EXHIBIT 10.32
UNIVERSAL CORPORATION
OUTSIDE DIRECTORS' DEFERRED INCOME PLAN
Universal Leaf Tobacco Company, Incorporated (the "Company") hereby
restates, effective as October 1, 1998, the Outside Directors' 1994 Deferred
Income Plan, with the plan restated as the Universal Corporation Outside
Directors' Deferred Income Plan (the "Plan"). The Plan is and shall remain,
unless later amended, a non-qualified deferred compensation program for the
non-employee directors of Universal Corporation (the "Outside Directors"). The
following shall constitute the terms and conditions of the restated Plan,
effective as of October 1, 1998, unless as otherwise provided.
A. Purpose and Administration
1. Statement of Purpose. The purpose of the Plan is to provide the
Outside Directors with recurrent opportunities to defer receipt of a portion of
their compensation as directors. Such deferrals, until a selected date certain
in the future, would apply to amounts which otherwise would be payable
currently.
2. Top Hat Plan. The Company intends that the Plan constitute an
unfunded "top hat" plan, within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended
from time to time ("ERISA"), and the rules and regulations thereunder,
maintained for the purpose of providing deferred compensation to the Outside
Directors. This plan shall not cover any person who is, or otherwise becomes, an
employee of the Company or its affiliated entities.
3. Plan Administration. Full discretionary power and authority to
construe, interpret and administer the Plan, and to change requirements for
eligibility and investment options, shall be vested in the Executive Committee
of the Company (the "Committee"). The Committee shall have the discretionary
authority to make determinations provided for, or permitted to be made, under
the Plan and to establish such rules and regulations, if any, that the Committee
deems necessary and appropriate for the ongoing administration and operation of
the Plan.
B. Eligibility
1. Eligible Persons. Participants in this plan shall consist solely of
the Outside Directors (individually or collectively sometimes referred to herein
as "Participant or Participants").
C. Deferral Elections
1. Agreements. The initial deferral agreement (the "Initial
Agreement"), in the form approved by the Committee (the initial version of the
form is attached to the Plan as Exhibit A), shall be executed by the Company and
each Participant to effectuate the deferrals described in Section 6(a) below.
Subsequent deferral agreements (the "Subsequent Agreements"), in the form
otherwise approved by the Committee, shall be executed by the Company and each
Participant, to effectuate the deferrals described in Section 6(b) below (the
Initial Agreement and the Subsequent Agreements are collectively referred to
herein as the "Deferral Agreements").
Execution of a Deferral Agreement between the Company and each
Participant shall constitute the sole means for each Participant to effectuate
deferral elections of compensation under the Plan. For purposes of the Plan,
"compensation" shall mean any Universal Corporation Director's fees, including
retainers and fees for Board and committee meetings (herein the "Compensation").
2. Deferral Elections.
(a) Initial Deferral. Each Participant eligible in 1994 could
elect in writing to defer an amount of Compensation, up to a maximum of one
hundred percent (100%) of Compensation, for the Plan's initial deferral period
of October 1, 1994 through September 30, 1995 (the "Initial Deferral Period" ).
(b) Subsequent Deferrals. Each Participant may elect in
writing to defer an amount of Compensation, up to a maximum of one hundred
percent (100%) of such Compensation, for the October 1 to September 30 Plan Year
next following such deferral election (the "Subsequent Deferral Period"). The
election with respect to Compensation for the Subsequent Deferral Period shall
be made in the month of September prior to the October 1 beginning of the next
Plan Year and Subsequent Deferral Period.
(c) New Participant Deferrals. Notwithstanding the September
30 deadline for deferral elections by existing Outside Directors, any new
Outside Director who is first eligible to participate in the Plan subsequent to
the beginning of a Plan Year and Subsequent Deferral Period may elect to defer
Compensation under the Plan for such Deferral Period, by filing an election with
the Company within thirty (30) days from the date on which such Outside Director
first becomes eligible to participate in the Plan. If such new Outside Director
elects not to participate for such Deferral Period, such Director may
nevertheless elect to defer Compensation for the next Subsequent Deferral Period
(beginning the next following October 1) during the next regular September
deferral election period.
