AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
THIS AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT INCOME
AGREEMENT by and between FLEMING COMPANIES, INC., an Oklahoma
corporation (the "Company") and WILLIAM J. DOWD, an individual (the
"Executive") dated this 18th day of August, 1998 (the "Agreement").
WITNESSETH:
WHEREAS, the Executive has previously executed that
certain Offer For Compensation dated July 7, 1995 (the "Offer")
which provided the Executive a "supplemental retirement income"
(the "Prior Benefit") in addition to other benefits; and
WHEREAS, subsequent to the Offer, the Company selected
the Executive to be a participant in that certain nonqualified
retirement plan entitled "Supplemental Retirement Income Plan of
Fleming Companies, Inc. and Its Subsidiaries" (the "Prior Plan");
and
WHEREAS, the Company and the Executive never executed an
agreement to evidence the participation of the Executive in the
Prior Plan; and
WHEREAS, the Executive and the Company cancelled that
portion of the Offer which provided for the Prior Benefit upon the
execution of that certain Supplemental Retirement Income Agreement
dated February 25, 1997 (the "Original Agreement") and
WHEREAS, the Company provided a "supplemental retirement
income" pursuant to the terms of the Original Agreement; and
WHEREAS, the Company and the Executive executed that
certain First Amendment to the Supplemental Retirement Income
Agreement on February 23, 1998 (the "First Amendment"); and
WHEREAS, the Company and the Executive desire to further
amend the Original Agreement by execution of this Amended and
Restated Supplemental Retirement Income Agreement (the "Agreement")
which shall serve as an amendment, restatement and continuation of
the Original Agreement, as amended by the First Amendment and this
Agreement.
NOW, THEREFORE, in consideration of the covenants,
provisions and other valuable consideration, the receipt of which
is hereby acknowledged by the Executive, the parties hereto agree
as follows:
1. Supplemental Retirement Income and Cancellation of
Prior Benefit.
(a) Supplemental Retirement Income. The Executive
shall be entitled to receive annual supplemental retirement income
(the "Supplemental Retirement Income") upon his termination from
the employ of the Company or any subsidiary (the "Subsidiary") of
which the Company owns 80% or more of the outstanding voting common
stock, provided, he remains continuously employed as of the
following applicable dates:
Vested
Attained Date Annual Supplemental
Year of Employment Retirement Income
After year 1 7/24/1996 -0-
2 7/24/1997 -0-
3 7/24/1998 -0-
4 7/24/1999 -0-
5 7/24/2000 $81,000
6 7/24/2001 92,570
7 7/24/2002 104,140
8 7/24/2003 115,710
9 7/24/2004 127,280
10 7/24/2005 138,850
11 7/24/2006 150,420
12 7/24/2007 162,000
Further, in the event that the Executive terminates employment
between any of the applicable required attained dates of employ-
ment, the Executive's Supplemental Retirement Income will be
interpolated by subtracting the most recent vested amount of
Supplemental Retirement Income from the next vested amount of
Supplemental Retirement Income, dividing such difference by 12 and
multiplying the quotient by the number of completed whole months of
employment between the last attained date of employment and the
date of termination of employment of the Executive.
For example, if the Executive terminates employment with the
Company or a Subsidiary on October 15th, 2000, then, the Execu-
tive's Supplemental Retirement Income would equal $82,928.32
calculated as follows:
Supplemental Retirement Income at 7/24/2001: $92,570
Supplemental Retirement Income at 7/24/2000 = $81,000
-------
Difference 11,570
Divided by 12 = $964.17
Completed months of service from 7/24/2000-10/15/2000 x 2
Additional Supplemental Retirement Income $1,928.34
Vested Supplemental Retirement Income at 7/24/2000 81,000.00
---------
Total Supplemental Retirement Income $82,928.34
==========
(b) Cancellation of Prior Benefit. In
consideration of the Supplemental Retirement Income provided in
this Agreement, the Prior Benefit is hereby cancelled and rescinded
in all respects. Except to the extent that the Offer has been
amended to delete the Prior Benefit, the Offer shall continue in
accordance with its terms.
