EXHIBIT 10.1
PG&E CORPORATION
DEFERRED COMPENSATION PLAN
FOR OFFICERS
1. Purpose
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This is the controlling and definitive statement of the PG&E
Corporation Deferred Compensation Plan for Officers
("PLAN").1/ The PLAN which became effective on November 5,
1997, takes the place of and assumes the existing benefits
accrued under the Deferred Compensation Plan of the Pacific
Gas and Electric Company. The PLAN provides an opportunity
for OFFICERS and other designated key employees of the
CORPORATION and its subsidiaries and affiliates to defer
payment of (1) part of their salaries, (2) all or part of
their INCENTIVE PLAN AWARDS, (3) all of their SAVINGS FUND
PLAN EXCESS BENEFITS, (4) PERQUISITE ALLOWANCES under the
Executive Flexible Perquisites Program, (5) all or a portion
of their PERFORMANCE UNITS under the Performance Unit Plan,
and (6) such other payments, awards, allowances, or benefits
as the COMMITTEE may in the future determine appropriate.
SPECIAL INCENTIVE STOCK OWNERSHIP PREMIUMS are automatically
credited to participant accounts maintained by the PLAN.
2. Definitions
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(a) "BENEFICIARY" means the person, persons, or entity
designated by the PLAN participant on the DEFERRAL ELECTION
FORM to receive payment of the participant's DEFERRED
COMPENSATION ACCOUNT in the event of the death of the
participant.
(b) "BOARD" and "BOARD OF DIRECTORS" means the BOARD OF
DIRECTORS of the CORPORATION or, when appropriate, any
committee of the BOARD which has been delegated authority to
take action with respect to the PLAN.
(c) "COMMITTEE" means the Nominating and Compensation
Committee of the BOARD.
(d) "CORPORATION" means PG&E Corporation, a California
corporation.
(e) "DEFERRAL ELECTION FORM" means a participation form to
be supplied by the Human Resources Department of the
CORPORATION.
(f) "DEFERRED COMPENSATION ACCOUNT" means the bookkeeping
account established pursuant to Section 6 on behalf of each
ELIGIBLE EMPLOYEE who elects to participate in the PLAN.
(g) "ELIGIBLE EMPLOYEE" means an OFFICER and such other key
employees as may be designated by the PLAN ADMINISTRATOR as
eligible to participate in the PLAN.
_______________________________
1/ Words in all capitals are defined in Section 2.
(h) "INCENTIVE PLAN AWARD" means a monetary award payable
under the annual short-term performance incentive plan
maintained by the CORPORATION, or any of its subsidiaries or
affiliates.
(i) "OFFICER" means all OFFICERS of the CORPORATION and its
subsidiaries and affiliates in Officer Band 6 and above.
(j) "PERFORMANCE UNITS" means the amounts which are payable
as a result of units earned under the CORPORATION'S
Performance Unit Plan, as may be revised thereafter from
time to time.
(k) "PERQUISITE ALLOWANCE" means the amounts which an
OFFICER can use for the reimbursement of certain designated
expenses under the CORPORATION'S Executive Flexible
Perquisites Program.
(l) "PLAN" means the PG&E Corporation Deferred Compensation
Plan for Officers.
(m) "PLAN ADMINISTRATOR" shall mean the senior Human
Resources officer of the CORPORATION.
(n) "SALARY" means the amount of compensation payable by
the CORPORATION or by any of its subsidiaries or affiliates
to an ELIGIBLE EMPLOYEE for his or her duties. It does not
include any amount payable with respect to services rendered
prior to an ELIGIBLE EMPLOYEE'S election to defer according
to Section 5 of this PLAN.
(o) "SAVINGS FUND PLAN EXCESS BENEFITS" means amounts
payable to OFFICERS under the SAVINGS FUND PLAN EXCESS
BENEFITS arrangement as originally adopted on December 20,
1989, and as may be revised thereafter from time to time.
(p) "SPECIAL INCENTIVE STOCK OWNERSHIP PREMIUMS" means the
special premiums awarded to eligible OFFICERS under the
Executive Stock Ownership Guidelines approved by the
COMMITTEE on October 15, 1997, as amended on July 22, 1998,
and as may hereafter be amended from time to time.
(q) "TERMINATION DATE" means the last day on which the PLAN
participant is an employee of the CORPORATION, one of its
subsidiaries, or of an association affiliated with the
CORPORATION.