D. Deferral Accounts
1. Deferral Account. The Company shall establish a deferral account in
the name of each Participant on its books and records which shall reflect, with
respect to each Plan Year, the amount of actual deferrals, and any earnings and
less any losses thereon (the "Adjustment") - as described in Section 3
hereinafter - as an unfunded liability of the Company to the Participant (such
actual deferral, plus or minus the Adjustment, is collectively referred to
herein as the "Deferral Account").
2. Irrevocability of Deferral Elections. Once a Participant elects to
defer Compensation pursuant to the terms of a deferral agreement, including
elections as to the amount and the timing and method of payment, such election
shall be irrevocably binding upon the Participant.
3. Investment Options. The Company has selected the following
investment funds for Participant designation under the Plan, which may be
modified from time to time by the Committee:
The Oppenheimer Capital Appreciation Fund;
The Oppenheimer Global Securities Fund;
The Massachusetts Mutual Equity Fund;
The Massachusetts Mutual Bond Fund;
The Massachusetts Mutual Money Market Fund;
The Dreyfus Stock Index Fund; and
The UVV Stock Index Fund.
The above funds, including any changes or additions thereto, shall be
referred to individually or collectively as an "Investment Option" or the
"Investment Options". Each Participant shall designate how each Deferral Account
(deferrals for a particular year) are to be hypothetically invested among the
Investment Options. The Company shall use the Participant's Investment Option
designations to calculate the Adjustment component of each Deferral Account. The
Participant may each change his or her investment election designation each
month, with regard to future contributions and current Deferral Accounts (either
by calling 1-800-999-6808 or by submitting an investment allocation form),
except as provided below. If a Participant changes his or her Investment Option
designation for either amounts then in a Deferral Account or future
contributions to be allocated to a Deferral Account, then (except as provided
below) such change shall supersede the previous designation for such Account,
effective as of the first day of the month following the date of such changed
election.
The Company shall begin crediting the Participant's Deferral Account
with an amount deferred by the Participant on the last day of the month in which
such Compensation otherwise would have been paid to such Participant. Further,
as to any amount later distributed from the Plan, the Company shall cease
crediting or debiting Adjustments to the Participant's Deferral Account on the
last day of the month of the applicable distribution as otherwise determined
under Section E (herein the "Valuation Date").
Notwithstanding any provisions hereof to the contrary, if a Participant
elects to hypothetically invest any portion of his or her Compensation in the
UVV Stock Index Fund, then the Company shall credit the Participant's Deferral
Account with the number of deferred stock units that are equal to 1) the amount
then to be invested in the UVV Stock Index Fund divided by the fair market value
of Universal Corporation common stock on the last day of the month in which the
related Compensation otherwise would have been paid to such Participant.
Then, until the later distribution of such Deferral Account, the number
of deferred stock units credited to the UVV Stock Index Fund portion of the
Deferral Account shall be increased on each date on which a dividend is paid on
Universal Corporation common stock. The number of additional deferred stock
units credited to the UVV Stock Index Fund portion of the Participant's Deferral
Account as a result of such deemed dividend shall be determined by (i)
multiplying the total number of deferred stock units (with fractional units
rounded off to the nearest thousandth) credited to the UVV Stock Index Fund
portion of such Deferral Account immediately before allocation of the dividend
by the per share value of the dividend (determined as of the dividend payment
date), and (ii) dividing the aggregate dividend value determined under (i) by
the fair market value of Universal Corporation common stock on the dividend
payment date.
Further, notwithstanding any provisions hereof to the contrary, a
Participant may only redirect his election of a deemed investment in the UVV
Stock Index Fund (as to any amounts previously credited to such Participant's
UVV Stock Index Fund under a Deferral Account) more than six months after (i)
electing to transfer any portion of any Deferral Account to the UVV Stock Index
Fund or (ii) transferring any amounts into any equity securities fund of
Universal Corporation under any employee benefit plan of the Company or its
affiliates.
