DEFERRED COMPENSATION
PLAN FOR DIRECTORS OF UNISYS CORPORATION
ARTICLE I
PURPOSE & AUTHORITY
1.1 PURPOSE. The purpose of the Plan is to offer members of the
Board of Directors who are not employees of the Corporation the opportunity to
defer receipt of a portion of their Compensation, under terms advantageous to
both the Director and the Corporation.
1.2 EFFECTIVE DATE. The Board originally approved the Plan on
November 20, 1981, and the Plan was subsequently amended, effective January 1,
1994. This document reflects the Plan as amended and restated effective April
22, 2004. The terms of this amended and restated Plan shall apply to all
Account Balances and elections made pursuant to the Plan prior to its
amendment.
1.3 AUTHORITY. Any decision made or action taken by the
Corporation and any of its officers or employees involved in the
administration of this Plan, or any member of the Board or the Committee
arising out of or in connection with the construction, administration,
interpretation and effect of the Plan shall be within the absolute discretion
of all and each of them, as the case may be, and will be conclusive and
binding on all parties. No member of the Board and no employee of the
Corporation shall be liable for any act or action hereunder, whether of
omission or commission, by any other member or employee or by any agent to
whom duties in connection with the administration of the Plan have been
delegated or, except in circumstances involving the member's or employee's bad
faith, for anything done or omitted to be done by himself or herself.
ARTICLE II
DEFINITIONS
2.1 "Account" means, for any Participant, each memorandum
account established for the Participant under Section 4.1. "Stock Units
Account" means that portion of a Participant's Account attributable to
Elective and Non-Elective Stock Units. Effective April 22, 2004, each
Participant's Account maintained under the Unisys Corporation Director Stock
Unit Plan will be transferred to this Plan and become part of the
Participant's Stock Unit Account.
2.2 "Account Balance" means, for any Participant as of any date,
the aggregate amount reflected in his or her Account.
2.3 "Beneficiary" means the person or persons designated from
time to time in writing by a Participant to receive payments under the Plan
after the death of such Participant or, in the absence of such designation or
in the event that such designated person or persons predeceases the
Participant, the Participant's estate.
2.4 "Board" means the Board of Directors of the Corporation.
2.5 "Change in Control" shall have the same meaning as is
ascribed to that term under the Unisys Corporation 2003 Long-Term Incentive
and Equity Compensation Plan, or any successor stock option plan.
2.6 "Committee" means the Compensation Committee of the Board,
or such other committee as may be appointed by the Board to administer the
Plan.
2.7 "Compensation" means amounts payable by the Corporation,
absent deferral, with respect to services provided by a Participant to the
Corporation as a Director, including retainer and meeting fees, but shall not
include Non-Elective Stock Unit amounts credited to a Participant's Account
hereunder.
2.8 "Corporation" means Unisys Corporation.
2.9 "Deferral Election" means an election by an Eligible
Director to defer a portion of his or her Compensation under the Plan, as
described in Section 3.1.
2.10 "Eligible Director" means a member of the Board who is not
an employee of the Corporation.
2.11 "Executives' Plan" means the Unisys Corporation Deferred
Compensation Plan.
2.12 "Fair Market Value" means, on any date, the sales
price of a share of Unisys Common Stock as of the official close of the New
York Stock Exchange at 4:00 p.m. U.S. Eastern Standard Time on such date.
2.13 "Investment Measurement Option" means any of the
hypothetical investment alternatives available for determining the additional
amounts to be credited to a Participant's Account under Section 4.2. The
Investment Measurement Options available are all of the investment options
available to eligible participants under the USP other than the Unisys Common
Stock Fund.
2.14 "Option for Stock Units" means an option, created pursuant
to a Director's election in accordance with Section 6 that, if exercised by
the Director, will result in the crediting of Stock Units to the Director's
Account.
2.15 "Participant" means an Eligible Director or former Eligible
Director who has made a Deferral Election and who has not received a
distribution of his or her entire Account Balance.
2.16 "Plan" means the Deferred Compensation Plan for Directors of
Unisys Corporation, as set forth herein and as amended from time to time.
2.17 "Revised Election" means an election made by a Participant,
in accordance with Section 5.2, to change the date as of which payment of his
or her Account Balance is to commence and/or the form in which such payment is
to be made.