2. Manner of Payment of Supplemental Retirement Income.
The Supplemental Retirement Income will be paid to the Executive
and his designated beneficiary (the "Beneficiary"), if applicable,
in the manner elected below: (Check and initial One Box Only)
Methods of Payment
Option 1. [ ] Life of Executive Only (Single Life Basis)
Option 2. [ ] 50% Joint Annuitant Survivor Benefit
Option 3. [ ] 75% Joint Annuitant Survivor Benefit
Option 4. [X] 100% Joint Annuitant Survivor Benefit
Option 5. [ ] 5 Year Period Certain
Option 6. [ ] 10 Year Period Certain
Option 7. [ ] 15 Year Period Certain
The actual amounts payable to the Executive will depend upon the
date that the Executive terminates employment. The Supplemental
Retirement Income will be paid at least quarterly as determined by
the Compensation and Organization Committee (the "Committee") of
the Company. If no election is made, the benefit will automat-
ically be paid on a "single life basis" under Option 1, above.
Refer to Exhibit "A" for a complete description of the Methods of
Payment.
Provided, notwithstanding that the Executive has elected
the optional form of benefit as provided in this Section 2, at any
time prior to the date the payment of the Executive's Supplemental
Retirement Income commences, the Executive (or his Beneficiary in
the case of death) may make a written request to the Committee that
his Supplemental Retirement Income be paid in any of the optional
forms of payment described above or in the form of a single lump
sum payment, and, if the Committee approves such request consid-
ering all relevant facts and circumstances, payment may be made in
one of such optional forms of payment or in a lump sum. The deci-
sion to make payment in one of the optional forms of payment or in
a lump sum shall be made in the Committee's sole discretion and its
decision shall be final and conclusive.
3. Termination of Employment.
(a) Termination Prior to July 24, 2000. In the
event that the Executive terminates employment for any reason prior
to July 24, 2000, then, except as provided in Section (b) below,
the Executive shall have no rights of any kind whatsoever in the
Supplemental Retirement Income (or any other benefit) otherwise
paid pursuant to this Agreement.
(b) Acceleration of Accrual of Supplemental
Retirement Income Upon Change of Control. In the event that there
is a "change of control" ("Change of Control") as such term is
defined in Section 3(c) of this Agreement, and within three years
following such Change of Control, the Executive's employment is
terminated for any reason by either the Company or the Executive,
the Executive shall be entitled to his Supplemental Retirement
Income earned by such Executive as of his date of termination of
employment but in no event will the amount be less than the benefit
which the Executive would have been entitled to if the Executive
remained in the continuous employ of the Company until July 24,
2000 ($81,000 paid annually on a single life basis), with such
Supplemental Retirement Income to be paid beginning immediately
upon the termination of employment.
(c) Change of Control. For purposes of this
Agreement, a "Change of Control" shall mean:
(i) The acquisition by any individual,
entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Ex-
change Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more (the
"Triggering Percentage") of either (i) the
then outstanding shares of common stock of the
Company (the "Outstanding Company Common
Stock") or (ii) the combined voting power of
the then outstanding voting securities of the
Company entitled to vote generally in the
election of directors (the "Outstanding
Company Voting Securities"); provided, how-
ever, in the event the "Incumbent Board" (as
such term is hereinafter defined) pursuant to
authority granted in any rights agreement to
which the Company is a party (the "Rights
Agreement") lowers the acquisition threshold
percentages set forth in such Rights Agree-
ment, the Triggering Percentage shall be
automatically reduced to equal the threshold
percentages set pursuant to authority granted
to the board in the Rights Agreement; and
provided, further, however, that the following
acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from
the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or
maintained by the Company or any corporation
controlled by the Company, or (iv) any acqui-
sition by any corporation pursuant to a trans-
action which complies with clauses (x), (y),
and (z) of subsection (iii) of this Section
3(c); or
(ii) Individuals who, as of
the date hereof, constitute the
Board (the "Incumbent Board") cease
for any reason to constitute at
least a majority of the Board; pro-
vided, however, that any individual
becoming a director subsequent to
the date hereof whose election,
appointment or nomination for elec-
tion by the Company's shareholders,
was approved by a vote of at least a
majority of the directors then com-
prising the Incumbent Board shall be
considered as though such individual
were a member of the Incumbent
Board, but excluding, for purposes
of this definition, any such indi-