Moreover, such Participant may only make an initial deemed investment
in the UVV Stock Index Fund, or redirect his election of deemed investment in
another Investment Option into the UVV Stock Index Fund (as to any amounts
previously credited to such Participant's other Investment Options) more than
six months after (i) electing to transfer any portion of any Deferral Account
out of the UVV Stock Index Fund (to other Investment Options) or (ii)
transferring any amounts out of any equity securities fund of Universal
Corporation under any employee benefit plan of the Company or its affiliates.
4. Plan Is Unfunded. Otherwise, while the allocation of investment
selections for each Participant shall be made among the Investment Options, the
Plan shall be and remain unfunded, and the Participants and the Plan shall have
absolutely no ownership interest in any Investment Option. The Company, for its
own account, may - but is not required to - invest the amounts represented by
the Deferral Accounts in the Investment Options (other than the UVV Stock Index
Fund, which shall remain uninvested). The Company shall be the sole owner of any
funds invested in any such Investment Option, as well as all amounts accounted
for in the Deferral Accounts, all of which shall at all times remain subject to
the claims of the Company's general, unsecured creditors.
E. Distributions
1. Pre-Deferral Irrevocable Payment Election. A Participant may
irrevocably elect to receive the distribution of a Deferral Account, established
with respect to a particular Plan Year's deferral, under one selected option
from the following alternatives:
(a) in a one-time partial distribution of a specified amount
as of a specified future Valuation Date that is more than five (5) years from
the date of execution of the related Deferral Agreement, with the remainder to
be distributed, as elected, in accordance with either subsection (c), (d), (e)
or (f) below, and with such partial distribution to be made on or before the
fifteenth day of the month following the specified Valuation Date;
(b) in a lump sum distribution of the entire related Deferral
Account on a specified future Valuation Date that is more than five (5) years
from the date of execution of the related Deferral Agreement, with payment made
on or before the fifteenth day of the month following the specified Valuation
Date;
(c) upon termination of service as an Outside Director, in a
lump sum distribution, with payment made on or before the fifteenth day of the
month following the Valuation Date next following termination of service;
(d) upon termination of service as an Outside Director, in
annual installment payments for a specified period of up to fifteen (15) years,
beginning or before the fifteenth day of the month following the Valuation Date
next following termination of service and continuing (to be paid) on each
subsequent anniversary date thereafter. Under this method, for example (assuming
a fifteen year payment election), the first year's distribution amount will
equal one-fifteenth (1/15) of the total accumulated Deferral Account under the
election, the second year's distribution will equal one-fourteenth (1/14) of the
remaining Deferral Account, and so forth;
(e) upon an anniversary of the Participant's termination of
service as an Outside Director selected by the Participant under the deferral
election (for example, 2 years after termination of service), in annual
installment payments thereafter for a specified period of up to fifteen (15)
years, beginning on or before the fifteenth day of the month following the
applicable anniversary date's Valuation Date and continuing to be paid as of
each subsequent anniversary of the Valuation Date thereafter. Under this method,
for example (assuming a fifteen year payment election), the first year's
distribution amount will equal one-fifteenth (1/15) of the total accumulated
Deferral Account, the second year's distribution will equal one-fourteenth
(1/14) of the remaining Deferral Account, and so forth; or
(f) upon the later of 1) termination of service as an Outside
Director or 2) a specified future date that is more than five (5) years from the
date of execution of the related Deferral Agreement, in annual installment
payments for a specified period of up to fifteen (15) years, beginning on or
before the fifteenth day of the month following the applicable specified or
post-termination Valuation Date, and continuing (to be paid) on each subsequent
anniversary date thereafter. Under this method, for example (assuming a fifteen
year payment election), the first year's distribution amount will equal
one-fifteenth (1/15) of the total accumulated Deferral Account, the second
year's distribution will equal one-fourteenth (1/14) of the remaining Deferral
Account, and so forth.
Otherwise, if any Participant files an otherwise sufficient deferral
election for any year that fails to properly select a distribution option, and
such distribution selection is not corrected by the deferral election deadline
for that year, then the Participant shall be deemed irrevocably to have selected
option (c), distribution upon termination of service as an Outside Director in a
lump sum distribution, with payment made on or before the fifteenth day of the
month following the applicable post-termination Valuation Date.