(r) "YEAR" means the calendar YEAR.
3. Eligibility
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Each OFFICER who receives a SALARY for service as an OFFICER
of the CORPORATION shall be eligible to participate in the
PLAN. Any other ELIGIBLE EMPLOYEE shall be eligible to
participate in the PLAN consistent with the terms set by the
PLAN ADMINISTRATOR in its designation of such key employee
as an ELIGIBLE EMPLOYEE.
4. Participation
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In order to commence participation in the PLAN, a
participant must file a DEFERRAL ELECTION FORM with the PLAN
ADMINISTRATOR. An election to defer (i) an INCENTIVE PLAN
AWARD, (ii) PERFORMANCE UNITS or (iii) SALARY must be filed
prior to the beginning of the YEAR in which said amounts are
paid. An election to defer SAVINGS FUND PLAN EXCESS
BENEFITS must be filed prior to the beginning of the Savings
Fund Plan YEAR to which the Excess Benefits are
attributable. An election to defer PERQUISITE ALLOWANCES
must be filed prior to the beginning of the YEAR in which
said amounts are granted. SPECIAL INCENTIVE STOCK OWNERSHIP
PREMIUMS are automatically deferred into the PLAN
immediately upon grant. Notwithstanding the foregoing, upon
first becoming an ELIGIBLE EMPLOYEE, an election to
participate shall be effective for the month following the
filing of a DEFERRAL ELECTION FORM, provided said Form is
filed within 60 days following the date when the employee
first becomes an ELIGIBLE EMPLOYEE.
(a) Deferral of SALARY
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A participant may defer from 5 percent to
30 percent of his or her monthly SALARY.
(b) Deferral of INCENTIVE PLAN AWARDS
---------------------------------
A participant may defer all or part of his or her
INCENTIVE PLAN AWARDS.
(c) Deferral of SAVINGS FUND PLAN EXCESS BENEFITS
---------------------------------------------
A participant may defer all amounts which would
otherwise be paid in cash under the SAVINGS FUND
PLAN EXCESS BENEFITS arrangement. Partial
deferrals of SAVINGS FUND PLAN EXCESS BENEFITS are
not permitted.
(d) Deferral of PERQUISITE ALLOWANCES
---------------------------------
A participant may elect to defer any portion of
his or her flexible PERQUISITE ALLOWANCE.
(e) Deferral of PERFORMANCE UNITS
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A participant may elect to defer all or part of
his or her PERFORMANCE UNITS.
(f) Deferral of SPECIAL INCENTIVE STOCK OWNERSHIP PREMIUMS
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All of an OFFICER'S SPECIAL INCENTIVE STOCK
OWNERSHIP PREMIUMS are automatically deferred to
the PLAN immediately upon grant and converted into
units representing shares of PG&E Corporation
common stock. The units attributable to SPECIAL
INCENTIVE STOCK OWNERSHIP PREMIUMS and any
additional units resulting from the conversion of
dividend equivalents thereon remain unvested until
the earlier of the third anniversary of the date
on which the SPECIAL INCENTIVE STOCK OWNERSHIP
PREMIUMS are credited to an OFFICER'S DEFERRED
COMPENSATION ACCOUNT, death,
disability, or
retirement of the participant. (The term
"disability" shall, for purposes of the PLAN, have
the same meaning as in Section 22(e)(3) of the
Internal Revenue Code.) Unvested units
attributable to SPECIAL INCENTIVE STOCK OWNERSHIP
PREMIUMS and any additional units resulting from
the conversion of dividend equivalents thereon
shall be forfeited if an OFFICER'S stock ownership
falls below the levels set forth in the Executive
Stock Ownership Guidelines.
Upon the conversion of SPECIAL INCENTIVE STOCK
OWNERSHIP PREMIUMS to units in accordance with
Section 6, and the credit of additional units upon
the conversion of dividend equivalents thereon, an
equal number of shares of PG&E Corporation common
stock shall be reserved from the pool of shares
authorized for issuance under the PG&E Corporation
Long-Term Incentive Program. Upon forfeiture of
such units, a number of shares equal to the number
of forfeited units shall again become available
for issuance under the PG&E Corporation Long-Term
Incentive Program.
