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EXHIBIT 10.4
THE ALLSTATE CORPORATION
DEFERRED COMPENSATION PLAN
AMENDED AND RESTATED AS OF NOVEMBER 1, 2001
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ARTICLE I
DESIGNATION OF PLAN AND DEFINITIONS
1.1 TITLE
This Plan shall be known as "The Allstate Corporation Deferred
Compensation Plan." The Plan was adopted by Allstate Insurance Company
effective January 1, 1995. The Plan was amended and restated by the
Company, effective January 1, 1996, November 11, 1997, September 1,
1999, November 1, 2000, and November 1, 2001.
1.2 DEFINITIONS
The following definitions will apply:
(a) "Account" shall mean the bookkeeping entries made to state the
balance of Compensation deferred by a Participant under the Plan,
as adjusted pursuant to Article IV of the Plan. A Participant's
Account shall also include any cash amounts automatically directed
to this Plan by action of the Board of Directors of The Allstate
Corporation or a committee thereof. For purposes of this Plan,
"Account" shall include any amounts deferred by a Participant, as
adjusted for earnings and debits, under The Allstate Corporation
Deferred Compensation Plan for Employee Agents and The Allstate
Corporation Deferred Compensation Plan for Independent Contractor
Exclusive Agents.
(b) "Beneficiary" or "Contingent Beneficiary" shall mean the person or
persons last designated in writing by the Participant to the
Committee, in accordance with Section 8.5 of this Plan.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(e) "Committee" shall mean the Committee appointed by the Board of
Directors pursuant to Article VI of this Plan, and shall mean
those persons to whom the Committee has delegated administrative
duties pursuant to Section 6.1(g).
(f) "Company" shall mean The Allstate Corporation.
(g) "Compensation" shall mean all of the items included in the term
"Annual Compensation" as that term is defined in the Allstate
Retirement Plan without regard to the annual compensation limit
imposed by Section 401(a)(17) of the Code.
(h) "Compensation Floor" shall be the compensation limit in effect
pursuant to Section 401(a)(17) of the Code for a Plan Year.
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(i) "Controlled Group" shall mean any corporation or other business
entity which is included in a controlled group of corporations,
within the meaning of section 1563(a)(i) of the Code, within which
the Company is also included.
(j) "Eligible Compensation" shall mean the greater of (i) an
Employee's current year Compensation annualized in such manner as
the Committee shall determine; or (ii) an Employee's Compensation
for the calendar year two years before a Plan Year.
(k) "Eligible Employee" shall mean any Employee who is eligible to
participate under Article II of this Plan.
(l) "Eligible Salary" shall mean an Employee's monthly base salary
during the calendar year immediately preceding a Plan Year
annualized in such manner as the Committee shall determine.
(m) "Employee" shall mean any regular, full-time employee of the
Company, of Allstate Insurance Company, of Allstate New Jersey
Insurance Company, of Allstate Bank or of any other affiliate in
the Controlled Group which adopts the Plan, but shall in no event
include persons classified as agents. If a person is not
considered to be an "Employee" for purposes of Plan eligibility, a
later change in the person's status, even if the change in status
is applicable to prior years, will not have a retroactive effect
for Plan purposes.
(n) "Hardship" shall mean severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent (as defined in section 152(a) of the
Code) of the Participant, or loss of the Participant's property
due to casualty, or similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
the Participant, as determined by the Committee.
(o) "Incentive " shall mean the amount actually payable to a
Participant under an annual cash incentive program sponsored by
the Company, Allstate Insurance Company, Allstate New Jersey
Insurance Company, Allstate Bank or any other member of the
Controlled Group which adopts the Plan.
(p) "Investment" shall mean the elections made by Participants to make
allocations and reallocations of deferrals and Account balances
among the sub accounts described in Section 4.3(b), together with
accruals and adjustments reflecting the hypothetical experience of
the subaccounts.
(q) "Participant" shall mean an Eligible Employee who has an account
balance in the Plan.
(r) "Plan" shall mean The Allstate Corporation Deferred Compensation
Plan as set forth herein, and as amended from time to time in
accordance with Article VII hereof.
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(s) "Plan Year" shall mean the fiscal year of the Company, which is a
calendar year, for which eligibility is determined.
