EXHIBIT 10.4
DOW JONES & COMPANY, INC.
SUPPLEMENTARY BENEFIT PLAN
As Amended and Restated Effective
January 1, 2000
Preamble
Dow Jones & Company, Inc. amended and restated this Supplementary
Benefit Plan effective as of January 1, 2000 to provide as deferred
compensation on an unfunded basis to a select group of management or
highly compensated employees those retirement benefits which would
have become payable under the Dow Jones 401(k) Savings Plan and the
Dow Jones Money Purchase Retirement Plan but for the limitations
directly or indirectly imposed by the Code on the contributions which
could have been provided under such plans with respect to such
employees, and to provide for various elections with respect to the
supplementary benefits to be provided to such employees under this
Supplementary Benefit Plan.
1. Definitions
As used herein, the following terms shall have the following meanings:
1.1 "Additional Compensation" means the amount of a
Participant's annual Compensation in excess of the Compensation Limit.
1.2 "Annual Supplementary Benefit" means the aggregate amount or
any part of the Supplementary Money Purchase Plan Credit, the Supplementary
401(k) Savings Plan Credit, the Elective Deferred Amount and the
Supplementary Elective Deferred Amount Matching Credit credited to a
Participant's account with respect to any year.
1.3 "Beneficiary" means the person or persons designated as such
by a Participant pursuant to Section 10(b) hereof to receive any amounts
payable under this Supplementary Benefit Plan with respect to such
Participant following the Participant's death or, if applicable, the
default Beneficiary determined pursuant to Section 10(c).
1.4 "Board of Directors" means the Board of Directors of Dow
Jones & Company, Inc.
1.5 "Cash Election" means the Cash Election made by a
Participant pursuant to Section 5.
1.6 "Cash Election Account" means the balance credited to a
Participant's account under the Supplementary Benefit Plan at any time and
with respect to which a Cash Election has been made, as determined in the
manner described in Section 6(a).
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1.7 "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
1.8 "Committee" means a committee composed of the Executive Vice
President and General Counsel, the Vice President for Employee Relations,
and the Treasurer of Dow Jones & Company, Inc., or any delegate or
delegates authorized by the Committee to take action on its behalf.
1.9 "Common Stock" means common stock of Dow Jones & Company,
Inc.
1.10 "Company" means Dow Jones & Company, Inc. or any other
company, or division or department of a company, having Employees to whom
the benefits of the Supplementary Benefit Plan, or any successor entities
of such a company.
1.11 "Compensation" means a Participant's "Compensation" for a
year as defined under the 401(k) Savings Plan and the Money Purchase Plan.
1.12 "Compensation Limit" has the meaning set forth in the
401(k) Savings Plan and the Money Purchase Plan. The Compensation Limit
for 2000 is $170,000.
1.13 "Deferral Election" means the written notice (or in such
electronic form as designated by the Committee) by which a Participant
elects to defer a portion of his or her Additional Compensation, pursuant
to Section 4(c).
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1.14 "Dividend Equivalents" means amounts credited to a
Participant's account in lieu of dividends on outstanding Common Stock,
pursuant to Section 6(b)(ii).
1.15 "Elective Deferred Amount" means the amount of a
Participant's Additional Compensation, initially not to exceed two percent
(2%) thereof, that the Participant irrevocably elects to defer and to have
credited to the Participant's account under the Supplementary Benefit Plan
with respect to any year, pursuant to Section 4(c).
1.16 "Employee" means any person employed by a Company (but
only while the Company is, or was, a Company, unless otherwise provided in
this Supplementary Benefit Plan), including a Participant. Employee shall
be deemed to include any United States citizen employed by a foreign
subsidiary or affiliate of a Company. Employee shall also include an
individual who would be an Employee but who is on a Leave of Absence (as
defined in the 401(k) Savings Plan and the Money Purchase Plan).
Employeeshall not include, however, any director of a Company not otherwise
employed as an Employee.