Further, notwithstanding the Participant's election of an irrevocable
deferred lump sum or deferred installment payment from the options above, the
distribution of any remaining Deferral Account to a Participant shall be
accelerated in the event of his or her permanent disability (under Section 2
below), death (under Section 3 below) or a "Change of Control", as defined
hereinafter (under Section 4 below); and, such distribution may be accelerated
in the event of an "Unforeseeable Emergency", as defined hereinafter (under
Section 5 below).
2. Payment in Event Participant Becomes Permanently Disabled. In the
event a Participant terminates service as an Outside Director as a result of
"total and permanent disability", in accordance with that term as otherwise
defined in the Company long term disability benefits plan, the accelerated
method of payment of such Participant's remaining Deferred Accounts under this
Plan shall be a lump sum distribution, with payment made on or before the
fifteenth day of the month following the Valuation Date coinciding with or next
following the determination of the Participant's total disability.
3. Payment in Event of Participant's Death. In the event a Participant
dies prior to the elected date for any payment (or remaining payment) of any
Deferral Account, the accelerated method of payment of a Participant's then
remaining Deferred Accounts shall be a lump sum distribution to the
beneficiary(ies) previously designated in writing by the Participant, with
payment made on or before the fifteenth day of the month following the Valuation
Date coinciding with or next following the Participant's death.
Each Participant shall designate in writing a beneficiary (or
beneficiaries) to whom the death benefits hereunder are to be paid (should the
Participant die prior to receiving complete distribution of his or her Deferral
Accounts). A Participant may change his or her beneficiary designation at any
time, by filing a revised and executed beneficiary designation form with the
Committee (which shall only be effective upon receipt by the Committee).
If a Participant fails to designate any beneficiary as provided for
above, if no designated beneficiary survives the Participant or if each
designated beneficiary dies before the distribution of all payments otherwise
due hereunder with respect to any deceased Participant, the Company shall pay
any remaining Deferral Accounts of the Participant to the Participant's estate.
4. Payment in Event of Change of Control. Upon the Occurrence of a
"Change of Control", as defined below, with respect to either a Participant who
continues to serves as an Outside Director or a Participant who has terminated
service as an Outside Director (whether receiving payments currently hereunder
or with deferred payments pending under prior elections), the Company shall pay
such Participant his or her remaining Deferral Accounts in a lump sum
distribution, with payment made on or before the fifteenth day of the month
following the Valuation Date coinciding with or next following the date of the
Change of Control.
For the purpose of this Plan, a "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended, (the "Exchange Act"))(hereunder a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (i) the then outstanding shares of Common Stock of
Universal Corporation (the "Outstanding Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of Universal Corporation
entitled to vote generally in the election of directors of Universal Corporation
(the "Outstanding Voting Securities"); provided that, however, for purposes of
this subsection (a), the following acquisitions shall not constitute a Change of
Control hereunder: (i) any acquisition directly from Universal Corporation, (ii)
any acquisition by Universal Corporation, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by Universal Corporation
or any corporation controlled by Universal Corporation or (iv) any acquisition
by any corporation pursuant to a transaction which complies with clauses (i),
(ii) and (iii) of subsection (c) below;
(b) Individuals who, as of October 1, 1994, constitute the
Board of Directors of Universal Corporation (the "Incumbent Board") cease, for
any reason, to constitute at least a majority of such Board; provided, however,
that any individual becoming a director subsequent to October 1, 1994, whose
election, or nomination for election, by the shareholders of Universal
Corporation, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest 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 of Directors of Universal Corporation;
(c) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all, or substantially all, of the assets of
Universal Corporation (a "Business Combination") in each case, unless, following
such Business Combination: (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding Common
Stock and Outstanding Voting Securities immediately prior to such Business
Combination 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 (including, without limitation, a
corporation which, as a result of such transaction, owns Universal Corporation
or all or substantially all of the assets of Universal Corporation, either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership immediately prior to such Business Combination of
the Outstanding Common Stock and Outstanding Voting Securities, as the case may
be; (ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of Universal
Corporation or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination and the combined voting power of the then outstanding
voting securities of such corporation, except to the extent that such ownership
existed prior to the Business Combination; and (iii) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination; or
(d) Approval by the shareholders of Universal Corporation of a
complete liquidation or dissolution of Universal Corporation.