(t) "Separation from Service" means the termination of a Participant's
employment with any company in the Controlled Group for any reason
whatsoever, including retirement, resignation, dismissal or death,
but does not include a transfer of status to an employee agent or
to an Exclusive Agent Independent Contractor or Exclusive
Financial Specialist Independent Contractor for Allstate Insurance
Company, Allstate New Jersey Insurance Company, Allstate Life
Insurance Company or for any other member of the Controlled Group.
"Separation from Service" shall also mean the subsequent
termination of any Exclusive Agent Independent Contractor or
Exclusive Financial Specialist Independent Contractor agreement,
unless such termination results from acceptance of employment with
any member of the Controlled Group.
ARTICLE II
PARTICIPATION
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2.1 ELIGIBILITY
An Employee shall be an Eligible Employee if his Eligible Compensation
or his Eligible Salary is equal to or in excess of the Compensation
Floor for the Plan Year.
2.2 NOTICE OF ELIGIBILITY
The Committee shall notify each Eligible Employee no later than 30
days prior to the first business day of any Plan Year or as soon
thereafter as practicable, that he/she is entitled to become a
Participant in the Plan for such Plan Year.
2.3 PARTICIPATION ELECTION
(a) Each Eligible Employee may elect, in accordance with procedures
and during the time frames established by the Committee, to become
a Participant in the Plan for a Plan Year. The election must be
received by the Committee or its designated representative no
later than the last business day of the preceding calendar year or
such earlier date as determined by the Committee, and shall
specify the percentage of base salary and/or Incentive to be
deferred during the Plan Year. A Participant may not change
his/her deferral election for the Plan Year after the Plan Year
has commenced. However, a Participant may at any time irrevocably
elect to suspend deferrals in the Plan for the remainder of a Plan
Year, but only as to future deferrals of base salary.
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(b) Any person who the Committee determines to be an Eligible Employee
in the Plan Year in which he/she first becomes an Employee shall
be provided an opportunity within 30 days of employment to
participate in the Plan for that Plan Year.
ARTICLE III
DEFERRALS
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3.1 AMOUNT OF DEFERRAL
(a) Each Participant may elect to defer, in whole number percentages,
up to 80% of base salary for the Plan Year. No deferrals of base
salary will be recognized until Compensation in the Plan Year
reaches the Compensation Floor for the Plan Year.
(b) Each Participant may elect to defer, in whole number percentages,
up to 100% of the Incentive earned in the Plan Year and paid in
the calendar year following the Plan Year.
(c) Deferrals shall be recognized only after the Compensation Floor
for the Plan Year has been reached, and only after all other
deductions required by federal or state law or elected by the
Participant have been withheld. Deferrals may be reduced by the
Committee to the extent necessary to permit required or elected
withholdings.
(d) Except as provided in Section 3.1(e), if a Participant has elected
to defer Compensation for a Plan Year which would otherwise be
includible in the calculation of the Participant's pension benefit
under the Allstate Retirement Plan or the Agents Pension Plan for
such Plan Year the Company shall, prior to the end of such Plan
Year, refund such excess deferral to the Participant.
(e) To the extent a Participant is on leave of absence for all or part
of the Plan Year, and the Participant's Compensation less any
amounts deferred is less than the Compensation Floor for such
year, the Company shall, prior to the end of such Plan Year, pay
the Participant the lesser of:
(1) The amount deferred during the year; or
(2) The difference between (i) the Compensation Floor and (ii)
the amount of the Participant's Compensation less the amount
the Participant deferred.
3.2 EFFECTIVE DATE OF DEFERRAL
Compensation deferred shall be credited to a Participant's Account by
bookkeeping entry as set forth in Section 4.2.
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3.3 USE OF AMOUNTS DEFERRED
Amounts credited to Accounts shall be a part of the general funds of
the Company, shall be subject to all the risks of the Company's
business, and may be deposited, invested or expended in any manner
whatsoever by the Company.
ARTICLE IV
ACCOUNTS AND VESTING
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4.1 ESTABLISHMENT OF ACCOUNT
The Committee shall establish, by bookkeeping entry on the books of
the Company, an Account for each Participant. Accounts shall not be
funded in any manner.
4.2 CONTRIBUTIONS TO ACCOUNT
The Committee shall cause deferred Compensation to be credited by
bookkeeping entry to each Participant's Account as of the last day of
the month in which the Compensation or any cash amounts automatically
directed to this Plan otherwise would have been payable to the
Participant or, with respect to the Incentive, the day on which the
Incentive otherwise would have been payable to the Participant or, in
either case, as soon thereafter as is administratively practicable.
