EXHIBIT 10(r)
ALUMINUM COMPANY OF AMERICA
DEFERRED FEE ESTATE ENHANCEMENT
PLAN FOR DIRECTORS
Article I
INTRODUCTION
Aluminum Company of America (the "Company") is establishing
this Deferred Fee Estate Enhancement Plan for Directors (the
"Plan") to provide Directors (as hereinafter defined) with an
alternative to the Aluminum Company of America Deferred Fee Plan
for Directors whereby an estate enhancement option is provided.
Accordingly, participants' account balances in the Aluminum
Company of America Deferred Fee Plan for Directors will be
transferred to this Plan.
Article II
DEFINITIONS
2.1 Definitions. As used herein the following words and
phrases shall have the meaning assigned to them, unless the
context clearly indicates otherwise:
"Alcoa Stock Option" means the Investment Option established
hereunder with reference to the Alcoa Stock fund under the
Savings Plan.
"Alternative Death Benefit" means a Company-paid death
benefit paid by the Company to the Participant's Death Benefit
Beneficiary pursuant to an Alternative Death Benefit Election
under Section 5.5.
"Alternative Death Benefit Amount" means, with respect to a
Participant, an amount that, after subtracting any Company
federal, state, and local income tax savings resulting from the
deductibility of the payment for corporate tax purposes, is
equal to the Participant's Coverage Amount; provided, that for
purposes of this definition, the Participant's Coverage Amount
shall be the amount that would be payable to the Death Benefit
Beneficiary of the Participant under Section 5.4 if there was no
Alternative Death Benefit Election. The Alternative Death
Benefit Amount shall be determined at the time the payment is to
be made, based on the Company's federal, state and local income
tax rate (calculated at the marginal tax rate then applicable to
the Company, but net of any federal deduction for state and local
taxes) at the time of the payment, and shall be determined by the
Plan Administrator or its designee.
"Alternative Death Benefit Election" means an election made
by the Participant pursuant to Section 5.5.
"Assignee" means that person or entity designated as such in
a Participant's Assignment of Rights Agreement, or the person(s)
or entity to which the Participant assigns his or her interest
under this Plan.
"Board of Directors" means the Board of Directors of the
Company.
"Committee" means the Inside Director Committee of the
Board.
"Company" means Aluminum Company of America.
"Company Death Benefit" means the portion of the Policy's
death benefit payable to the Company as provided in Section 5.4.
"Credited Amount" means the portion of the Participant's
Elected Amount for which the Company has paid a Premium in
accordance with the provisions of Section 5.2(a) as of the time
the determination is made.
"Credits" means amounts credited to a Participant's Deferred
Fee Account, with all Investment Option units valued by reference
to the comparable fund offered under the Company's principal
savings plan for salaried employees ("Savings Plan").
"Death Benefit Beneficiary" means the person or persons
designated in writing on the Death Benefit Agreement Beneficiary
Designation Form in accordance with the provisions of Article V
of the Plan.
"Deferred Fee Account Beneficiary" means the person or
persons designated in writing by a Participant, in accordance
with Article IV of this Plan, to receive benefits in the event of
the Participant's death.
"Deferred Fee Account" means a bookkeeping account
established by the Company in the name of a Director for Fees
deferred hereunder and Interest accrued thereon.
"Director" means a member of the Board of Directors. Any
Director who is a director or chairman of the board of directors
of a subsidiary or affiliate of the Company shall not, by virtue
thereof, be deemed to be an employee of the Company or such
subsidiary or affiliate for purposes of eligibility under this
Plan.
"Effective Date" means July 10, 1998.
"Elected Amount" means the total amount of the Participant's
Plan account balance and future Deferred Fee Plan awards
identified by the Participant in the Participant's Election.
"Election" means the Participant's Estate Enhancement Option
Election made pursuant to the provisions of the Plan.
"Estate Enhancement Option Election" means an election made
by a Participant pursuant to the terms of Article V of the Plan.