vidual whose initial assumption of
office occurs as a result of an
actual or threatened election con-
test with respect to the election or
removal of directors or other actual
or threatened solicitation of
proxies or consents by or on behalf
of a Person other than the Board; or
(iii) Approval by the share-
holders of the Company of a reorga-
nization, share exchange, merger or
consolidation or acquisition of
assets of another corporation (a
"Business Combination"), in each
case, unless, following such Busi-
ness Combination, (x) all or sub-
stantially all of the individuals
and entities who were the beneficial
owners, respectively, of the Out-
standing Company Common Stock and
Outstanding Company Voting Securi-
ties immediately prior to such Busi-
ness Combination will beneficially
own, directly or indirectly, more
than 50% of, respectively, the then
outstanding shares of common stock
and the combined voting power of the
then outstanding voting securities
entitled to vote generally in the
election of directors, as the case
may be, of the corporation resulting
from such Business Combination (in-
cluding, without limitation, a cor-
poration which as a result of such
transaction will own the Company
through one or more subsidiaries) in
substantially the same proportions
as their ownership, immediately
prior to such Business Combination
of the Outstanding Company Common
Stock and Outstanding Company Voting
Securities, as the case may be, (y)
no Person (excluding any employee
benefit plan (or related trust) of
the Company or such corporation
resulting from such Business Combi-
nation) will beneficially own, di-
rectly or indirectly, 20% or more
of, respectively, the then outstand-
ing shares of common stock of the
corporation resulting from such
Business Combination or the combined
voting power of the then outstanding
voting securities of such corpora-
tion except to the extent that such
ownership existed prior to the Busi-
ness Combination, and (z) at least a
majority of the members of the board
of directors of the corporation
resulting from such Business Combi-
nation will have been members of the
Incumbent Board at the time of the
execution of the initial agreement,
or of the action of the Board, pro-
viding for such Business Combina-
tion; or
(iv) Approval by the share-
holders of the Company of (x) a
complete liquidation or dissolution
of the Company or, (y) the sale or
other disposition of all or substan-
tially all of the assets of the
Company, other than to a corpora-
tion, with respect to which follow-
ing such sale or other disposition,
(A) more than 50% of, respectively,
the then outstanding shares of com-
mon stock of such corporation and
the combined voting power of the
then outstanding voting securities
of such corporation entitled to vote
generally in the election of direc-
tors will be beneficially owned,
directly or indirectly, by all or
substantially all of the individuals
and entities who were the beneficial
owners, respectively, of the Out-
standing Company Common Stock and
Outstanding Company Voting Securi-
ties immediately prior to such sale
or other disposition in substantial-
ly the same proportion as their
ownership, immediately prior to such
sale or other disposition, of the
Outstanding Company Common Stock and
Outstanding Company Voting Securi-
ties, as the case may be, (B) less
than 20% of, respectively, the then
outstanding shares of common stock
of such corporation and the combined
voting power of the then outstanding
voting securities of such corpora-
tion entitled to vote generally in
the election of directors will be
beneficially owned, directly or
indirectly, by any Person (excluding
any employee benefit plan (or relat-
ed trust) of the Company or such
corporation), except to the extent
that such Person owned 20% or more
of the Outstanding Company Common
Stock or Outstanding Company Voting
Securities prior to the sale or
disposition, and (C) at least a
majority of the members of the board
of directors of such corporation
will have been members of the Incum-
bent Board at the time of the execu-
tion of the initial agreement, or of
the action of the Board, providing
for such sale or other disposition
of assets of the Company.
4. Restrictions on Alienation of Benefits. No right or
benefit under this Agreement shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance, or charge, and
any attempt to anticipate, alienate, sell, assign, pledge,
encumber, or charge the same shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to the
debts, contracts, liabilities, or torts of the person entitled to
such benefit. If the Executive or Beneficiary under this Agreement
should become bankrupt or attempt to anticipate, alienate, sell,
assign, pledge, encumber, or charge any right to a benefit under
this Agreement, then such right or benefit shall, in the discretion
of the Committee, be held or applied for the benefit of the
Executive or Beneficiary, his spouse, children, or other depen-
dents, or any of them, in such manner and in such portion as the
Committee, in its sole and absolute discretion, may deem proper.