4.3 MAINTENANCE OF ACCOUNT BALANCES - SUBACCOUNT ELECTIONS
(a) Investment of deferrals shall be made among one or more of the
Subaccounts described in Section 4.3(b). Each Investment shall be
made in accordance with procedures established by the Committee
and shall specify that portion of the Participant's deferrals on
the date of such election to be invested in each Subaccount. In
its sole discretion, the Committee may withhold one or more of the
Subaccounts from Investment by Participants for a Plan Year or
Years. Investments of deferrals must be made in whole percentage
increments.
Each Account shall be adjusted, as applicable, to apply credits
for contributions, interest, dividend equivalents and other
earnings and to apply debits for Plan administration and
investment expenses, for losses and for distributions. All such
adjustments shall be bookkeeping entries reflecting hypothetical
experience for the Subaccounts in which Investments are made.
(b) The Subaccounts in which Investments may be made are:
(1) Subaccount #1 - SSgA(TM) SHORT TERM INVESTMENT FUND - a
diversified portfolio of short term fixed-income securities
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managed by State Street Global Advisors (SSgA(TM)). The
fund's objective is to maximize current income while
preserving capital and liquidity. The fund's yield reflects
short-term interest rates.
(2) Subaccount #2 - SSgA(TM) PASSIVE BOND MARKET INDEX SECURITIES
LENDING FUND SERIES A - a collective fund of fixed -income
securities managed by State Street Global Advisors
(SSgA(TM)). The fund invests in U.S. TreasurY, agency,
corporate, mortgage-backed, and asset-backed debt securities.
The fund's objective is to match the total rate of return of
the Lehman Aggregate Bond Index, a broad-based domestic bond
index composed of more than 5,000 debt securities with all
securities having an average life of at least one year. The
rate of return on the Bond Fund is influenced by, among other
things, changes in interest rates, the market price of bonds
and the financial stability of the issuers.
(3) Subaccount #3 - SSgA(TM) S&P 500 FLAGSHIP FUND SERIES A - a
collective fund managed by State Street Global Advisors
(SSgA(TM)), which invests in a diversified portfolio of
stocks in a broad array of large, established companies. The
fund's objective is to match the total rate of return of the
Standard & Poor's (S&P) 500 Index(1), which consists of 500
stocks chosen for market size, liquidity and industry group
representation. SSgA(TM) replicates the index by purchasing
all 500 component equities in the appropriate market-value
weighted proportions. The rate of return on the S&P 500(1)
Fund is influenced by the market price and dividends of the
stocks held in the fund.
(4) Subaccount #4 - DAILY EAFE SECURITES LENDING FUND SERIES A -
a fund, managed by State Street Global Advisors (SSgA(TM)),
which invests in a diversified portfolio of stocks outside of
North and South America. The fund's objective is to match the
total rate of returns and characteristics of the Morgan
Stanley Capital International (MSCI) Europe, Australia, Far
East (EAFE) Index. The index consists of more than 1,100
stocks in over 20 countries outside of North and South
America and represents approximately 60% of the total market
capitalization in those countries. SSgA(TM) employs an index
replication approach to construct a fund whose return tracks
the MSCI EAFE Index. The rate of return on the International
Equity Fund is influenced by the market price of the stocks
held in the fund, dividends and other income and foreign
currency exchange rates.
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(5) Subaccount #5 - SSgA(TM)RUSSELL 2000 INDEX SECURITIES LENDING
SERIES A - a collective fund managed by State Street Global
Advisors (SSgA(TM)), which invests in a diversified portfolio
of small capitalized U.S. stocks. The fund's objective is to
match the total rate of returns and characteristics of the
Russell 2000 Index, which consists of the smallest 2000 U.S.
securities in the Russell 3000 Index. SSgA(TM) employs an
index replication approach to construct a fund whose return
tracks the Russell 2000 index. The rate of return on the
Russell 2000 Fund is influenced by the market price and
dividends of the stocks held in the fund.
(c) A Participant may, in accordance with procedures established by
the Committee, change his Subaccount investment elections daily
regarding existing Account balances and future contributions. Any
reallocations of existing Account balances must be made in whole
percentage increments. If an election is received by the close of
the New York Stock Exchange on a business day, it will be
effective as of the next business day. Any reallocations of
existing Account balances made under this Plan will simultaneously
apply to any amounts the Participant may have deferred under
either The Allstate Corporation Deferred Compensation Plan for
Employee Agents or The Allstate Corporation Deferred Compensation
Plan for Independent Contractor Exclusive Agents.