5. Deferral Election
-----------------
An ELIGIBLE EMPLOYEE who elects to participate in the PLAN
shall file an executed DEFERRAL ELECTION FORM with the PLAN
ADMINISTRATOR which (i) indicates the percentage of SALARY
and applicable pay periods, and the amount of any INCENTIVE
PLAN AWARD, PERFORMANCE UNITS, SAVINGS FUND PLAN EXCESS
BENEFITS, PERQUISITE ALLOWANCES, and such other eligible
payments, awards, allowances, or benefits to be deferred
under the PLAN; and (ii) specifies the time and form of
distribution and designates a BENEFICIARY. A participant
may not elect to defer the receipt of SALARY, any INCENTIVE
PLAN AWARD, PERFORMANCE UNITS, or SAVINGS FUND PLAN EXCESS
BENEFITS, for less than three years, subject to earlier
distribution following termination of employment in
accordance with Section 9.
The participant's deferral election of SALARY shall continue
from YEAR to YEAR until terminated or modified by written
notice to the PLAN ADMINISTRATOR. Notice of termination of
SALARY deferrals shall not become effective until the first
day of the month following the month in which such written
notice is received by the PLAN ADMINISTRATOR. A participant
who terminates SALARY deferrals shall not be permitted to
elect future SALARY deferrals earlier than the first day of
the following YEAR. A participant may modify a prior
deferral election of SALARY only by delivering a new
DEFERRAL ELECTION FORM to the PLAN ADMINISTRATOR to be
effective as of the first day of the following YEAR. In no
event shall any termination or modification of deferrals
affect amounts deferred prior to the effective date of such
termination or modification.
Deferral elections of INCENTIVE PLAN AWARDS, PERFORMANCE
UNITS, SAVINGS FUND PLAN EXCESS BENEFITS, and PERQUISITE
ALLOWANCES, only are effective for the YEAR following the
YEAR in which the executed DEFERRAL ELECTION FORM is filed
with the PLAN ADMINISTRATOR. Thereafter, a new DEFERRAL
ELECTION FORM must be filed with the PLAN ADMINISTRATOR in
order to maintain deferrals in subsequent years. All
deferral elections of INCENTIVE PLAN AWARDS, PERFORMANCE
UNITS, SAVINGS FUND PLAN EXCESS BENEFITS, and PERQUISITE
ALLOWANCES may be revoked prior to the beginning of the YEAR
in which INCENTIVE PLAN AWARDS, PERFORMANCE UNITS, and
PERQUISITE ALLOWANCES would otherwise be paid, and
thereafter shall be irrevocable. All deferral elections of
SAVINGS FUND PLAN EXCESS BENEFITS may be revoked prior to
the beginning of the Savings Fund Plan YEAR to which the
Excess Benefits are attributable.
Notwithstanding the foregoing, the participant's designation
as to time and form of distribution to the participant may
not be revoked or modified by the participant as to amounts
already deferred, except as permitted by the PLAN
ADMINISTRATOR pursuant to Section 10 in the case of hardship
withdrawals.
6. Credits to DEFERRED COMPENSATION ACCOUNT
----------------------------------------
Upon receipt of a completed DEFERRAL ELECTION FORM, the
CORPORATION shall establish a DEFERRED COMPENSATION ACCOUNT
to which shall be credited such amounts as the participant
has elected to defer under the terms of the PLAN.
SALARY which is deferred shall be credited to the
participant's DEFERRED COMPENSATION ACCOUNT as of each
payroll period. SAVINGS FUND PLAN EXCESS BENEFITS which are
deferred shall be credited to the participant's DEFERRED
COMPENSATION ACCOUNT as of the first business day following
the end of the YEAR to which such Excess Benefits are
attributable. PERQUISITE ALLOWANCES which are deferred
shall be credited to the participant's DEFERRED COMPENSATION
ACCOUNT on the date of grant. PERFORMANCE UNITS and
INCENTIVE PLAN AWARDS which are deferred shall be credited
to the participant's DEFERRED COMPENSATION ACCOUNT as of the
date such amounts would otherwise have been paid.