5. No Trust. No action under this Agreement by the
Company, its Board of Directors or the Committee shall be construed
as creating a trust, escrow or other secured or segregated fund in
favor of the Executive, his Beneficiary, or any other persons
otherwise entitled to his Supplemental Retirement Income. The
status of the Executive and his Beneficiary with respect to any
liabilities assumed by the Company hereunder shall be solely those
of unsecured creditors of the Company and/or any Subsidiary. Any
asset acquired or held by the Company or any Subsidiary in
connection with liabilities assumed by it hereunder, shall not be
deemed to be held under any trust, escrow or other secured or
segregated fund for the benefit of the Executive or his Benefici-
aries or to be security for the performance of the obligations of
the Company or any Subsidiary, but shall be, and remain a general,
unpledged, unrestricted asset of the Company or any Subsidiary at
all times subject to the claims of general creditors of the Company
or any Subsidiary.
6. Withholding and Other Employment Taxes. The Company
shall comply with all federal and state laws and regulations
respecting the withholding, deposit and payment of any income or
other taxes relating to any payments made under this Agreement.
7. Claims Procedure.
(a) The Committee shall make all determinations as
to the right of any person to benefits. If any request for a
benefit is wholly or partially denied, the Committee shall notify
the person requesting the pension benefits, in writing, of such
denial, including in such notification the following information:
(b) the specific reason or reasons for such denial;
(c) the specific references to the pertinent
Agreement provisions upon which the denial is based;
(d) a description of any additional material and
information which may be needed to clarify the request,
including an explanation of why such information is
required; and
(e) an examination of this Agreement's review
procedure with respect to denial of benefits.
Provided, that any such notice to be delivered to any Executive or
Beneficiary shall be mailed by certified or registered mail and
shall be written to the best of the Committee's ability in a manner
that may be understood without legal counsel.
8. Review Procedure. The Executive or Beneficiary
whose claim has been denied in accordance with Section 7 herein may
appeal to the Committee for review of such denial by making a
written request therefor within 60 days of receipt of the notifica-
tion of such denial. The Executive or Beneficiary may examine
documents pertinent to the review and may submit to the Committee
written issues and comments. Within 60 days after receipt of the
request for review, the Committee shall communicate to the
claimant, in writing, its decision, and the communication shall set
forth the reason or reasons for the decision and specific reference
to those Agreement provisions upon which the decision is based.
9. Records and Reports. The Committee shall exercise
such authority and responsibility as it deems appropriate in order
to comply with governmental regulations relating to records of the
Executive's accounts and benefits which may be paid under the
Agreement; and to notify the Executive and Beneficiaries as
required.
10. Other Committee Powers and Duties. The Committee
shall have such duties and powers as may be necessary to discharge
its duties hereunder, including, but not by way of limitation, the
following:
(a) to construe and interpret the Agreement in its
sole and absolute discretion, decide all questions of
eligibility and determine the amount, manner and time of
payment of any benefits hereunder;
(b) to prescribe procedures to be followed by the
Executive or Beneficiary filing applications for bene-
fits;
(c) to prepare and distribute, in such manner as
the Committee determines to be appropriate, information
explaining the Agreement;
(d) to receive from the Company and from the Execu-
tive and Beneficiaries such information as shall be
necessary for the proper administration of the Agreement;
(e) to furnish the Company, upon request, such
reports with respect to the administration of the
Agreement as are reasonable and appropriate;
(f) to appoint and employ individuals and any other
agents it deems advisable, including legal counsel, to
assist in the administration of the Agreement and to
render advice with respect to any responsibility of the
Committee, or any of its individual members, under the
Agreement;
(g) to allocate among themselves who shall be
responsible for specific duties and to designate fiduci-
aries (other than Committee members) to carry out
responsibilities under the Agreement; provided that any
such allocations shall be reduced to writing, signed by
all Committee members, and filed in a permanent Committee
minute book; and
(h) to maintain continuing review of applicable
laws, implementing regulations thereto and suggest
changes and modifications to the Company in connection
with delegations of responsibility, as appropriate, and
amendments to the Agreement.