1.17 "401(k) Savings Plan" means the Dow Jones 401(k) Savings
Plan, which was amended and restated effective as of January 1, 2000.
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1.18 "Money Purchase Plan" means the Dow Jones Money Purchase
Retirement Plan which became effective as of January 1, 2000.
1.19 "Notice of Election" means the written notice (or in such
electronic form as designated by the Committee) by which a Participant
makes the Cash Election or the Stock Election pursuant to Section 5.
1.20 "Participant" means each Employee of the Company selected
to participate in the Supplementary Benefit Plan pursuant to Section 3
(collectively, the "Participants").
1.21 "Stock Election" means the Stock Election made by a
Participant pursuant to Section 5.
1.22 "Stock Equivalents" means units equivalent in value to
shares of Dow Jones Common Stock calculated pursuant to Section 5 and
credited to a Participant's account pursuant to a Stock Election.
1.23 "Supplementary 401(k) Savings Plan Credit" means the
amount, initially equal to three percent (3%) of a Participant's Additional
Compensation, that the Company credits to the Participant's account under
the Supplementary Benefit Plan with respect to any year, corresponding in
percentage to the "Company Fixed Contribution" to the Participant's 401(k)
Savings Plan account with respect to the Participant's Compensation not in
excess of the Compensation Limit for such year.
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1.24 "Supplementary Money Purchase Plan Credit" means the
amount, initially equal to twelve and seven-tenths percent (12.7%) of a
Participant's Additional Compensation, that the Company credits to the
Participant's account under the Supplementary Benefit Plan with respect to
any year, corresponding in percentage to the "Company Contribution" to the
Participant's Money Purchase Plan account with respect to the Participant's
Compensation not in excess of the Compensation Limit for such year.
1.25 "Supplementary Elective Deferred Amount Matching Credit"
means the amount, initially not to exceed two percent (2%) of a
Participant's Additional Compensation, that the Company credits to the
Participant's account under the Supplementary Benefit Plan with respect to
any year, to match the Participant's Elective Deferred Amount for such
year.
1.26 "Supplementary Benefit Plan" means this Supplementary
Benefit Plan as it may be amended from time to time.
1.27 Words and phrases defined in the 401(k) Savings Plan and
the Money Purchase Plan shall have the same meanings when used herein
unless expressly provided to the contrary herein.
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2. Effective Date
The effective date of the Supplementary Benefit Plan as amended and
restated is January 1, 2000.
3. Participation
Participation in the Supplementary Benefit Plan shall be limited to
each Employee of the Company (i) who is included in the select group of
management or highly compensated employees designated as Participants
hereunder by the Committee, (ii) who is in salary grade 13 or higher, and
(iii) either (x) with respect to whom allocations of contributions under
the 401(k) Savings Plan and/or the Money Purchase Plan are reduced as a
result of the Compensation Limit; provided, however, that a Participant who
is not eligible to be credited with a "Company Contribution" under the
Money Purchase Plan shall not have a Supplementary Money Purchase Plan
Credit credited to his Supplementary Benefit Plan account, or (y) who is
individually selected for participation notwithstanding his or her
ineligibility for participation in the 401(k) Savings Plan or the Money
Purchase Plan.
4. Determination of Annual Supplementary Benefit Amount
(a) Supplementary 401(k) Savings Plan Credit.
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The Company's Supplementary 401(k) Savings Plan Credit shall be
credited to a Participant's account under the Supplementary Benefit Plan
with respect to each pay period during the year in which the Participant
has received Additional Compensation for such year.
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(b) Supplementary Money Purchase Plan Credit.