2.18 "Stock Units" means Unisys common stock-equivalent units,
which are awarded pursuant to the Unisys Corporation 2003 Long-Term Incentive
and Equity Compensation Plan as Elective or Non-Elective Stock Units.
Elective Stock Units are Stock Units awarded as a result of a Participant's
election to defer the receipt of Compensation in accordance with Section
4.2(b) of the Plan or the Participant's election to convert an option for
stock to an Option for Stock Units in accordance with Section 3.2 of the Plan.
Non-Elective Stock Units are Stock Units awarded to the Participant by the
Corporation without regard to a deferral election.
2.19 "USP" means the Unisys Savings Plan.
2.20 "Valuation Date" means any business day as of which the
interest of a Participant in each of the Participant's Accounts is valued
pursuant to the terms of the Plan.
ARTICLE III
DEFERRAL OF COMPENSATION
3.1 DEFERRAL ELECTION.
(a) Prior to or during any calendar year, each Eligible Director
may elect to defer all or a portion of his or her Compensation that, absent
deferral, would be paid to him or her for services rendered during the
following calendar year or the remainder of the current calendar year, as
applicable, by properly completing a Deferral Election form.
(b) To be effective, a Deferral Election must be made in writing
by the Eligible Director on a form furnished by the Secretary of the
Corporation on or before the date that is (I) no later than the December 31
prior to the calendar year to which the Deferral Election applies or (II) at
least three months and one day before the date on which the amounts to be
deferred, absent deferral, would be paid to the Eligible Director, provided,
however, that an individual who becomes an Eligible Director after January 1
of a calendar year may make a Deferral Election with respect to Compensation
that, absent deferral, would be paid to him or her during the remainder of the
calendar year in which he or she has become an Eligible Director, by filing
the required written election on or before the date that is 30 days after the
date on which he or she becomes an Eligible Director.
(c) Once made, a Deferral Election shall become effective upon
receipt by the Secretary of the Corporation and is thereafter irrevocable,
except to the extent otherwise provided in Section 5.2.
(d) An Eligible Director's Deferral Election must specify either
a percentage or a certain dollar amount of his or her Compensation to be
deferred under the Plan. In addition, the Deferral Election must specify the
date on which payment of the amount deferred and payment in respect of any
Non-Elective Stock Units that may be credited to the Participant's Account is
to commence and the manner in which such payment is to be made, as set forth
below:
(1) Subject to Section 5.1(b) hereof, the Deferral
Election must specify that such payment is to commence as of:
(A) his or her termination of service as a member of
the Board (including as a result of disability); or
(B) a specific date (which may be determined by
reference to the Eligible Director's termination of service) that is at least
two years after the date on which the initial amounts to be deferred, absent
deferral, would be paid to the Eligible Director.
(2) The Eligible Director must specify whether payment of
his or her Account Balance, including any payment in respect of any Non-
Elective Stock Units that may be credited to the Participant's Account, is to
be made in a single sum or in annual installments.
(3) Notwithstanding the foregoing, an Eligible Director
may not elect a time of benefit commencement and/or a form of payment to the
extent that such an election would cause any payments to be made after the
March 31 first following the date that is 20 years after the date of the
Eligible Director's termination of service.
(e) Deferrals of an Eligible Director's Compensation shall be
credited to the Plan at the time at which the Compensation, absent deferral,
would be payable to the Participant.
(f) Unless the Deferral Election form specifically provides
otherwise, a Deferral Election shall expire as of the last day of the calendar
year that includes the first day on which any amount, absent deferral, would
be paid to the Eligible Director.
3.2 OPTIONS FOR STOCK UNITS. A Director who holds an option for
Corporation common stock that was awarded to him or her under any plan
maintained by the Corporation may elect, to the extent permitted under that
plan or otherwise by the Committee, to convert all or part of that option to
an Option for Stock Units in accordance with the provisions of this Section
3.2.
(a) ELECTION TO CONVERT OPTION. A Director can elect to convert
all or a portion of an outstanding option to an Option for Stock Units by
providing written notice to the Corporation, which must be received by the
Corporate Executive Compensation Department, at least six months before the
expiration date of the option. The election must specify the number of shares
of Corporation common stock subject to the option that are to become subject
to the Option for Stock Units. The election must also specify the date on
which the Stock Units to be credited to the Director's Account upon the
exercise of the Option for Stock Units are to be paid to the Director; such
date may be (1) the Director's termination of service or (2) a specific date
(which may be determined by reference to the Director's termination of service
or by reference to the date of the Director's exercise of the Option for Stock
Units).
