POST-RETIREMENT INCOME MAINTENANCE PLAN
FOR DIRECTORS
October 22, 1981
(Amended December 15, 1983)
(Amended December 5, 1985)
(Amended January 1, 1986)
(Amended June 24, 1988)
(Amended January 26, 1989)
(Amended June 25, 1993)
1. RESOLVED, That the unfunded Post-Retirement Income
Maintenance Plan ("the Plan") established by the Board of
Directors at its meeting held on October 22, 1981, as amended
December 15, 1983, December 5, 1985, January 1, 1986, June 24,
1988, and January 26, 1989 be and it hereby is amended
effective June 25, 1993, pursuant to which any member of the
Board of Directors who retires on or after December 15, 1983,
is eligible.
2. RESOLVED FURTHER, That pursuant to the amended Plan, a
director, who at the time of retirement from the Board shall
have served five continuous years and have attained mandatory
retirement age as defined in the Corporation's By-Laws,
Section 2.03, receives for life an annual fee equal to the
annual Board retainer in effect at the time of retirement,
such fee to be paid in annual installments commencing the
first October 30th following the Participants retirement and
shall continue to be made October 30th of each succeeding year
until full payment under the terms of this Plan has been paid.
3. RESOLVED FURTHER, That a director, who at the time of
retirement from the Board has attained mandatory retirement
age as defined in the Corporation's ByLaws, Section 2.03, but
has not served five continuous years, upon approval by the
Nominating Committee, shall receive for life an annual fee
equal to the annual Board retainer in effect at the time of
retirement, such fee to be paid in annual installments
commencing the first October 30th following the Participants
retirement and shall continue to be made October 30th of each
succeeding year until full payment under the terms of this
Plan has been paid.
4. RESOLVED FURTHER, That a director who retires early after
completing at least five continuous years of service is
entitled to receive an annual fee equal to the annual Board
retainer in effect at the time of retirement. Such retainer
shall be paid in equal annual installments for a period equal
to the number of full years the retired director served on the
Board.
5. RESOLVED FURTHER, That retired directors who have been
employees or officers of the Corporation are eligible to
participate in the Plan.
6. RESOLVED FURTHER, That a retired director who
participates in the Plan or a director who dies while serving
on the Board and would otherwise be eligible to receive
benefits had he retired immediately prior to death shall be a
"Plan Participant".
7. RESOLVED FURTHER, That nothing in the Plan, nor any
action or acquiescence in the administration of the Plan,
shall be considered to create any benefit, cause of action,
right of sale, transfer, assignment, pledge, encumbrance, or
other such right in any heirs or assigns of a Plan Participant
or the estate of a Plan Participant, except that in the event
of death of any Plan Participant prior to receiving payments
equal to the number of full years of active service on the
Board, the surviving lawful spouse, if any, will be entitled
to the remainder of the Plan benefit payments for such service
period or ten years, whichever comes first. In no event will
the spouse be required to forfeit benefits by reason of that
portion of annual payments made in advance which would have
covered a period of time after the Participant's death.
8. RESOLVED FURTHER, That any former director who retired
prior to June 24, 1988, and such director or his spouse is
currently receiving retirement benefits, shall continue to
receive such benefits under the Plan in effect at the time of
the director's retirement, unless such director or his spouse
shall make an irrevocable election to consent to participation
in the Plan, as amended.
9. RESOLVED FURTHER, That any director who had attained
mandatory retirement age on December 1, 1992 as defined in the
Corporation's By-Laws, Section 2.03, and whose continuing
service on the Board was authorized pursuant to a Board
resolution adopted on December 3, 1992, shall qualify to
receive benefits under the Plan based on the mandatory
retirement age in effect pursuant to the Corporation's By-
Laws, Section 2.03, on December 1, 1992.
10. RESOLVED FURTHER, The event of a "Change in Control" a
Plan Participant shall be entitled to receive a lump sum
payment equal to the present value of his vested plan
benefits, determined as if he had retired from the Board on
the date of the Change in Control by using the lowest
applicable discount rate permitted by the Internal Revenue
Code. A "Change in Control" shall mean a change in control of
the Corporation that shall be deemed to have occurred, if and
when, with or without the approval of its board of directors
incumbent prior to the occurrence, (i) any "person" (as such
term is used in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act")) becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the
Corporation representing 30 percent or more of the combined
voting power of the Corporation's then outstanding securities;
or (ii) during any calendar year, individuals who at the
beginning of such period were members of the board of
directors of the Corporation cease as the result of a tender
offer, merger, consolidation, sale of assets or contested
election, or any combination of such transactions, to
constitute at least 75% thereof. The Plan provisions
effectuating this resolution may not be amended after the
occurrence of a Change in Control.
11. RESOLVED FURTHER, That in the event of the death of any
active outside director whether or not such director has
served as a director for five years, his spouse or beneficiary
shall be entitled to receive a lump sum payment equal to the
amount such director would have received in Board and
Committee retainer fees had he continued to serve as a
director for the entire period that he could have served as a
director under the Corporation's By-Laws; and received the
same dollar amount of compensation being paid immediately
prior to death, provided however that no more than ten years
of such imputed additional service shall be taken into
account, such benefit shall not be included in the actuarial
computation which would be required in the event of a Change
in Control.
12. RESOLVED FURTHER, That the proper officers of this
Corporation be and they hereby are authorized to prepare the
Post-Retirement Income Maintenance Plan document to effectuate
the intent of the foregoing resolutions including any further
amendments and to execute such further documents and do all
such other acts and things and to take all such steps as they
shall deem necessary or advisable or proper in order to fully
carry out the intent of the foregoing resolutions.