The Company's Supplementary Money Purchase Plan Credit with respect to any
year shall be credited to the Participant's account under the Supplementary
Benefit Plan early in the following calendar year after the Participant's
total annual Compensation has been determined for the year with respect to
which the credit is being made. The following Participants shall be
eligible to be credited with the Supplementary Money Purchase Plan Credit
for a year: (i) Participants who are Employees on December 31 of such year;
and (ii) Participants who terminated employment after January 31 of the
year (x) on account of death or Disability(as defined in the 401(k) Savings
Plan and the Money Purchase Plan) or (y) after completing 10 Years of
Participation (as defined in the Money Purchase Plan).
(c) Elective Deferred Amount and Supplementary Elective
Deferred Amount Matching Credit.
By filing a written Deferral Election (or in such electronic form as
designated by the Committee) with the Company at any time prior to the
December 31 preceding the commencement of any year or such earlier date as
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the Committee shall determine with respect to any year, any Participant may
elect irrevocably to defer the receipt of a percentage, initially not to
exceed two percent (2%), of the Participant's Additional Compensation for
such year and to have the Elective Deferred Amount credited to the
Participant's account under the Supplementary Benefit Plan. Each
Participant's Elective Deferred Amount together with the Company's
Supplementary Elective Deferred Amount Matching Credit attributable thereto
shall be credited to the Participant's account under the Supplementary
Benefit Plan with respect to each pay period during the year in which the
Participant has received Additional Compensation for such year. With
respect to the first year in which a Participant becomes eligible to
participate in this Supplementary Benefit Plan (and, in addition, the
second such year if, as of the date the Participant first receives notice
of such eligibility, the period ending on December 31 preceding the
commencement of any year shall have passed with respect to such year), the
Deferral Election shall be made within 30 days after the date the
Participant first receives notice that the Participant is eligible to
participate in this Supplementary Benefit Plan.
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5. Election with Respect to Annual Supplementary Benefit
By filing a written Notice of Election (or in such electronic form as
designated by the Committee) with the Company at any time prior to the
December 31 preceding the commencement of any year or such earlier date as
the Committee shall determine with respect to any year, any Participant may
elect to have the amount of the Annual Supplementary Benefit to be credited
to his account with respect to any year, credited to his account either
(i) pursuant to a Cash Election as a dollar amount equal to the amount of
such Annual Supplementary Benefit, (ii) pursuant to a Stock Election as
Stock Equivalents calculated in the manner set forth in Section 6(b)(i), or
(iii) partly each.
6. Determination of Aggregate Supplementary Benefit
(a) Aggregate Amount under Cash Election. To the extent that a
Participant makes the Cash Election, then, for purposes of Section 7,
below, the aggregate amount allocable to a Participant's account as a
supplementary benefit as of the date on which he receives his first
installment payment (or, if Section 8 applies, his lump sum payment) under
the Supplementary Benefit Plan, shall be the sum of
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(i) the amount of each Supplementary 401(k) Savings
Plan Credit, Supplementary Money Purchase Plan
Credit, Elective Deferred Amount and
Supplementary Elective Deferred Amount Matching
Credit that a Participant is entitled to receive
pursuant to Section 4 and with respect to which
the Participant made a Cash Election pursuant to
Section 5, plus the amount, if any, of the
Participant's account balance under this Plan as
of January 1, 2000 with respect to which
Participant has made a Cash Election, each such
amount being credited to the Participant's
account as of the relevant times set forth in
Section 4, and
(ii) for each year, or part thereof, from January 1,
2000 to the end of the month preceding the month
in which a Participant becomes entitled to his
first installment payment pursuant to Section 7
below (or, if Section 8 applies, his lump sum
payment), interest on the amount, if any, of the
supplementary benefit allocated to a
Participant's account as of (a) with respect to
the Elective Deferred Amount, the Supplementary
Elective Deferred Amount Matching Credit, and the
Supplementary 401(k) Savings Plan Credit, the end
of each calendar quarter, and (b) with respect to
the Supplementary Money Purchase Plan Credit,
January 1 of the year following the calendar year
to which each such credit relates, or as of
January 1, 2000 with respect to amounts credited
to the Participant's "Cash Election Account" as
of such date including, as of any such date, any
amount previously allocated thereto either
pursuant to this subparagraph (ii), by
calculation pursuant to the DJ 20 Bond Index
rate, or pursuant to such other formula for
calculating interest on the supplementary benefit
as shall have been provided for under this
Supplementary Benefit Plan), calculated at an
annual interest rate equal to the DJ 20 Bond
Index rate in effect on the first business day of
such year.