(b) EXERCISE OF OPTIONS FOR STOCK UNITS. A Director may not
exercise an Option for Stock Units until the expiration of the six-month
period beginning on the date on which the Director's option is converted to an
Option for Stock Units. Thereafter, but only until the expiration of the
period during which the option that the Director converted to an Option for
Stock Units could, in accordance with its original terms be exercised, a
Director may exercise Options for Stock Units by providing written notice of
exercise to the place designated by the Committee. At the time of the
exercise of an Option for Stock Units, the Director must certify to the
Corporation or its designee that he or she currently owns shares of
Corporation common stock sufficient to pay the aggregate option price and, if
the shares were acquired for services to the Corporation that he or she has
held those shares for at least six months.
(c) EFFECT OF EXERCISE.
(1) As soon as practicable following receipt of a
Director's notice of exercise under Section 3.2(b), Stock Units will be
credited to the Director's Account. The number of Stock Units to be so
credited will be equal to (A) the difference between (i) the aggregate fair
market value on the date of exercise of the shares of Corporation common
stock relating to the portion of the Option for Stock Units that the Director
has elected to exercise and (ii) the sum of (a) the aggregate exercise price
and (b) any Social Security, Medicare or state or local income tax required
to be withheld with respect to the exercise, divided by (B) the fair market
value of a share of Corporation common stock on the date of exercise. For
purposes of this Section 3.2(c)(1), "fair market value" means, on any date,
the average of the high and the low sales price of a share of Unisys common
stock as reported on the New York Stock Exchange for that day, but not later
than the earlier of the official close of the New York Stock Exchange or 4:00
p.m. US Eastern Standard Time or Eastern Daylight Time, as the case may be
(2) Notwithstanding a Director's election of a payment
date under Section 3.2(a), if the Director exercises an Option for Stock
Units later than two years before the payment date elected, payment in
respect of the Stock Units credited to his or her Account as a result of the
exercise will be made as soon as practicable after the second anniversary of
the date of exercise.
(d) EFFECT OF TERMINATION OF SERVICE. If a Director
terminates service before exercising an Option for Stock Units, the Option for
Stock Units will remain exercisable to the extent that the option that the
Director converted to the Option for Stock Units would have remained
exercisable absent conversion. If, however, the Director (or his or her
Beneficiary) subsequently exercises the Option for Stock Units after his or
her Account Balance has been paid or has begun to be paid as a result of his
or her termination of service, payment in respect of the Stock Units acquired
upon such exercise will be made immediately. If the Director (or his or her
Beneficiary) fails to exercise the Option for Stock Units before the date on
which the option that the Director converted to an Option for Stock Units
would have expired or terminated, then the Director's (or Beneficiary's) right
to exercise the Option for Stock Units will likewise terminate.
ARTICLE IV
TREATMENT OF DEFERRED AMOUNTS
4.1 MEMORANDUM ACCOUNT. (a) The Corporation shall establish on
its books a separate Account for each Participant for each calendar year in
which the Participant elects to defer Compensation. Amounts deferred by a
participant pursuant to a Deferral Election shall be credited to the
Participant's Account on the date on which the deferred amounts, absent
deferral, would have been paid to the Participant. Non-Elective Stock Units
awarded to the Participant shall be credited to the Participant's Account on
such dates as are prescribed in the applicable award documents. In addition,
as of each Valuation Date, incremental amounts determined in accordance with
Section 4.2 will be credited or debited to each Participant's Account. Any
payments made to or on behalf of the Participant and for his or her
Beneficiary shall be debited from the Account. No assets shall be segregated
or earmarked in respect to any Account and no Participant or Beneficiary shall
have any right to assign, transfer, pledge or hypothecate his or her interest
or any portion thereof in his or her Account. The Plan and the crediting of
Accounts hereunder shall not constitute a trust or a funded arrangement of any
sort and shall be merely for the purpose of recording an unsecured contractual
obligation of the Corporation.
(b) If the Corporation shall issue a stock dividend on the common
stock, stock dividend equivalents shall be credited to the Participant's Stock
Unit Account, as of the dividend payment date, as Stock Units in the same
amount as the stock dividends to which the Participant would have been
entitled if the Stock Units were shares of common stock. Cash dividends, if
any, shall be credited to the Stock Units Account, as of the dividend payment
date, in the form of Stock Units based on the Fair Market Value of the Common
Stock on the dividend payment date. The Stock Units Account shall be
appropriately adjusted to reflect splits, reverse splits, or comparable
changes to the Corporation's common stock.