"Face Value Beneficiary" means the person or persons
designated in writing on the Insurance Agreement for ADEEP Plan
form in accordance with the provisions of Article V of the Plan.
"Frozen Deferred Fee Account Beneficiary" means the person
or persons designated in writing on the Frozen Deferred
Compensation/Fee Beneficiary Designation Form in accordance with
the provisions of Article V of the Plan.
"Fees" means all amounts payable to a Director for services
rendered as a Director and which are specifically designated as
fees, including, but not limited to, annual or quarterly retainer
fees, fees (if any) paid for attending meetings of the Board of
Directors or any committee thereof and any per diem fees.
"Interest" means the amount of interest credited to a
Director's Deferred Fee Account pursuant to Section 3.5.
"Insurer" means, with respect to a Participant's Policy, the
insurance company issuing the Policy on the Participant's life
(or on the lives of the Participant and the Participant's spouse,
in the case of a Survivorship Policy) pursuant to the provisions
of the Plan.
"Investment Option" means the respective options established
hereunder with reference to the comparable funds under the
Savings Plan, except as otherwise determined by the Committee for
any fund added to the Savings Plan after January 1, 1993
"Participant's Coverage Amount" means the portion of the
Policy's death benefit payable to the Death Benefit Beneficiary
of the Participant as provided in Section 5.4(b).
"Participant" means a Director who has elected to
participate in the Plan, and who are eligible to participate in
the Aluminum Company of America Deferred Fee Plan for Directors.
"Plan" means the Aluminum Company of America Deferred Fee
Estate Enhancement Plan for Directors, adopted by the Company as
described herein or as from time to time hereafter amended.
"Plan Administrator" means the Committee, or the
Committee's designee.
"Policy" means the life insurance coverage acquired on the
life of the Participant (or on the lives of the Participant and
the Participant's spouse, in the case of a Survivorship Policy)
by the Company.
"Policy Owner" means the Company.
"Premium" means, with respect to a Policy on the life of a
Participant (or the lives of a Participant and a Participant's
spouse, if the Policy is a Survivorship Policy), the amount the
Company is obligated, pursuant to the terms of this Plan, to pay
to the Insurer with respect to such Policy.
"Secretary" means the Secretary of the Company.
"Survivorship Policy" means a Policy insuring the lives of
the Participant and a Participant's spouse, with the death
benefit payable at the death of the last survivor of the
Participant and his or her spouse.
"Unforeseeable Emergency" means a severe financial hardship
resulting from extraordinary and unforeseeable circumstances
arising as a result of one or more recent events beyond the
control of the Participant, which cannot be eliminated by other
reasonably available resources of the Participant.
"Zero Investment Account" means the vehicle which is deemed
to hold amounts related to Participants' Estate Enhancement
Option Elections.
Article III
DEFERRAL OF COMPENSATION
3.1 Amount of Deferral. A Director may elect to defer
receipt of all Fees, or of all Fees of one or more types, or a
specified portion (in 10% increments) of either of the foregoing,
otherwise payable to him or her.
3.2 Manner of Electing Deferral. A Director may elect, or
modify a prior election, to defer the receipt of all or certain
Fees by giving written notice to the Secretary on a form provided
by the Company. Such notice shall include:
(a) the type(s) of Fees to be deferred,
(b) an election of a lump sum or of the number of annual or
quarterly installments, not to exceed 15 annual or 60
quarterly installments, for the payment of the deferred
Fees, and
(c) the date of the first such payment, which shall not be
later than the first day of the first calendar quarter
subsequent to the Participant's attainment of age 70
(or such other age as may supersede the age referred to
in Section 403 (f)(1)(B) of Title 42 United States Code
as in effect in July 1984) in which the Participant
shall not be serving as a Director.