4.4 VESTING
A Participant shall be fully vested in his/her Account at all times,
subject to Sections 3.3 and 8.2.
ARTICLE V
PAYMENTS
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5.1 EVENTS CAUSING ACCOUNTS TO BECOME DISTRIBUTABLE
(a) A Participant's Account shall become distributable upon
notification to the Plan of the Participant's Separation from
Service or, at the election of the Participant pursuant to Section
5.4, in one of the first through fifth years after Separation from
Service. In either event, the Participant may elect to receive
payment in a lump sum or in annual installments as provided in
Section 5.3.
(b) That portion of a Participant's Account determined to be necessary
to alleviate a demonstrated Hardship shall become distributable
upon the date of such determination, subject to Section 5.2, and
such determination shall be subject to the suspension of deferrals
in the
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Plan by the Participant for the remainder of the Plan Year and for
the next succeeding Plan Year.
(c) A Participant may make an irrevocable election prior to September
1, 1999, to receive a distribution as of the first day of any Plan
Year prior to Separation from Service, provided such date occurs
subsequent to the Plan Year in which the Participant first
participates in this Plan and at least three years after the date
the Participant makes an election pursuant to this Section 5.1(d).
In such case, that portion of the Participant's Account
attributable to Compensation deferred, and accruals thereon, after
the Committee receives such election shall become distributable on
the date elected. Any balance in the Participant's Account
remaining after any payment under this paragraph and any balance
in the Account attributable to participation in the Plan in any
year subsequent to the year in which a payout on such date certain
occurs, shall become distributable to the Participant as provided
in paragraphs (a), (b) or (d) of this Section.
(d) Effective September 1, 1999, a Participant may at any time
irrevocably elect to receive distribution of his/her entire
Account balance, subject to the forfeiture to the Company of 10%
of such Account balance and subject to suspension of deferrals in
the Plan by the Participant for the remainder of the Plan Year and
for the next succeeding Plan Year ("Suspension Period"). Such
election will cause any pending election of Incentive deferrals
payable during the Suspension Period to be voided. The
Participant's Account balance shall become distributable subject
to Section 5.2 following the date of such election.
(e) In the event of a Participant's death prior to distribution of
his/her entire Account balance, the remaining Account balance
shall become distributable following the date on which all events
have occurred which entitle the Beneficiary or Beneficiaries to
payment.
5.2 NOTICE OF ACCOUNT PAYMENT AND COMMENCEMENT OF DISTRIBUTION
The Committee or its appointed representative shall notify a
Participant or Beneficiary, as the case may be, as soon as practicable
after the first day of the month next following the date on which the
Account becomes distributable, that he/she is entitled to receive
payment from an Account, the balance of which shall be computed as of
the close of business on the last day of the month in which the
Account becomes distributable. Distribution of Account balances shall
commence as soon as practicable after the first day of the month next
following the date on which the Account becomes distributable.
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5.3 FORM OF PAYMENT
(a) Except as provided in paragraphs (c) and (d) of this Section 5.3
and Article VIII hereof, payments of Account balances to a
Participant shall be in the form of one lump sum payment or annual
cash installment payments over a period of from 2 to 10 years, at
the election of the Participant.
(b) The amount of each annual installment payable to a Participant who
has elected to receive installment payments shall be as follows:
The first annual installment payment shall, for a Participant who
has elected to receive installment payments commencing upon
his/her Separation from Service, be computed as of the close of
business on the last day of the month in which the Account becomes
distributable, and the amount of such payment shall equal his/her
Account balance as of such date, divided by the number of
installments including the one being paid. The first annual
installment payment shall, for a Participant who has elected to
receive installment payments commencing in one of the first
through fifth years after Separation from Service, be computed as
of the close of the first business day of the year preceding the
year in which the Account balance becomes distributable, and the
amount of such payment shall equal his/her Account balance as of
such date, divided by the number of installments including the one
being paid. Each subsequent installment payment shall be computed
as of the close of the last business day of the year thereafter,
and the amount of each subsequent payment shall equal his/her
remaining Account balance, divided by the number of remaining
installments including the one being paid. Interest accruals and
other adjustments shall continue with respect to the entire unpaid
Account balance, as provided in Section 4.3.
(c) In the event of a Participant's death prior to distribution of
his/her entire Account balance, the remaining Account balance
shall be paid in a lump-sum to the Participant's Beneficiary or
Beneficiaries, as soon as practicable after the date on which the
Account balance shall become distributable pursuant to Section
5.1(e).