4.2 INVESTMENT MEASUREMENT OPTIONS.
(a) Subject to the provisions of this Section 4.2, a
Participant's Account, excluding his/her Stock Units Account, shall be
credited or debited with amounts equal to the amounts that would be earned or
lost with respect to the Participant's Account Balance if amounts equal to
that Account Balance were actually invested in the Investment Measurement
Options in the manner specified by the Participant.
(b) Each Eligible Director may elect, at the same time as a
Deferral Election is made, to have one or more of the Investment Measurement
Options applied to current deferrals, or to have the current deferrals
credited to his/her Stock Units Account in the form of Elective Stock Units.
Such election with respect to current deferrals may be changed at any time
upon appropriate notice to the Corporate Executive Compensation Department;
provided, however, that an election to have current deferrals credited as
Elective Stock Units may not be changed at any time during the effective
period of the Deferral Election. If a Participant elects to have current
deferrals credited as Elective Stock Units, the number of Stock Units to be
credited to the Participant's Stock Unit Account under this Section 4.2(c)
shall be the quotient of (i) divided by (ii) where (i) equals the amount of
the current deferral to be credited as Stock Units and (ii) equals the Fair
Market Value on the date on which the amounts are credited to the
Participant's Stock Unit Account.
(c) Subject to the restrictions described in Subsection (d), a
Participant may elect to change the manner in which Investment Measurement
Options apply to existing Account Balances (excluding the Participant's Stock
Units Account). In addition, a Participant may elect to have all or any
portion of his/her existing Account Balances (other than the Stock Units
Account) credited to his/her Stock Units Account as Elective Stock Units.
(i) The number of Stock Units to be credited to the
Participant's Stock Unit Account under this Section 4.2(b) shall
be the quotient of (x) divided by (y) where (x) equals the amount
of the current deferral to be credited as Stock Units and (y)
equals the Fair Market Value on the effective date on which the
amounts are credited to the Participant's Stock Unit Account.
Any election described in this subsection (c) will be effective upon receipt
of the appropriate notice to the Corporate Executive Compensation Department.
(d) The following rules apply to Investment Measurement Options.
(1) The percentage of a Participant's current deferrals
and/or Account Balance to which a specified Investment Measurement Option is
to be applied must be a multiple of one percent (1%). The Participant may
change the specified Investment Measurement Options that will apply to his or
her Account(s) on any business day as of which the Plan's recordkeeper is open
for business. Changes in a specified Investment Measurement Option with
respect to a Participant's Account will be effective as soon as
administratively practicable following receipt of the Participant's election.
(2) To the extent that a Participant has not specified an
Investment Measurement Option to apply to all or a portion of his or her
current deferrals and/or Account Balance, the Insurance Contract Fund or such
other fund as is designated by the Committee shall be deemed to be the
applicable Investment Measurement Option.
(3) The chosen Investment Measurement Option or Options
shall apply to deferred amounts on the date on which such deferred amounts,
absent deferral, would have been paid to the Participant.
(e) The Committee shall have the authority to modify the rules
and restrictions relating to Investment Measurement Options (including the
authority to change such Investment Measurement Options prospectively) as it,
in its discretion, deems necessary and in accord with the investment practices
in place under the USP.
ARTICLE V
PAYMENT OF DEFERRED AMOUNTS
5.1 FORM AND TIME OF PAYMENT. The benefits to which a
Participant or a Beneficiary may be entitled under the Plan shall be paid in
accordance with this Section 5.1.
(a) Payments of a Participant's Account Balances (other than the
Participant's Stock Units Account) shall be made in cash. Payments of the
Participant's Stock Units Account shall be made in shares of Unisys common
stock and the number of shares of Unisys common stock delivered to the
Participant shall equal the number of Stock Units held in the Participant's
Stock Units Account.