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(b) Aggregate Amount Under Stock Election.
(i) Annual Election. To the extent that a
Participant makes a Stock Election, his account
shall be credited, as of the relevant times set
forth in Section 4 (i.e., with respect to the
Elective Deferred Amount, the Supplementary
Elective Deferred Amount Matching Credit, and the
Supplementary 401(k) Savings Plan Credit with
respect to each pay period during the year in
which the Participant receives Additional
Compensation for such year, and, with respect to
the Supplementary Money Purchase Plan Credit, as
of the first day of the year following the end of
the year to which the Stock Election relates,
with the number of Stock Equivalents equal to
that whole number obtained by dividing (x) the
amount of the Annual Supplementary Benefit
allocated to or in respect of the Participant
and to which the Stock Election relates, by (y)
the fair market value of a share of Common Stock
on the valuation date. In the case of the
Elective Deferred Amount, the Supplementary
Elective Deferred Amount Matching Credit, and the
Supplementary 401(k) Savings Plan Credit, the
valuation date shall be the last business day of
the calendar quarter in which such amounts are
credited to the Participant's account. In the
case of the Supplementary Money Purchase Plan
Credit, the valuation date shall be the date on
which such amounts are credited to the
Participant's account. For purposes of this
Supplementary Benefit Plan, the fair market value
of a share of Common Stock as of any date shall
be the closing sale price of a share of Common
Stock on the New York Stock Exchange on the
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applicable date or, if no sales were quoted on
such date, on the most recent preceding date
on which sales were quoted. Any amount of Annual
Supplementary Benefit remaining after such
division, which is less than the fair market
value of a single share of Common Stock on such
date, shall be credited to the Participant's
account and retained there, without accruing
interest, until Stock Equivalents are next
credited to the Participant's account, at which
time the retained amount shall be added to any
Annual Supplementary Benefit and Dividend
Equivalents, as hereinafter defined, for purposes
of computing the number of Stock Equivalents to
be so credited.
(ii) Dividend Equivalents. With respect to each Stock
Equivalent theretofore credited to the
Participant's account, said account shall be
credited with an amount equal to any dividend paid
with respect to each outstanding share of Common
Stock at the same time any such dividend is paid
("Dividend Equivalents"). Any such Dividend
Equivalents so credited shall not accrue interest
and shall thereafter be treated as an Annual
Supplementary Benefit to be converted into Stock
Equivalents on the date on which the Dividend
Equivalents are credited to the Participant's
account in the manner described in subparagraph
(b)(i) hereof.
(iii) Antidilution Adjustments. In the event of any
change in the Common Stock by reason of any stock
dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of
shares, or rights offering to purchase Common Stock
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at a price substantially below fair market value,
or of any similar change affecting the Common
Stock, the value and attributes of each Stock
Equivalent shall be appropriately adjusted
consistent with such change to the same extent as
if such Stock Equivalents were, instead, issued and
outstanding shares of Common Stock.
7. Payment of Aggregate Supplementary Benefit
(a) Payment of Aggregate Amount under Cash Election. The
aggregate amount allocable to a Participant as his supplementary benefit
determined pursuant to the Cash Election under Subsection 6(a) of this
Supplementary Benefit Plan shall be payable to the Participant in the form
of an annuity commencing on the first day of the third month following the
month in which the Participant becomes eligible to receive a distribution
pursuant to Section 10.1 of the 401(k) Savings Plan or Section 9.1 of the
Money Purchase Plan.