3.3 Time of Election of Deferral; Revocation. An election
to defer Fees shall be made prior to the beginning of the
calendar quarter in which the Fees will be earned; provided,
however, that an election made within 30 days after a person
first becomes a Director shall be effective for Fees earned after
such election is made. An election shall continue in effect
until the end of the Participant's service as a Director or until
the Secretary is notified in writing of a cancellation or
modification of the election pursuant to this Section 3.3,
whichever shall occur first; provided, however, that unless and
then only to the extent that the Committee, in its sole
discretion, determines that an Unforeseeable Emergency exists,
the election deferring receipt of payment may not be canceled or
modified except with regard to Fees to be earned in the
quarter(s) beginning after the date the election is so canceled
or modified.
3.4 Deferred Fee Account. There shall be established for
each Participant a Deferred Fee Account. A Participant's
deferred Fees, or Credits, shall be credited to his or her
Deferred Fee Account on the date such deferred Fees would have
been payable to such Participant but for an election to defer
receipt thereof; provided, however, that Fees which are otherwise
payable in the first month of a calendar quarter shall be
credited to a Participant's Deferred Fee Account as of the first
day of the quarter. All Elections under Article V will be
credited to the Zero Investment Account.
3.5 Interest. Deferred Fee Accounts will earn interest
during each calendar quarter at a rate equal to one-fourth of the
per annum yield on 90-day U.S. Treasury Bills as of the first
business day of the quarter as reported by Solomon Brothers Inc.
in "An Analytic Record of Yields and Yield Spreads" or a similar
source. Interest will be credited to Deferred Fee Accounts as of
the last day of each calendar quarter and will be based upon the
amount credited to a Participant's Deferred Fee Account on the
first day of the calendar quarter, less any distributions payable
to a Participant on or about the first day of the quarter. Zero
Investment Accounts earn no Interest.
3.6 Deferring Fees. A Participant shall designate the
portion of his or her deferred Fees to be invested in one or more
of the Investment Options. For each calendar year, all Fees
deferred by a Participant shall be invested in the Alcoa Stock
Option until one-half of the amount of the annual retainer fee to
which such Participant is entitled for such year has been so
invested. Thereafter, designations of other Investment Options
by a Participant may be made or shall be given effect. A
Participant's deferred Fees shall be credited to the designated
Investment Option(s) at the end of the month in which such
deferred Fees would have been payable to such Participant but for
an election to defer receipt of those Fees, except that the
retainer fees shall be credited as of the first day of January,
April, July and October of the year in which they are earned.
Such Fees shall be credited to a Participant's Deferred Fee
Account as Credits for "units" in the Participant's Deferred Fee
Account. As of any specified date the value per unit shall be
deemed to be the value determined for the comparable fund under
the Savings Plan.
3.7 Transfers. A Participant may elect to designate a
different Investment Option for all or any portion of the Credits
for units in the various Investment Options in his or her
Deferred Fee Account, except that Credits for units in the Alcoa
Stock Option may not be transferred to any other Investment
Option. A written election for transfer on a form provided by
the Company must be received by the Secretary prior to 4:00 p.m.
Eastern Time the business day when it is to become effective.
Such election shall be subject to reasonable administrative
minimums, and any restrictions recommended by counsel to assure
that the Alcoa Stock Option does not become subject to Section 16
of the Securities Exchange Act of 1934 and/or to assure
compliance with the provisions thereof.
3.8 Method of Payment.
(a) All payments with respect to a Participant's
Deferred Fee Account shall be made in cash, and no
Participant shall have the right to demand payment in
shares of Company stock or in any other medium.
(b) Payments shall be made in a lump sum or, at the
election of the Participant, in annual or quarterly
installments. The date of the first such payment
shall not be later than the first day of the first
calendar quarter subsequent to the Participant's
attainment of age 70 in which the Participant shall
not be serving as a Director.
(c) An election to receive installment payments in
lieu of a lump sum must be made at least one year
before the Participant's service as a Director
terminates.
