming that the Executive's compensation during such three-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus AmountAmount with all non-qualified pension benefits determined on a fully vested basis and waiving the requirement that Executive have attained age 60, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan Account Plan, the SPP "SERP Benefit A" and the SERP as of the termination datespecial additional pension benefit under Section 3 above. Actuarial equivalency for this purpose shall be determined using an interest rate equal to a 36 consecutive month (or shorter period, as explained in the five-year United States Treasury note yield in effect on next sentence) average, using the rates as of the last business day of each month starting with January 31, 2002 (the month "Month End Rate") of the five year United States Treasury Note yields (the "36 Month Average Rate") in effect ending with the Month End Rate immediately prior to the date of termination of employment Effective Date, as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Account Plan. Prior to January 31, 2005, the 36 Month Average Rate shall mean only the average of the Month End Rates which have occurred since January 31, 2002, even though less than 36. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a three-year period following termination Termination of employment Employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d5(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination Termination of employmentEmployment, unless the provisions of Section 3(e5(f) below apply. Notwithstanding the foregoing, in the event 5 of the Executive's voluntary Termination of Employment without Good Reason, as described in Section (c)(iv) of the Appendix to this Agreement, payment shall occur on the first day of the seventh month following the Executive's Termination of Employment, unless the provisions of Section 5(f) below apply. The amount of the lump sum provided by this Section 3(d5(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension planRetirement Account Plan, the Retirement Account Plan (the SPP "Retirement Plan"), the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below SERP Benefit A" which the Executive would receive if his her employment continued for a threetwo-year period following termination Termination of employmentEmployment, assuming that the Executive's compensation during such threetwo-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Target Bonus AmountAmount and waiving the requirement that Executive have attained age 60, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan and Account Plan, the SPP "SERP as of the termination dateBenefit A". Actuarial equivalency for this purpose shall be determined using an interest rate equal to a 36 consecutive month (or shorter period, as explained in the five-year United States Treasury note yield in effect on next sentence) average, using the rates as of the last business day of each month starting with January 31, 2002 (the month "Month End Rate") of the five year United States Treasury Note yields (the "36 Month Average Rate") in effect ending with the Month End Rate immediately prior to the date of termination of employment Effective Date, as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Account Plan. Prior to January 31, 2005, the 36 Month Average Rate shall mean only the average of the Month End Rates which have occurred since January 31, 2002, even though less than 36. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account by the Company under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive 3 continued in employment for a threetwo-year period following termination Termination of employment Employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d5(d) shall be paid by the Company to the Executive within ten business days the next pay period after the Executive's termination Termination of employmentEmployment, unless the provisions of Section 3(e5(e) below apply. Notwithstanding the foregoing, in the event of the Executive's voluntary Termination of Employment without Good Reason, as described in Section (c)(iv) of the Appendix to this Agreement, payment shall occur on the first day of the seventh month following the Executive's Termination of Employment, unless the provisions of Section 5(e) below apply. The amount of the lump sum provided by this Section 3(d5(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension planRetirement Account Plan, the Retirement Account Plan (SERP monthly benefit "A" and the "Retirement Plan")special additional pension benefit provided under Section 3 above, the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below which the Executive would receive if his employment continued for a threetwo-year period following termination of employment, assuming that the Executive's compensation during such threetwo-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus Amount, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan Account Plan, the SERP monthly benefit "A" and the SERP as of the termination datespecial additional pension benefit under Section 3 above. Actuarial equivalency for this purpose shall be determined using an interest rate equal to a 36 consecutive month (or shorter period, as explained in the five-year United States Treasury note yield in effect on next sentence) average, using the rates as of the last business day of each month starting with January 31, 2002 (the month "Month End Rate") of the five year United States Treasury Note yields (the "36 Month Average Rate") in effect ending with the Month End Rate immediately prior to the date of termination of employment Effective Date, as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Account Plan. Prior to January 31, 2004, the 36 Month Average Rate shall mean only the average of the Month End Rates which have occurred since January 31, 2002, even though less than 36. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a threetwo-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d5(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e5(e) below apply. The amount of the lump sum provided by this Section 3(d5(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension plan, the Retirement Account Plan (the "Retirement Plan"), the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below which the Executive would receive if his employment continued for a three-year period following termination of employment, assuming that the Executive's compensation during such three-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus Amount, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan and the SERP as of the termination date. Actuarial equivalency for this purpose shall be determined using an interest rate equal to the five-year United States Treasury note yield in effect on the last business day of the month prior to the date of termination of employment as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Plan. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a three-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e) below apply. The amount of the lump sum provided by this Section 3(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension plan, the Retirement Account Plan (the "Retirement PlanPlans"), ) and the Supplemental Executive Retirement Plan (the "SERP") discussed described in Section 7 below which the Executive would receive if his employment continued for a three-year period following termination of employment, assuming that the Executive's compensation during such three-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus Amount, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan and the SERP as of the termination date. Actuarial equivalency for this purpose shall be determined using an interest rate equal to the five-year United States Treasury note yield in effect on the last business day of the month prior to the date of termination of employment Effective Date as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Plan. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a three-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e) below apply. The amount of the lump sum provided by this Section 3(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive. An example of the calculation of the aggregate lump sum amount provided by this Section 3(d) is attached following the Appendix and is made a part of this Agreement.

Special Retirement Plans Lump Sum. The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Company's tax-qualified pension plan, the Retirement Account Plan (the "Retirement Plan"), the Supplemental Executive Retirement Plan (the "SERP") discussed in Section 7 below and any applicable non-qualified pension plan letter agreement (the "Letter Agreement") between the Executive and the Company, which the Executive would receive if his employment continued for a three-year period following termination of employment, assuming that the Executive's compensation during such three-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Highest Bonus Amount, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan Plan, the SERP, and the SERP any Letter Agreement as of the termination date. Actuarial equivalency for this purpose shall be determined using an interest rate equal to the five-year United States Treasury note yield in effect on the last business day of the month prior to the date of termination of employment as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Plan. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a three-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 3(d) shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e) below apply. The amount of the lump sum provided by this Section 3(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive. An example of the calculation of the aggregate lump sum amount provided by this Section 3(d) is attached following the Appendix and is made a part of this Agreement.