(b) Payment of Aggregate Amount Under Stock Election. Each
Stock Equivalent credited to Participant's account pursuant to a Stock
Election under Section 6(b) above shall be deemed to have a value equal to
the higher of (i) the fair market value of a share of Common Stock as of
the date immediately preceding the date on which payment commences, i.e.,
the last business day of the second month following the month in which the
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Participant becomes eligible to receive a distribution pursuant to Section
10.1 of the 401(k) Savings Plan or Section 9.1 of the Money Purchase Plan
(the "Annuity Valuation Date"), and (ii) the average fair market value of a
share of Common Stock over the 12-month period ending with the Annuity
Valuation Date. The aggregate value of the Stock Equivalents as so
determined shall be payable to the Participant in the form of an annuity
commencing on the first day of the third month following the month in which
the Participant becomes eligible to receive a distribution pursuant to
Section 10.1 of the 401(k) Savings Plan or Section 9.1 of the Money
Purchase Plan.
(c) Determination of Annuity Payments. The annuity payable
pursuant to Sections 7(a) and/or 7(b) shall be payable by the Company in
the number of equal annual installments in which deferred compensation will
be paid to the Participant pursuant to his deferred compensation agreement
with the Company or, if the Participant is not a party to such a deferred
compensation agreement, in the smallest number of installments that shall
be not less than half the number of years remaining in the Participant's
life expectancy, determined as of the date on which the Participant
receives his first installment of his supplementary benefit or as of the
date of his death, if earlier. For purposes of the preceding sentence, a
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Participant's life expectancy shall be equal to the expected return
multiple shown for the applicable age in the table entitled "Table V -
Ordinary Life Annuities - One Life - Expected Return Multiples,"
promulgated under section 1.72-9 of the Federal Income Tax Regulations, as
in effect on the date of such determination. The annuity shall also
include an assumed interest factor, as calculated by the Company, equal to
the average rate of interest applicable under Section 6(a)(ii) for the last
three complete calendar years preceding, or ending upon, the termination of
the Participant's employment by the Company.
8. Payment Upon Early Termination of Employment.
Notwithstanding the foregoing Section 7, if (i) a Participant terminates
employment with the Company prior to attaining age 55 and (ii) the
supplementary benefit payable to him upon such termination, valued as of
the date immediately preceding the date on which payment commences, is less
than $50,000, then such supplementary benefit shall be paid to him or his
beneficiary in one lump sum on the first day of the third month following
the month in which the Participant ceases to be actively employed by the
Company.
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9. Accelerated Payment in Case of Hardship
Notwithstanding the foregoing Sections 7 and 8, the Committee, in
its sole discretion, may accelerate the payment of all or part of the
balance of a Participant's supplementary benefits if so requested by a
Participant or, after the Participant's death, by his Beneficiary;
provided, however, that any such accelerated payment may be permitted only
in case of an unforeseeable emergency (within the meaning of Section 457 of
the Code and the regulations promulgated thereunder) that is caused by an
event beyond the control of the Participant or Beneficiary and that would
result in severe financial hardship to such person if accelerated payment
were not permitted. Any such accelerated payment shall be limited to the
amount necessary to meet or satisfy the emergency.
10. Payments upon Participant's Death
(a) Payments to Beneficiary. If a Participant should die
before receiving any or all of the payments of supplementary benefits to
which he is entitled, any unpaid amounts shall be paid as they become due
to such Beneficiary or Beneficiaries as the Participant shall designate
pursuant to this section.
(b) Beneficiary Designation. The Participant shall file with
the Company a written designation (or in such electronic form as designated
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by the Committee) of one or more persons as the Beneficiary who shall be
entitled to receive the amounts, if any, payable hereunder after the
Participant's death. The Participant may, from time to time, revoke or
change his Beneficiary designation without the consent of any prior
Beneficiary by filing a new designation with the Company. The last such
designation received by the Company shall be controlling; provided,
however, that no designation, or change or revocation thereof, shall be
effective unless received by the Company prior to the Participant's death,
and in no event shall it be effective as of a date prior to such receipt.