3.9 Designation of Deferred Fee Account Beneficiary. Each
Participant may designate from time to time any person or
persons, natural or otherwise, as his Deferred Fee Account
Beneficiary to whom the amounts credited to his or her Deferred
Fee Account are to be paid if he or she dies before all such
amounts have been paid to the Participant. Each Deferred Fee
Account Beneficiary designation shall be made on a form
prescribed by the Company and shall be effective only when filed
with the Secretary during the Participant's lifetime. Each
Deferred Fee Account Beneficiary designation filed with the
Secretary shall revoke all Deferred Fee Account Beneficiary
designations previously made. The revocation of a Deferred Fee
Account Beneficiary designation shall not require the consent of
any Deferred Fee Account Beneficiary. In the absence of an
effective Deferred Fee Account Beneficiary designation or if
payment can be made to no Deferred Fee Account Beneficiary,
payment shall be made to the Participant's estate.
Notwithstanding the foregoing, any amount in the Zero
Investment Account will be payable under the provisions of
Article V.
Article IV
WITHDRAWALS
4.1 Payment of DeferredFees. No payment may be made from a
Director's Deferred Fee Account except as provided in this
Article, unless and then only to the extent that an Unforeseeable
Emergency exists as determined by the Committee in its sole
discretion. In the latter case the Committee shall determine
when and to what extent Credits in a Participant's Deferred Fee
Account may be paid to such Participant prior to or after
termination as a Director.
4.2 Payment Upon Termination as Director. The value of a
Participant's Deferred Fee Account shall be payable in cash in a
lump sum on or about the first day of the calendar quarter
succeeding the quarter in which the Participant terminates his or
her service as a Director, or, if elected in advance under
Section 3.8 hereof, in a lump sum or annual or quarterly
installments beginning as specified in the election. If
installments are elected, the amount of each payment shall be a
fraction of the value of the Participant's Deferred Fee Account
on the last day of the calendar quarter preceding payment, the
numerator of which is one and the denominator of which is the
total number of installments elected minus the number of
installments previously paid. Such installment payments shall be
made on or about the first day of each succeeding year or
quarterly period until said Account is exhausted, except as
provided in Section 4.1 or Section 4.3.
4.3 Payment Upon Participant's Death. If a Participant
dies with any amount credited to his or her Deferred Fee Account,
the value of said Account (including Interest for the quarter in
which death shall occur) shall be paid in a single payment(s) to
the Deferred Fee Account Beneficiary or estate, as the case may
be, on or about the first day of the calendar quarter next
following the date of death or such later date as shall be
selected by the Participant with the consent of the Committee.
4.4 Payment of Zero Investment Account. Notwithstanding
the foregoing, amounts in the Zero Investment Account will be
administered in accordance with the provisions of Article VI.
Article V
ESTATE ENHANCEMENT OPTION
5.1. Estate Enhancement Option Election.
(a) A Plan Participant may make an Estate Enhancement
Option Election with regard to all or a portion of the value of
his or her account at the time of such election. The Participant
must make an Election using a form provided by the Company, the
terms of which are hereby incorporated by reference in the Plan.
(b) The Company shall pay life insurance premiums on a
Policy on the life of the Participant, or the lives of the
Participant and the Participant's spouse if so elected by the
Participant. The premiums of the Policy will be equal in amount
to the amount subject to the Participant's Election.
(c) As of the time of the Participant's Election, the value
of the portion of the Participant's account subject to such
election will be transferred to the Zero Investment Account and
there will be no further Interest with respect to such amounts.
(d) Any amounts in a Participant's account which are
subject to the Election will be paid in a single sum to the
Frozen Deferred Fee Account Beneficiary designated by the
Participant, with the payment to be made by the Company as soon
as administratively practical following the death of the
Participant (or after the death of the last survivor of the
Participant and the Participant's spouse, if the insurance policy
is a survivorship policy insuring the Participant and the
Participant's spouse). The Frozen Deferred Fee Account
Beneficiary for amounts subject to an Election will be separately
designated on a form provided by the Company, and may be changed
by the Participant in accordance with procedures established by
the Company.
(e) The Participant may designate a trust or other entity
or individual(s) to own the Participant's rights under the Plan,
or assign any such rights to a trust or other entity or
individual(s).