SPECIAL INCENTIVE STOCK OWNERSHIP PREMIUMS shall be credited
to the participant's DEFERRED COMPENSATION ACCOUNT
immediately upon the date of grant and converted into units
(including fractions computed to three decimal places)
representing shares of PG&E Corporation common stock. The
initial value of a SPECIAL INCENTIVE STOCK OWNERSHIP PREMIUM
unit shall be the average of the daily high and low price of
a share of PG&E Corporation common stock as traded on the
New York Stock Exchange for the 30 trading days preceding
the date that the SPECIAL INCENTIVE STOCK OWNERSHIP PREMIUM
is credited to a participant's DEFERRED COMPENSATION
ACCOUNT. Thereafter, the value of a SPECIAL INCENTIVE STOCK
OWNERSHIP PREMIUM unit shall fluctuate with the closing
price of a share of PG&E Corporation common stock. Whenever
dividends are declared with respect to the Corporation's
common stock, additional SPECIAL INCENTIVE STOCK OWNERSHIP
PREMIUM units (including fractions computed to three decimal
places) shall be credited to a participant's account on the
dividend payment date in an amount determined by dividing
(i) the aggregate amount of dividends, i.e., the dividend
multiplied by the number of SPECIAL INCENTIVE STOCK
OWNERSHIP PREMIUM units credited to the participant's
account as of the dividend record date, by (ii) the closing
price of PG&E Corporation common stock on the New York Stock
Exchange on the dividend payment date.
7. Earnings During Deferral Period
-------------------------------
At such time as participant elects to participate in the
PLAN, he shall also elect to have his account balances
allocated to the Utility Bond Fund or to the PG&E
Corporation Phantom Stock Fund. Participant shall make such
elections and in such percentages as
the PLAN ADMINISTRATOR
shall prescribe. Participant shall be able to reallocate
account balances between the funds and reallocate new
deferrals at such time and in such manner as the PLAN
ADMINISTRATOR shall prescribe; provided, however, that units
attributable to SPECIAL INCENTIVE STOCK OWNERSHIP PREMIUMS
and additional units resulting from the conversion of
dividend equivalents thereon may not be reallocated.
Anything to the contrary herein notwithstanding, a
participant may not reallocate account balances between
funds if such reallocation would result in a non-exempt
Discretionary Transaction as defined in Rule 16b-3 of the
Securities Exchange Act of 1934, as amended, or any
successor to Rule 16b-3, as in effect when the reallocation
is requested.
(a) Utility Bond Fund
-----------------
On the first business day of each calendar quarter,
interest shall be credited on the balance in each
participant's DEFERRED COMPENSATION ACCOUNT as of the
last day of the immediately preceding calendar quarter
and prorated based on the number of days in the quarter
that the balance was allocated to the Utility Bond
Fund. Such interest shall be at a rate equal to the AA
Utility Bond Yield reported in Moody's Public Utility,
published in the issue of Moody's Investors Service
immediately preceding the first day of the calendar
quarter in which the interest is to be credited. Such
interest shall become a part of the DEFERRED
COMPENSATION ACCOUNT and shall be paid at the same time
or times as the balance of the DEFERRED COMPENSATION
ACCOUNT. Notwithstanding the above, if a participant
has requested that his account balance be reallocated
to the PG&E Corporation Phantom Stock Fund before the
end of the quarter, prorated interest on the
participant's account balance shall be calculated at a
rate equal to the AA Utility Bond Yield reported in
Moody's Public Utility, published in the issue of
Moody's Investors Service immediately preceding the
date of reallocation, shall be credited to the
participant's account on the date of reallocation, and
shall be subject to the reallocation request.
(b) PG&E Corporation Phantom Stock Fund
-----------------------------------
Deferrals credited to the PG&E Corporation Phantom
Stock Fund shall be converted into units (including
fractions computed to three decimal places) each
representing share of PG&E Corporation common stock.
The value of a unit for purposes of determining the
number of units to credit upon initial deferral or
reallocation from the Utility Bond Fund, and for
determining the dollar value of the aggregate number of
units to be reallocated from the PG&E Corporation
Phantom Stock Fund to the Utility Bond Fund, shall be
the average of the daily high and low price of a share
of PG&E Corporation common stock as traded on the New
York Stock Exchange for the 30 trading days preceding
(i) the date that deferrals and reallocations are
credited to a participant's account in the PG&E
Corporation Phantom Stock Fund in the case of new
deferrals and reallocations from the Utility Bond Fund,
and (ii) the date the PLAN ADMINISTRATOR receives a
reallocation request, in the case of reallocations.