(c) Absence of Designation. If no such Beneficiary
designation is in effect at the time of the Participant's death, or if no
designated Beneficiary survives the Participant, the Participant's estate
shall be deemed to have been designated his Beneficiary and the executor or
administrator thereof shall receive the amount, if any, payable hereunder
after the Participant's death. If the Company is in doubt as to the right
of any person to receive all or part of such amount, the Company may retain
such amount until the rights thereto are determined, or the Company may pay
such amount into any court of appropriate jurisdiction and such payment
shall be a complete discharge of the liability of the Company therefor.
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11. Source of Payment
All payments of benefits hereunder shall be paid in cash from the
general funds of the Company, and no special or separate fund shall be
established or other segregation of assets made to assure such payments;
provided, however, that the Company may establish a bookkeeping reserve to
meet its obligations hereunder. Nothing contained in the Supplementary
Benefit Plan and no action taken pursuant to the provisions of the
Supplementary Benefit Plan shall create or be construed to create a
trust of any kind, or a fiduciary relationship between the Company or the
Committee and any Employee or other person. Rather, the Supplementary
Benefit Plan represents a mere promise by the Company to make payments of
supplementary benefits in the future. To the extent that any person
acquires a right to receive payments from the Company under the
Supplementary Benefit Plan such right shall be no greater than the right of
any unsecured general creditor of the Company. It is the intention of the
Company and the Participants hereunder that this Supplementary Benefit Plan
and the Company's obligation to make payments of supplementary benefits
hereunder be unfunded both for tax purposes and for purposes of Title I of
ERISA.
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12. Administration of the Plan
The Supplementary Benefit Plan shall be administered by the
Committee, which shall have full power, discretion and authority to
interpret, construe and administer the Supplementary Benefit Plan and any
part thereof. The Committee's interpretation and construction of the
Supplementary Benefit Plan, and actions thereunder, shall be binding and
conclusive on all persons for all purposes.
13. Claims
(a) Claims for Benefits. Any claim for benefits by a Participant
or anyone claiming through a Participant under the Supplementary Benefit
Plan shall be delivered in writing by the claimant to the Committee (or in
such electronic form as designated by the Committee). The claim shall
identify the benefits being requested and shall include a statement of the
reasons why the benefits should be granted. The Committee shall grant or
deny the claim. If the claim is denied in whole or in part, the Committee
shall give written notice (or in such electronic form as designated by the
Committee) to the claimant setting forth: (a) the reasons for the denial,
(b) specific reference to pertinent Supplementary Benefit Plan provisions
on which the denial is based, (c) a description of any additional material
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or information necessary to request a review of the claim and an
explanation of why such material or information is necessary, and (d) an
explanation of the Supplementary Benefit Plan's claim review procedure.
The notice shall be furnished to the claimant within a period of time not
exceeding 90 days after receipt of the claim, except that such period of
time may be extended, if special circumstances should require, for an
additional 90 days commencing at the end of the initial 90-day period.
Written notice (or in such electronic form as designated by the Committee)
of any such extension shall be given to the claimant before the expiration
of the initial 90-day period and shall indicate the special circumstances
requiring the extension and the date by which the final decision is
expected to be rendered.
(b) Appeals Procedure. A claimant who has been denied a claim
for benefits in whole or in part, may, within a period of 60 days following
his receipt of the denial, request a review of such denial by filing a
written notice (or in such electronic form as designated by the Committee)
of appeal with the Committee. In connection with an appeal, the claimant
(or his authorized representative) may review pertinent documents and may
submit evidence and arguments in writing (or in such electronic from as
designated by the Committee) to the Committee. The Committee may decide
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the questions presented by the appeal, either with or without holding a
hearing, and shall issue to the claimant a written notice (or in such
electronic form as designated by the Committee) setting forth: (a) the
specific reasons for the decision and (b) specific reference to the
pertinent Supplementary Benefit Plan provisions on which the decision is
based. The notice shall be issued within a period of time not exceeding 60
days after receipt of the request for review; except that such period of
time may be extended, if special circumstances (including, but not limited
to, the need to hold a hearing) should require, for an additional 60 days
commencing at the end of the initial 60-day period. Written notice (or in
such electronic form as designated by the Committee) of any such extension
shall be provided to the claimant prior to the expiration of the initial
60-day period. The decision of the Committee shall be final and
conclusive.