(f) If the Insurer cancels the Participant's Policy
pursuant to Policy provisions related to suicide of the
Participant (or Participant's spouse if the Policy insures both
the Participant and the Participant's spouse) or material
misstatement of information, then the Participant's Election will
be null and void as of the time the Policy is canceled. In this
event, the Company will recover an amount equivalent to the
cumulative amount of Premiums paid from amounts subject to the
Election held in the Zero Investment Account but which have not
yet been used to pay Premiums.
(g) Except as may be otherwise provided in a Participant's
Death Benefit Agreement, an Election will be irrevocable.
5.2 Payments of Premiums.
(a) Company Payments. Within thirty (30) days of the
issue of the Participant's Policy, the Company shall pay a
Premium equal to the amount of the Participant's Plan account
balance subject to the Participant's Election.
(b) Participant Payments. Except as otherwise provided
in this Plan, a Participant shall not be required to pay any
portion of the Premium due on the Policy.
5.3 Policy Ownership.
(a) Ownership. The Company shall be the owner of the
Policy and shall be entitled to exercise the rights of ownership,
except that the following rights shall be exercisable by the
Participant: (i) the right to designate the Death Benefit
Beneficiary to receive payment of that portion of the death
benefit under such Policy equal to the Participant's Coverage
Amount unless there is an Alternative Death Benefit Election in
effect; (ii) the right to reduce the face amount of the Policy
pursuant to the provisions of Section 5.6; and (iii) the right to
assign any part or all of the Participant's rights under the
Policy to any person, entity or trust. The Company shall not
borrow from, hypothecate, or withdraw cash value from, surrender
in whole or in part, cancel, or in any other manner encumber the
Policy without the prior written consent of the Participant.
Notwithstanding any other provision of the Plan, both the
Participant and the company have separate and full right to
reduce the Policy face amount pursuant to Section 8.6.
(b) Possession of Policy. The Company shall keep
possession of the Policy. The Company agrees to make the Policy
available to the Participant or to the Insurer at such times, and
on such terms as the Company determines for the sole purpose of
endorsing or filing any change of Death Benefit Beneficiary or
Face Value Beneficiary, or assignment on the Policy.
(c) Investment of Policy Cash Values. If the Policy
provides the Policy Owner with a choice of investment funds for
the Policy cash values, the Company shall invest the cash values
in the funds selected by and in the proportions specified by the
Participant, unless otherwise specified in this Plan. The
Company agrees to submit an investment election to the Insurer
within thirty (30) days after a written investment request by the
Participant or other person or entity designated in the Plan.
5.4. Death Benefit. Upon the death of the Participant or
last survivor of the Participant and the Participant's spouse,
the death benefit under the Policy shall be divided as follows:
(a) The Company shall be entitled to receive as the Company
Death Benefit an amount equal to the greater of: (i) the Policy
cash accumulation value immediately prior to the death of the
Participant or survivor of the Participant and the Participant's
spouse, and before any surrender charges; or (ii) 200 percent of
the cumulative Premiums paid, plus any extraordinary costs
incurred, by the Company under the Policy. If the Policy
provides for a death benefit equal to the sum of the face amount
of the Policy and any cash account or accumulation value, any
Company Death Benefit should first be paid from the cash account
or accumulation value portion of the death benefit.
(b) The Death Benefit Beneficiary of the Participant shall
be entitled to receive the Participant's Coverage Amount, which
shall consist of the excess, if any, of the Policy's death
benefit over the Company Death Benefit less any unforeseen
extraordinary expenses incurred by the Company under this Plan if
not recoverable under any other agreement. These unforeseen
expenses may include taxes or extraordinary administrative
expenses as determined by the Company.
The Company agrees to execute an endorsement to the Policy
issued to it by the Insurer providing for the division of the
Policy death benefit in accordance with the provisions of this
Section.