Thereafter, the value of a unit shall fluctuate in
accordance with the closing price of PG&E Corporation
common stock on the New York Stock Exchange.
Whenever dividends are paid with respect to the
Corporation's common stock, additional units (including
fractions computed to three decimal places) shall be
credited to a participant's account on the dividend
payment date in an amount determined by dividing (i)
the aggregate amount of dividends, i.e,. the dividend
multiplied by the number of units credited to the
participant's account as of the
dividend record date,
by (ii) the closing price of PG&E Corporation common
stock on the New York Stock Exchange on the dividend
payment date. If, after the record date but before the
dividend payment date, a participant's balance in the
PG&E Corporation Phantom Stock Fund has been
reallocated to the Utility Bond Fund, or has been paid
to the participant or the participant's beneficiary,
then an amount equal to the aggregate dividend shall be
credited to the participant's account in the Utility
Bond Fund, or paid directly to the participant or the
participant's beneficiary, whichever is applicable.
8. Effect of Deferral on Qualified Benefit PLANS
---------------------------------------------
A participant who participates in this PLAN shall continue
to be eligible to participate in all CORPORATION benefit
PLANS. However, no amount deferred under this PLAN shall be
deemed to be covered compensation or SALARY for the purposes
of computing percentage of participation and benefits to
which the OFFICER may be entitled under the CORPORATION
Retirement and Savings Fund Plans and any other CORPORATION
benefit plans which are qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended.
9. Form and Time of Payment to a Participant of DEFERRED
-----------------------------------------------------
COMPENSATION ACCOUNT
--------------------
Payment to the participant of deferred compensation
allocated to the Utility Bond Fund or the PG&E Corporation
Phantom Stock Fund shall be made in the form of cash. At
the election of the participant, the cash may be paid in a
lump sum or in a series of ten or less approximately equal
annual installments. Payment to the participant shall be
made at such time and in such form as the participant has
specified on the DEFERRAL ELECTION FORM(s) previously filed
with the PLAN ADMINISTRATOR; provided however, that payments
shall commence (either as a lump sum or as the first of a
series of ten or less approximately equal annual
installments) no later than January of the YEAR following
the YEAR in which the participant's employment terminated.
Payment to a participant of his or her DEFERRED COMPENSATION
ACCOUNT shall be made in January of each YEAR in which
payment is to be made in accordance with the participant's
DEFERAL ELECTION FORM. All payments from the DEFERRED
COMPENSATION ACCOUNT shall be subject to all tax
withholdings or other reductions which may be required by
law.
For purposes of this Section 9 and Sections 10 and 11 below,
the amount of cash to be distributed upon settlement of
units credited to a participant's account in the PG&E
Corporation Phantom Stock Fund shall be equal to the number
of credited units, or fraction thereof, multiplied by the
average of the high and low price of a share of PG&E
Corporation common stock as traded on the New York Stock
Exchange for the 30 trading days preceding the date of
distribution.
Notwithstanding the foregoing, following a participant's
termination of employment, deferrals attributable to SPECIAL
INCENTIVE STOCK OWNERSHIP PREMIUMS shall only be distributed
in January of the YEAR following termination in the form of
one or more certificates for a number of shares of PG&E
Corporation common stock equal to the number of vested
SPECIAL INCENTIVE STOCK OWNERSHIP PREMIUM units, rounded
down to the nearest whole share.
10. Distribution Due to Unforeseeable Emergency
-------------------------------------------
A participant may request a distribution due to an
Unforeseeable Emergency by submitting a written request to
the Plan Administrator accompanied by evidence to
demonstrate that the circumstances being experienced qualify
as an Unforeseeable Emergency. The Plan Administrator shall
have the authority to require such evidence as it deems
necessary to determine if a distribution is warranted. If
an application for a hardship distribution due to an
Unforeseeable Emergency is approved, the distribution is
limited to the amount sufficient to meet the emergency. The
allowed distribution shall be payable in a method determined
by the Plan Administrator as soon as possible after approval
of such distribution. A participant who has commenced
receiving installment payments under the Plan may request
acceleration of such payments in the event of an
Unforeseeable Emergency. The Administrator may permit
accelerated payments to the extent such accelerated payment
does not exceed the amount necessary to meet the emergency.