(b) Except as otherwise provided in Sections 5.3 and 5.4,
payment of a Participant's Account Balance shall commence as of the Valuation
Date next following the date or dates specified in the Participant's Deferral
Election or Elections or (where applicable) the Participant's Revised Election
or Elections; provided, however, that where the Participant's Deferral
Election or Elections or (where applicable) the Participant's Revised Election
or Elections specify that payments with respect to a Participant's Account
Balance are to commence as of a specified date or specified dates not
determined by reference to the Participant's retirement or other termination
of service and the Participant terminates service with the Corporation prior
to such date or dates, payment of the portion of the Participant's Account
Balance that was deferred to such date or dates shall commence as of the
Valuation Date next following the Participant's termination of service, but in
the same manner specified in the Participant's Deferral Election or Elections
or (where applicable) the Participant's Revised Election or Elections.
(c) All payments shall be made in the manner specified in the
Participant's Deferral Election or Elections or (where applicable) the
Participant's Revised Election or Elections.
(d) To the extent a Participant has not specified the manner or
time of payment of all or a part of his or her Account Balance, payment of the
amounts not specified will be made in a single sum as soon as administratively
practicable, but no later than 90 days, after the first Valuation Date
following the Participant's termination of service as a Director.
(e) Where a Participant has elected payment in the form of
annual installments, each installment payment after the initial installment
payment shall be made on or about March 31 of each year following the year in
which the first installment was paid. With respect to each Deferral Election
made by a Participant, the amount of each annual installment payment to be
made to a Participant under such Deferral Election shall be determined by
dividing the portion of the Participant's Account Balance covered by such
Deferral Election as of the latest Valuation Date preceding the date of
payment by the number of installments remaining to be paid under such Deferral
Election.
(f) Notwithstanding any Deferral Election made by the
Participant:
(1) If a Participant terminates service as a Director
after beginning to receive any portion of an Account Balance that was to be
paid to the Participant as of a specific date, the remaining Account Balance
shall be distributed in accordance with the distribution election in effect at
the time of the Participant's termination of service as a Director.
(2) If the balance in all of a Participant's Accounts is
less than a minimum amount established by the Committee at the time of a
Participant's termination of service as a Director, the balance in all the
Participant's Accounts shall be paid to the Participant in a single sum.
(3) Any portion of a Participant's Account Balance that
has not been paid to the Participant as of the date of his or her death shall
be paid to the Participant's Beneficiary in a single sum as soon as
administratively practicable after the Valuation Date following the date on
which the Corporation receives notification of the Participant's death.
5.2 REVISED ELECTION.
(a) Pursuant to a Revised Election, a Participant may specify:
(1) a date for the commencement of the payment of the
Participant's Account Balance that is either the date of the Participant's
termination of service as a Director or a date at least one year after the
date specified in the Participant's applicable Deferral Election; and/or
(2) a manner of payment that calls for a greater number of
annual installment payments than that specified in the Participant's
applicable Deferral Election, or a number of annual installment payments where
the Participant specified a single sum payment in his or her applicable
Deferral Election.
(3) Notwithstanding the foregoing, a Participant may not
elect a time of benefit commencement and/or a form of payment to the extent
that such an election would cause any payments to be made after the March 31
first following the date that is 20 years after the date of the Eligible
Executive's termination of service as a Director.
(b) A Participant may only make three Revised Elections with
respect to each of the Participant's Accounts.
(c) To be effective, a Revised Election must be:
(1) made in writing by the Participant on a form furnished
for such purpose by the Corporate Executive Compensation Department;
(2) submitted to the Corporate Executive Compensation
Department on or before the date that is three months and one day before the
date on which the portion of the Participant's Account Balance that is the
subject of the Revised Election would, absent the Revised Election, first
become payable; and
(3) approved by the Corporate Executive Compensation
Department. A Revised Election will be deemed to have been approved by the
Corporate Executive Compensation Department if it is not disapproved by the
Corporate Executive Compensation Department within ten days of the date on
which it is received.
5.3 SPECIAL PAYMENT.
(a) Notwithstanding any other provision of the Plan to the
Contrary, a Participant may receive payment of all or a portion of his or her
Account Balance as soon as administratively practicable following the receipt
by the Secretary of the Corporation of the Participant's written request for
such payment; provided, however, that a Participant will not be permitted to
receive any portion of his/her Non-Elective Stock Units under this Section
5.3(a) prior to termination of service as a Director.
(b) As a condition of receiving any payment made pursuant to
Subsection 5.3(a), a Participant will be subject to, as a penalty, payment to
the Company of an amount equal to eight percent of the amount of the payment
made pursuant to Subsection 5.3(a). The payment to the Company shall
generally be deducted from the amount otherwise payable to the Participant
under Subsection 5.3(a).