(d) Notwithstanding the provisions of paragraph (b) above, if the
remaining unpaid Account balance is $5,000 or less on any date a
payment is to be made to a Participant, the payment shall be the
remaining unpaid Account balance.
5.4 DISTRIBUTION ELECTION
(a) Each Participant shall elect his/her desired form of payment,
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in accordance with procedures established by the Committee, at the
time of his/her initial participation election set forth in
Section 2.3.
(b) Except for distribution elections under Section 5.1(c) and (d),
each Participant may from time to time revise the terms of
distribution of the Participants Accounts, in accordance with the
procedures established by the Committee, provided that (i) the
revised notice of the desired form of payment shall be made by the
Participant no less than twelve months prior to the date on which
payment is to commence, but in any event no later than the day
before the date of the Participant's Separation from Service and
(ii) in any event, distribution of the Participant's Account shall
not commence earlier than twelve months after the Participant's
revised notice of the desired form of payment is made.
ARTICLE VI
ADMINISTRATION
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6.1 GENERAL ADMINISTRATION; RIGHTS AND DUTIES
The Board shall appoint the Committee, which, subject to the express
limitations of the Plan, shall be charged with the general
administration of the Plan on behalf of the Participants. The
Committee shall also be responsible for carrying out its provisions,
and shall have all powers necessary to accomplish those purposes,
including, but not by way of limitation, the following:
(a) To construe and interpret the Plan;
(b) To compute the amount of benefits payable to Participants;
(c) To authorize all disbursements by the Company of Account balances
pursuant to the Plan;
(d) To maintain all the necessary records for the administration of
the Plan;
(e) To make and publish rules for administration and interpretation of
the Plan and the transaction of its business;
(f) To make available to each Participant the current value of their
Account ;
(g) To delegate the administration of the Plan in accordance with its
terms to officers or employees of the Company, of Allstate
Insurance Company or of an independent consultant retained by the
Committee who the Committee believes to be reliable and competent.
The Committee may authorize officers or employees of the Company
or of Allstate Insurance Company to whom it has delegated duties
under the Plan to appoint other
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persons to assist the delegate in administering the Plan; and
(h) To refuse to accept the deferral of amounts the Committee or its
delegate considers too small to be administratively feasible.
The determination of the Committee as to any disputed question or
controversy shall be conclusive.
ARTICLE VII
PLAN AMENDMENTS AND TERMINATION
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7.1 AMENDMENTS
The Company shall have the right to amend this Plan from time to time
by resolutions of the Board or by the Committee, and to amend or
rescind any such amendments; provided, however, that no action under
this Section 7.1 shall in any way reduce the amount of Compensation
deferred or any accruals or other adjustments provided in section 4.3
up to and including the end of the month in which such action is
taken. Interest will continue to accrue as provided in Section 4.3.
All amendments shall be in writing and shall be effective as provided
subject to the limitations in this Section 7.1.
7.2 TERMINATION OF PLAN
Although the Company expects that this Plan will continue
indefinitely, continuance of this Plan is not a contractual or other
obligation of the Company, and the Company expressly reserves its
right to discontinue this plan at any time by resolutions of the
Board, effective as provided by the Board in such resolutions.
However, no such action shall in any way reduce the amount of
Compensation deferred or any accruals thereon, up to and including the
end of the month in which such action is taken. Accruals to Accounts
shall continue until distribution as provided in Section 4.3.
ARTICLE VIII
MISCELLANEOUS
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8.1 NOTIFICATION TO COMMITTEE
Any election made or notification given by a Participant pursuant to
this Plan shall be made in accordance with procedures established by
the Committee or its designated representative, and shall be deemed to
have been made or given on the date received by the Committee or such
representative.
8.2 PARTICIPANT'S EMPLOYMENT
Participation in this Plan shall not give any Participant the right to
be retained in the employ of the Company, Allstate Insurance Company
of any member of the Controlled Group, or any right or interest other
than as
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herein provided. No Participant or Employee shall have any right to
any payment or benefit hereunder except to the extent provided in this
Plan. The members of the Controlled Group expressly reserve the right
to dismiss any Participant without any liability for any claim against
them, except to the extent expressly provided herein.