For purposes of this Section 10, an "Unforeseeable Emergency
" means a severe financial hardship to the participant
resulting from a sudden and unexpected illness or accident
of the participant or of a dependent of the participant,
loss of the participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the
participant. The circumstances that will constitute an
"Unforeseeable Emergency" would depend upon the facts in
each case, but, in any case, payment may not be made in the
event that such hardship is or may be relieved (i) through
prompt reimbursement or compensation by insurance or
otherwise, (ii) by liquidation of the participant's assets,
to the extent that liquidation of such assets would not
itself cause severe financial hardship, or (iii) by
cessation of deferrals under the Plan. The need to send a
participant's child to college or the desire to purchase a
home shall not be an Unforeseeable Emergency.
11. Effect of Death of Participant
------------------------------
Upon the death of a participant who participated in the
PLAN, all amounts, if any, remaining in his or her DEFERRED
COMPENSATION ACCOUNT shall be distributed to the BENEFICIARY
designated by the participant. Payment to the beneficiary
shall be made at such time and in such form as the
participant has previously specified in a form previously
filed with the PLAN ADMINISTRATOR; provided however, that
payments shall commence (either as a lump sum or as the
first of a series of ten or less approximately equal annual
installments) no later than January of the YEAR following
the YEAR in which the participant's death occurred.
Earnings, as determined under Section 7 of the PLAN, shall
be credited to the date of distribution. Any shares of PG&E
Corporation common stock to be issued in settlement of the
deceased participant's SPECIAL INCENTIVE STOCK OWNERSHIP
PREMIUM units shall be issued in the name of the
participant's designated beneficiary. If the designated
BENEFICIARY does not survive the participant or dies before
receiving payment in full of the participant's DEFERRED
COMPENSATION ACCOUNT, a lump sum payment of the remaining
balance (and a distribution of the shares of PG&E
Corporation common stock issuable in settlement of the
deceased participant's SPECIAL INCENTIVE STOCK OWNERSHIP
PREMIUM units) shall be made as soon as practicable to the
estate of whoever dies last, the participant or the
designated BENEFICIARY. All BENEFICIARY designations may be
changed by the participant at any time without the consent
of a BENEFICIARY. The participant shall notify the PLAN
ADMINISTRATOR in writing of any such change of BENEFICIARY.
12. Participant's Rights Unsecured
------------------------------
The interest under the PLAN of any participant and such
participant's right to receive a distribution of his or her
DEFERRED COMPENSATION ACCOUNT shall be an unsecured claim
against the general assets of the CORPORATION. The DEFERRED
COMPENSATION ACCOUNT shall consist of bookkeeping entries
only, and this PLAN does not create an interest in, nor
permit a claim against, any specific asset of the
CORPORATION pursuant to the PLAN.
13. Annual Statement of DEFERRED COMPENSATION ACCOUNT
-------------------------------------------------
As soon as practicable after the close of each YEAR, each
participant shall be provided with a statement describing
the status of his or her DEFERRED COMPENSATION ACCOUNT as of
the end of the preceding YEAR. The statement shall reflect
the totals of amounts deferred during the YEAR, the amount
of interest credited, the amount of PG&E Corporation Phantom
Stock Fund units, the amount of SPECIAL INCENTIVE STOCK
OWNERSHIP PREMIUMS (if any), the amount of payments made
during the YEAR, if any, and the net balance remaining in
the account at the end of the YEAR.
14. Nonassignability of Interests
-----------------------------
The interest and property rights of any participant under
the PLAN shall not be assignable either by voluntary or
involuntary assignment or by operation of law, including
(without limitation) bankruptcy, garnishment, attachment or
other creditor's process, and any act in violation of this
Section 14 shall be void.
15. Administration of the PLAN
--------------------------
The PLAN shall be administered by the PLAN ADMINISTRATOR.
The PLAN ADMINISTRATOR shall have full power and authority
to administer and interpret the PLAN, to establish
procedures for administering the PLAN, and to take any and
all necessary action in connection therewith. The PLAN
ADMINISTRATOR's interpretation and construction of the PLAN
shall be conclusive and binding on all persons.
16. Amendment or Termination of the PLAN
------------------------------------
The CORPORATION may amend, suspend, or terminate the PLAN at
any time. In the event of such termination, the DEFERRED
COMPENSATION ACCOUNTS of participants shall be paid in
accordance with the participant's deferral election.