11. Rules and Decisions. The Committee may adopt such
rules as it deems necessary, desirable, or appropriate. When
making a determination or calculation, the Committee shall be
entitled to rely upon information furnished by a Executive or
Beneficiary, the Company or the legal counsel of the Company.
12. Committee Procedures. The Committee may act at a
meeting or in writing without a meeting. The Committee shall have
a chairman, and appoint a secretary, who may or may not be a
Committee member. The secretary shall keep a record of all
meetings in a permanent Committee minute book and forward all
necessary communications to the Company. The Committee may adopt
such bylaws and regulations as it deems desirable for the conduct
of its affairs. All decisions of the Committee shall be made by
the vote of the majority including actions in writing taken without
a meeting. A dissenting Committee member who, within a reasonable
time after he has knowledge of any action or failure to act by the
majority, registers his dissent in writing delivered to the other
Committee members, to the extent permitted by law, shall not be
responsible for any such action or failure to act.
13. Assumption of Agreement. The Company will require
any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree
to perform the Company's and any Subsidiary's obligations under
this Agreement in the same manner and to the same extent that the
Company or such Subsidiary would be required to perform if no such
succession had taken place. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any succes-
sion shall be a breach by the Company of its obligations under this
Agreement and shall entitle the Executive to payment from the
Company in the same amount and on the same terms as the Executive
would be entitled to hereunder if the Executive's employment was
terminated immediately following a Change of Control, except that
for purposes of implementing the foregoing, the date on which any
such succession becomes effective shall be deemed the date of
termination of employment.
14. Forfeiture of All Benefits. In the event that (i)
the Executive is discharged from employment service with the
Company for acts of dishonesty, fraud, theft, embezzlement, (ii)
upon the conviction by a court of competent jurisdiction of a crime
that is deemed to be a felony under the laws of the State of
Oklahoma (or any other state) or laws of the United States, or
(iii) in the event the Executive commits any other act or acts
which are injurious and adversely impacts the Company in any manner
whatsoever, then, in such events, the Committee, in its sole
discretion, may determine that any benefit which would otherwise be
provided to the Executive under the Agreement or the Agreement
shall be forfeited in its entirety, and it shall thereafter be
deemed as if the Executive never was selected for participation in
the Agreement.
15. Minimum Benefit. Notwithstanding any provision of
this Agreement to the contrary, in the event that the Company
selects and the Executive agrees to be a participant in the Prior
Plan or any successor thereto, then, the Supplemental Retirement
Income accrued under this Agreement shall be the minimum benefits
to be provided to the Executive under such Prior Plan.
16. Miscellaneous.
16.1 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State
of Oklahoma, without reference to principles of conflict of laws.
16.2 Headings. The captions of this Agreement are
not part of the provisions hereof and shall have no force and
effect.
16.3 Taxes. The Executive acknowledges that the
payments and benefits to which he is entitled to under this
Agreement will be includable in his taxable income. Accordingly,
Executive agrees (i) to pay all required income, employment and
other taxes attributable to such payments and benefits and (ii)
that the Company may be required to withhold all applicable taxes
from such payments and benefits.
16.4 Amendment. This Agreement may not be amended
or modified otherwise than by a written agreement executed by the
parties hereto or their respective heirs, successors, assigns or
the legal representatives, as the case may be.
16.5 Notices. All notices and other communications
hereunder shall be in writing and shall be given by hand delivery
to the other party or by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
If to Executive:
William J. Dowd
18701 Woody Creek Drive
Oklahoma City, Oklahoma 73003
If to the Company:
Fleming Companies, Inc.
6301 Waterford Boulevard
P.O. Box 26647
Oklahoma City, Oklahoma 73126
Attention: Craig A. Grant, Senior Vice President -
Organizational Strategies and Management
Development
or such other address as either party shall have furnished to the
other in writing in accordance herewith. Notices and communica-
tions shall be effective when actually received by the addressee.
16.6 Severability. The invalidity or enforce-
ability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agree-
ment.
16.7 No Waiver. The Company's or the Executive's
failure to insist upon strict compliance with any provision hereof
shall not be deemed to be a waiver of such provision or any other
provision hereof.