Notwithstanding the provisions of this Section, if the
Policy death benefit becomes payable while there is an
Alternative Death Benefit Election in effect pursuant to Section
5.5, then the entire Policy death benefit shall be paid to the
Company.
5.5. Alternative Death Benefit Election. Subject to the
discretion of the Plan Administrator, the Assignee may elect an
Alternative Death Benefit in lieu of the insurance benefit
provided under this Plan. Any such election shall be filed with
the Plan Administrator in such form as may be prescribed by the
Plan Administrator. The Alternative Death Benefit shall be paid
by the Company from the general funds of the Company, and will
not constitute an insurance benefit. It will be paid by the
Company to the Participant's Death Benefit Beneficiary at the
time the Participant's insurance death benefit would have been
paid (at the Participant's death for single life coverage, or at
the death of the survivor of the Participant and the
Participant's spouse if the Policy is a Survivorship Policy).
The amount of the payment shall be equal to the Alternative Death
Benefit Amount. As long as an Alternative Death Benefit Election
is in effect, the Death Benefit Beneficiary of the Participant
shall receive only the Alternative Death Benefit, and shall not
be entitled to receive any portion of any death benefits that
would become payable under the Participant's Policy, and the
Participant shall cooperate with the Company in effecting a
change of Death Benefit Beneficiary of the Participant's Policy
to achieve such result. An Alternative Death Benefit Election
(or an election to revoke such an election) shall be effective
when any necessary documentation is submitted to and accepted by
the Insurer. The Company will promptly submit any required forms
or documents to the Insurer when an Alternative Death Benefit
Election is made or revoked.
5.6. Election to Reduce Policy Face Amount. The Participant
or the Company may elect to reduce the Policy face amount, except
that the Policy face amount shall not be reduced to an amount
less than the Company Death Benefit. Within sixty (60) days of
receipt of a written request from the Participant, the Company
shall complete and submit the necessary forms to the Insurer to
reduce the Policy face amount in accordance with the
Participant's request. Within sixty (60) days of receipt of a
written request from the Company, the Participant shall cooperate
to complete any necessary forms in accordance with the Company's
request.
5.7. Termination as a Director. Upon a Termination as a
Director:
(a) The Company's obligation to pay further Premiums for
the Participant's Policy will terminate, except that the Company
will be obligated to pay any Premium it is obligated to pay under
Section 5.2(a) with respect to any amounts credited to the
Participant's Plan account prior to the Participant's ceasing to
be a Director for which a Premium has not yet been paid.
(b) The Policy face amount will be reduced by an amount
determined by multiplying the initial Policy face amount by a
fraction, the numerator of which will be equal to the Credited
Amount (including any Premium payable under Section 5.7(a) and
the denominator of which will be equal to the Election Amount.
Provided, however, that the face amount reduction determined
pursuant to the preceding sentence will be reduced by the amount
of any face amount reduction already applied pursuant to Section
5.6.
(c) Within thirty (30) days after the Participant ceases to
be a Director, the Participant may make a Policy premium payment
to the Insurer. If such a premium is paid, the amount will be
considered a Credited Amount for the purpose of Section 5.7(b).
5.8. Taxes. All participants remain liable for any taxes
which are or will be applicable to the amounts payable under this
contract including (but not limited to) social security taxes,
federal income taxes and state and local income taxes. In
addition, if the Internal Revenue should determine that amounts
payable are includable at any point prior to payment, the
participants remain solely liable for such taxes and any
penalties associated with such taxes. If the participants
transfer any right in this benefit, the participants shall be
solely liable for determining the value of the amounts subject to
gift tax and the resulting amount of gift tax, if applicable.
5.9. Company Default.
(a) Company Default. A Company Default shall be
deemed to have occurred with respect to the Policy if the Company
fails to pay a Premium on the Policy as required under the terms
of the Plan within sixty (60) days after the due date for such
Premium, or if the Company processes or attempts to process a
policy loan, or a complete or partial surrender, or a cash value
withdrawal without the prior written approval from the
Participant.