8.3 STATUS OF PARTICIPANTS
This Plan shall create only a contractual obligation on the part of
the Company and shall not be construed as creating a trust or other
fiduciary relationship with Participants. Participants will have only
the rights of general unsecured creditors of the Company with respect
to Compensation deferred and interest credited to their Accounts.
8.4 OTHER PLANS
This Plan shall not affect the right of any Employee or Participant to
participate in and receive benefits under and in accordance with the
provisions of any other Company plans which are now or may hereafter
be in existence.
8.5 BENEFICIARIES AND CONTINGENT BENEFICIARIES
(a) Each Participant shall, in accordance with procedures established
by the Committee, designate one or more persons or entities
(including a trust or trusts or his/her estate) to receive any
balance in his/her Account, including accruals thereon, payable to
him/her under this Plan in the event of his/her death prior to
full payment thereof. The Participant may also designate a person
or persons as a Contingent Beneficiary who shall succeed to the
rights of the person or persons originally designated as
Beneficiary, in case the latter should die. He/she may from time
to time change any designation of Beneficiary or Contingent
Beneficiary so made, by submitting a new designation in accordance
with procedures established by the Committee. For purposes of this
Plan, any valid Beneficiary or Contingent Beneficiary designation
(or any change to such designation) made under this Plan, The
Allstate Corporation Deferred Compensation Plan for Employee
Agents or The Allstate Corporation Deferred Compensation Plan for
Independent Contractor Exclusive Agents (collectively, the
"Allstate Plans") shall be considered valid and applicable to
amounts deferred under the Allstate Plans in the aggregate. The
last valid designation made by a Participant under any of the
Allstate Plans, in accordance with procedures established by the
Committee, shall be controlling.
In the event a Participant designates a person other than his/her
spouse as Beneficiary of any interests under this Plan, the
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Participant's spouse shall sign a notarized statement
specifically approving such designation and authorizing the
Committee to make payment of such interests in the manner provided
in such designation.
(b) In the absence of such designation by the Participant, or in the
absence of spousal approval and authorization as herein above
provided, or in the event of the death, prior to or simultaneous
with the death of the Participant, of all Beneficiaries or
Contingent Beneficiaries, as the case may be, to whom payments
were to be made pursuant to a designation by the Participant, such
payments or any balance thereof shall be paid to the Participant's
spouse or, if there is no surviving spouse, to the Participant's
descendants, including adopted children (distributed in equal
shares) or, if there are no surviving descendants, to the
Participant's parents (distributed in equal shares) or, if there
are no surviving parents, to the Participant's sisters and
brothers (distributed in equal shares) or, if there are none, to
the estate of the Participant.
(c) In the event of the death, subsequent to the death of the
Participant, of a Beneficiary or Contingent Beneficiary, as the
case may be, to whom such payments were to be made or were being
made pursuant to a designation under this section, such payments
or any balance thereof shall be paid to the estate of such
Beneficiary or Contingent Beneficiary.
8.6 TAXES AND OTHER CHARGES
To the extent permitted by law, if the whole or any part of a
Participant's Account shall become the subject of any estate,
inheritance, income or other tax or other charge which the Company
shall legally be required to withhold and/or pay, the Company shall
have full power and authority to pay such tax or other charge out of
any monies or other property in its hands and charge such amounts paid
against the Account of the Participant whose interest hereunder is
subject to such tax or other charge. Prior to making any such payment,
the Company may require such releases or other documents from any
lawful authority as the Company shall deem necessary.
8.7 BENEFITS NOT ASSIGNABLE; OBLIGATIONS BINDING UPON SUCCESSORS
Benefits under this Plan and rights to receive the amounts credited to
the Account of a Participant shall not be assignable or transferable
and any purported transfer, assignment, pledge or other encumbrance or
attachment of any payments or benefits under this Plan shall not be
permitted or recognized. Obligations of the Company under this Plan
shall be binding upon successors of the Company.
8.8 ILLINOIS LAW GOVERNS; SAVING CLAUSE
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The validity of this Plan or any of its provisions shall be construed
and governed in all respects under and by the laws of the State of
Illinois. If any provisions of this Plan shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining
provisions hereof shall continue to be fully effective.
8.9 HEADINGS NOT PART OF PLAN
Headings and subheadings in this Plan are inserted for reference only,
and are not to be considered in the construction of the provisions
hereof.
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INDEX are trademarks of Standard & Poor's Corporation (S&P) and have been
licensed for use by State Street Bank and Trust Company. The product is not
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representation regarding the advisability of investing in this product.
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