16.8 Entire Agreement. This Agreement contains the
entire understanding of the Company and Executive with respect to
the subject matter hereof.
16.9 Binding Effect. This Agreement shall inure
to the benefit of and be binding upon the Company, Executive, their
respective heirs, successors, assigns or legal representatives, as
the case may be.
IN WITNESS WHEREOF, Executive has hereunto set his hand
and, pursuant to the authorization from its Board of Directors, the
Company has caused these presents to be executed in its name on its
behalf, all as of the day and year first above written.
EXECUTED the date and year first above written.
FLEMING COMPANIES, INC., a corpo-
ration
By:
Craig A. Grant
Senior Vice President -
Organizational Strategies and
Management Development
"COMPANY"
William J. Dowd
"EXECUTIVE"
EXHIBIT "A"
Description of Methods of Payment
METHOD 1 - Life of
Participant Only: A Supplemental Retirement Income
will be paid for the Executive's
life only. Upon the Executive's
death, all payments of Supplemen-
tal Normal Retirement Income
shall cease.
METHOD 2 - 50%
Joint Annuitant
Survivor Benefit: A reduced amount of Supplemental
Retirement Income will be paid to
the Executive for his life, then,
at the Executive's death 50% of
such amount shall be paid to the
Executive's surviving Bene-
ficiary. In the event that the
Executive's surviving Beneficiary
has predeceased him, or should
otherwise die after the Execu-
tive's death, then no further
payments will be paid under
Method 2 or this Agreement.
METHOD 3 - 75%
Joint Annuitant
Survivor Benefit: A reduced amount of Supplemental
Retirement Income will be paid to
the Executive for his life, then,
at the Executive's death 75% of
such amount shall be paid to the
Executive's surviving Beneficiary.
In the event that the
Executive's surviving Beneficiary
has predeceased him, or should
otherwise die after the Execu-
tive's death, then no further
payments will be due under Method
3 or this Agreement.
METHOD 4 - 100%
Joint Annuitant
Survivor Benefit: A reduced amount of Supplemental
Retirement Income will be paid to
the Executive for his life, then,
at the Executive's death 100% of
such amount shall be paid to the
Executive's surviving Bene-
ficiary. In the event that the
Executive's surviving Beneficiary
has predeceased him, or should
otherwise die after the Execu-
tive's death, then no further
payments will be due under Method
4 or this Agreement.
METHOD 5 - 5 Year
Period Certain: A reduced amount of Supplemental
Retirement Income will be paid
for a period of 5 years certain.
After the expiration of such 5
year period, payments shall then
continue for the Executive's life
in the same amount. In the event
of the Executive's death during
the 5 year period certain, then,
the balance of such payments due
only during such 5 year period
will be paid to the Executive's
surviving Beneficiary. After the
expiration of such 5 year period,
then all payments shall cease.
In the event of the expiration of
such 5 year period, and the Executive
dies, then, no further benefits will
be paid under METHOD 5 or this Agreement.
METHOD 6 - 10 Year
Period Certain: A reduced amount of Supplemental
Retirement Income shall be paid
for a period of 10 years certain.
After the expiration of such 10
year period, payments shall then
continue for the Executive's life
in the same amount. In the event
of the Executive's death during
the 10 year period certain, then,
the balance of such payments due
only during such 10 year period
will be paid to the Executive's
surviving Beneficiary. After the
expiration of such 10 year
period, then all payments shall
cease. In the event of the
expiration of such 10 year
period, and the Executive dies,
then, no further benefits will be
paid under METHOD 6 or this Agreement.
METHOD 7 - 15 Year
Period Certain: A reduced amount of Supplemental
Retirement Income shall be paid
for a period of 15 years certain.
After the expiration of such 15
year period, payments shall then
continue for the Executive's life
in the same amount. In the event
of the Executive's death during
the 15 year period certain, then,
the balance of such payments due
only during such 15 year period
will be paid to the Executive's
surviving Beneficiary. After the
expiration of such 15 year
period, then all payments shall
cease. In the event of the
expiration of such 15 year
period, and the Executive dies,
then, no further benefits will be
paid under METHOD 7 or this Agreement.