(c) Exhaustion of Remedies. The procedures under this Section
13 shall be the exclusive procedures for claiming benefits under the
Supplementary Benefit Plan. No legal or equitable action for benefits
under the Supplementary Benefit Plan shall be brought unless and until the
claimant (i) has submitted a written application for benefits (or in such
electronic form as designated by the Committee) in accordance with Section
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13(a), (ii) has been notified by the Committee that the application is
denied, (iii) has filed a written request for a review of the application
in accordance with Section 13(b) and (iv) has been notified in writing that
the Committee has affirmed the denial of the application; provided that
legal action may be brought after the Committee has failed to take any
action on the claim within the time prescribed in Section 13(b).
In no event may any legal or equitable action for benefits under the
Supplementary Benefit Plan be brought in a court of law or equity with
respect to any claim for benefits more than one (1) year after the final
denial (or deemed final denial) of the claim by the Committee.
14. Amendment
The Supplementary Benefit Plan may be amended, suspended or
terminated, in whole or in part, by the Board of Directors, but no such
action shall impair retroactively or otherwise affect adversely the rights
of any person to benefits under the Supplementary Benefit Plan which have
accrued prior to the date of such action, as determined by the Committee.
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15. General Provisions
(a) No Assignment. This Supplementary Benefit Plan shall be
binding upon and inure to the benefit of the Company and its successors and
assigns, and each Participant, his Beneficiary and his estate. The rights
of each Participant, his Beneficiary and his estate to payments of
supplementary benefits hereunder shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Participant, his
Beneficiary, or his estate, except as provided in Section 10 above with
respect to designations of a Beneficiary hereunder or as may be otherwise
required by law. Any attempted disposition of such rights shall be null
and void.
(b) Facility of Payment. If the Committee shall find that
any person to whom any payment is payable under the Supplementary Benefit
Plan is unable to care for his affairs because of illness or accident, or
is a minor, then any payment due (unless a prior claim therefor shall have
been made by a duly appointed guardian, committee or other legal
representative) may, if the Committee so elects, be paid to his spouse, a
child, a parent, or a brother or sister, or any other person deemed by the
Committee to have incurred expenses for such person otherwise entitled to
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payment, in such manner and proportions as the Committee may determine.
Any such payment shall be a complete discharge of the liabilities of the
Company under the Supplementary Benefit Plan.
(c) Other Benefit Plans. Any benefit payable under the
Supplementary Benefit Plan shall not be deemed salary or other compensation
for the purpose of computing benefits under any employee benefit or
retirement plan or other arrangement of the Company for the benefit of its
employees.
(d) Captions. The captions preceding the Sections hereof have
been inserted solely as a matter of convenience and in no way define or
limit the scope or intent of any provisions hereof. As used herein, the
singular and plural numbers, and the masculine, feminine and neuter
genders, shall each be deemed to include the others, as appropriate.
(e) Governing Law. The Supplementary Benefit Plan and all
rights thereunder shall be governed by and construed in accordance with the
laws of the State of New York, but not its conflict of laws provisions.
(f) Notices. Any notice required under the Supplementary
Benefit Plan shall be duly given if delivered in person or by registered
first class mail (a) if to the Company, to the Treasurer, P.O. Box 300,
Princeton, NJ 08543-0300, and (b) if to a Participant, to his home address
as reflected on the Company's records.
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