(c) If a Participant receives a payment of less than his or her
entire Account Balance pursuant to Subsection 5.3(a), the portion of the
Participant's Account Balance to which each Investment Measurement Option is
applied shall be reduced proportionately so that the Investment Measurement
Options apply to the Participant's Account Balance in the same percentage
immediately before and immediately after the payment.
(d) Notwithstanding any provision of the Plan to the contrary,
in the event the Committee determines that any portion of a Participant's
Account Balance is the subject of a determination by the Internal Revenue
Service that such portion is includible in the Participant's taxable income,
the Participant's Account Balance shall be distributed to the extent it is so
includible. Payments made in respect of the Participant's Stock Units Account
will be made in shares of Unisys common stock. All income taxes and related
interest and penalties associated with credits to or distributions from a
Participant's Account shall be borne by the Participant.
5.4 ACCELERATION OF PAYMENT. Notwithstanding any other
provision of this Plan to the contrary, the Committee in its sole discretion
may accelerate the payment of Account Balances to all or any group of
similarly situated Participants or Beneficiaries, whether before or after the
Participant's termination of service, in response to changes in the tax laws
or accounting principles.
5.5 SEC RULE 16b. If deemed necessary to comply with Rule 16b-3
under the Securities and Exchange Act of 1934, as amended, the Corporation may
delay payment of Stock Units until six months following the date on which the
Stock Units were credited to the Participant's Account.
ARTICLE VI
MISCELLANEOUS
6.1 AMENDMENT. The Board may modify or amend, in whole or in
part, any of or all the provisions of the Plan, or suspend or terminate it
entirely; provided, however, that any such modification, amendment, suspension
or termination may not, without the Participant's consent, adversely affect
any deferred amount credited to him or her for any period prior to the
effective date of such modification, amendment, suspension or termination.
The Plan shall remain in effect until terminated pursuant to this provision.
6.2 ADMINISTRATION. The Committee shall have the sole authority
to interpret the Plan and in its discretion to establish and modify
administrative rules for the Plan. All expenses and costs in connection with
the operation of this Plan shall be borne by the Corporation. The Corporation
shall have the right to deduct from any payment to be made pursuant to this
Plan any federal, state or local taxes required by law to be withheld, and any
associated interest and/or penalties.
6.3 GOVERNING LAW. The Plan shall be construed and its
provisions enforced and administered in accordance with the laws of the
Commonwealth of Pennsylvania except as such laws may be superseded by the
federal law.
ARTICLE VII
TRANSFER OF ACCOUNT BALANCE
7.1 TRANSFER OF EXECUTIVES' PLAN ACCOUNTS. Notwithstanding any
other provision of the Plan to the contrary, a Director who is a former
employee of Unisys Corporation and who is a participant in the Executives'
Plan may elect to transfer any or all of his/her account balance in the
Executives' Plan into this Plan. Upon transfer, such amounts shall be subject
to the terms and conditions of this Plan, provided that all elections
previously made under the Executives' Plan with respect to such amounts shall
continue in effect until otherwise modified hereunder. Notwithstanding the
payment election provision described in Article V hereof, in no event may a
Director elect a form of payment with respect to amounts transferred from the
Executives' Plan that is any more rapid than the form of payment in effect
under the Executives' Plan at the time of such transfer.
ARTICLE VIII
CHANGE IN CONTROL
8.1 WITHDRAWAL ELECTION.
(a) Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change in Control, each Participant may elect to
receive a single sum payment of all or any portion of his/her account balance.
Such election shall only be effective if delivered to the Secretary of the
Corporation within the ninety-day period immediately following the date of the
occurrence of the Change in Control.
(b) If an election is timely made, the Participant (or
Beneficiary) will be entitled to receive, as soon as practicable after the
expiration of the ninety-day period, an amount equal to (1) the full value or
any portion thereof of the Account Balance minus (2) an early withdrawal
penalty equal to 8% of the total value of (1). The Committee, upon advice of
counsel, may modify the early withdrawal penalty described above in any way it
deems appropriate and consistent with the purposes of the Plan.
8.2 LITIGATION EXPENSES. If litigation is brought by a
Participant or Beneficiary after a Change in Control to enforce or interpret
any provision of the Plan, the Corporation to the extent permitted by
applicable law shall reimburse the Participant (or Beneficiary) for the
reasonable fees and disbursements of counsel incurred in such litigation.