(b) Rights Upon Company Default. In the event of a Company
Default as described in Section 5.9(a), the Participant will have
the right to require the Company to cure the Company Default by
notifying the Company in writing within sixty (60) days after the
Company Default occurs, or if later, within thirty (30) days
after the Participant becomes aware of the Company Default. If
the Company fails to cure the Company Default within sixty (60)
days after being notified by the Participant of the Company
Default, the Participant will have the right to require the
Company to transfer its interest in the Participant's Policy to
the Participant. The Participant may exercise the right by
notifying the Company, in writing within sixty (60) days after
the Company Default occurs. Upon receipt of such notice, the
Company will immediately transfer its rights in the Policy to the
Participant and the Company will thereafter have no rights with
respect to such Policy. A Participant's failure to exercise its
rights under this Section shall not be deemed to release the
Company from any of its obligations under this Plan, and will not
preclude the Participant from seeking other remedies with respect
to the Company Default. Also, a Participant's failure to
exercise its rights under this Section will not preclude the
Participant from exercising such rights upon a later Company
Default.
(c) Notices. All notices hereunder will be in writing and
sent by first class mail with postage prepaid. Any notice to the
Company shall be addressed to the attention of the Plan
Administrator at the principal office of the Company at Alcoa
Corporate Center, 201 Isabella Street, Pittsburgh, PA l5212-5858.
Any notice to the Participant will be addressed to the
Participant at the address on file with the Company. Any party
may change its address by giving written notice of such change to
the other party pursuant to this Section.
Article VI
MISCELLANEOUS
6.1 Participant's Rights Unsecured. The right of any
Participant to receive payments from his or her Deferred Fee
Account shall be a claim against the general assets of the
Company as an unsecured general creditor. The Company may, in
its absolute discretion, establish one or more trusts or reserves
which may be funded by reference to amounts of Credits standing
in Participants' Deferred Fee Accounts hereunder or otherwise.
6.2 Non-assignability. The right of any Participant or
Deferred Fee Account Beneficiary to the payment of Credits in a
Deferred Fee Account shall not be assigned, transferred, pledged
or encumbered and shall not be subject in any manner to
alienation or anticipation. The foregoing does not prevent the
assignment of any separate right under the Estate Enhancement
Option Election.
6.3 Administration and Interpretation. The Plan shall be
administered by the Committee which shall have authority to
adopt rules and regulations for carrying out the Plan and to
interpret, construe and implement its provisions. In the
administration of this Plan, the Plan Administrator from time to
time may employ agents and delegate to them or to others such
administrative duties as it sees fit. The Plan Administrator
from time to time may consult with counsel, who may be counsel to
the Company. All costs and expenses incurred in administering
the Plan, including the expenses of the Plan Administrator, the
fees and expenses of the Trustee, the fees and charges payable
under the investment arrangements, and other legal and
administrative expenses, shall be paid by the Plan.
The Company will indemnify and hold harmless the Plan
Administrator and any employees of the Company to whom
administrative duties are delegated, against any and all claims,
loss, damage, expense or liability arising from any action or
failure to act with respect to this Plan, except in the case of
gross negligence or willful misconduct by the Plan Administrator.
6.4 Business Days. If any date specified herein falls on a
Saturday, Sunday or legal holiday, such date shall be deemed to
refer to the next business day thereafter.
6.5 Amendment and Termination. The Plan may be amended,
modified or terminated at any time by the Board of Directors. No
amendment, modification or termination shall, without the consent
of a Participant, adversely affect such Participant's rights with
respect to amounts theretofore credited to his or her Deferred
Fee Account or earlier effect the payment of Fees already
deferred.
6.6 Notices. All notices to the Company under the Plan
shall be in writing and shall be given to the Secretary or to an
agent or other person designated by the Secretary.
6.7 Governing Law. This Plan shall be construed in
accordance with and governed by the laws of the Commonwealth of
Pennsylvania, excluding any choice of law provisions which may
indicate the application of the laws of another jurisdiction.