5. Payment in Event of Unforeseeable Emergency.
(a) A distribution of a portion of a Participant's Deferral
Account because of an Unforeseeable Emergency shall be permitted only to the
extent required by the Participant to satisfy the Participant's emergency need.
Whether an Unforeseeable Emergency hereunder has occurred will be determined
solely by the Committee, which has the complete and exclusive discretion and
authority to make such determination. Distributions in the event of an
Unforeseeable Emergency may be made by and with the approval of the Committee,
upon written request submitted by the Participant.
b) An "Unforeseeable Emergency" hereunder is defined as a
severe financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or of a dependent of the
Participant, loss of the Participant's property due to casualty or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the Participant's control. The circumstances that will constitute an
Unforeseeable Emergency will depend upon the facts of each situation, but, in
any event, any distribution under this Section shall not exceed the remaining
amount required by the Participant to resolve the hardship after: (i)
reimbursement or compensation through insurance or otherwise; (ii) obtaining
liquidation of the Participant's assets, to the extent such liquidation would
not itself cause a severe financial hardship; and (iii) suspension of current
deferrals under the Plan.
F. Participants ' Rights
1. Participant Rights in the Unfunded Plan. Any liability of the
Company to any Participant with respect to any benefit hereunder shall be based
solely upon the contractual obligations created by the Plan and the related
Deferral Agreements (collectively, the "Agreements"). No such obligation shall
be deemed to be secured by any pledge or any encumbrance on any property of the
Company. No Participant shall have any rights under the Plan other than those of
a general unsecured creditor of the Company. Any assets segregated or otherwise
identified by the Company for the purpose of paying benefits pursuant to the
Plan nevertheless remain general corporate assets subject to the claims of the
general creditors of the Company, and are not held in trust by the Company for
the benefit of Plan Participants.
2. Benefits Not Assignable. Except as otherwise provided for under
Section E.3., each Participant's rights under the Plan shall be non-transferable
and non-assignable. Subject to the exceptions provided under this Plan, no
benefit which shall be payable to any person (including a Participant or
Beneficiary) shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge. Any such attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge such
benefits shall be void. Further, no such benefit shall in any manner be liable
for, or subject to, the debts, contracts, liabilities, engagements or torts of
any such person, nor shall it be subject to attachment or legal process for or
against such person, and the same shall not be recognized, except to such extent
as may be required by law.
G. The Company's Reservation of Rights
1. Amendment or Termination of Plan. The Company retains the right, at
any time and in its sole and exclusive discretion, to amend or terminate the
Plan, in whole or in part, without restriction. Any amendment of the Plan shall
be approved by the Board of Directors of the Company or its authorized delegate,
shall be in writing and shall be communicated within thirty (30) days of its
adoption to the Participants. Notwithstanding the above, the Committee shall
have and retain the authority to change the requirements of eligibility and to
modify the Investment Options hereunder.
Notwithstanding the above, no amendment of the Plan shall substantially
impair or curtail the Company's contractual obligations under the Plan arising
from Deferral Agreements previously executed as to deferrals completed and
benefits accrued prior to such amendment.
Further, notwithstanding any other provision herein to the contrary, in
the event of Plan termination, full payment of all remaining Deferral Accounts
shall be completed not later than the last business day of the third calendar
month following the month in which the Plan termination is made effective.
H. Claims Procedures and Committee Determinations
1. Claims Procedure. Any claim by a Participant or his or her
Beneficiary (hereafter the "Claimant") for benefits shall be submitted in
writing to the Committee. The Committee shall be responsible for deciding
whether such claim is payable, or the claimed relief otherwise is allowable,
under the provisions and rules of the Plan (a "Covered Claim"). The Committee
otherwise shall be responsible for providing a full review of the Committee's
decision with regard to any claim, upon a written request.
Each claimant or other interested person shall file with the Committee
such pertinent information as the Committee may specify, and in such manner and
form as the Committee may specify; and, such person shall not have any rights or
be entitled to any benefits, or further benefits, hereunder, as the case may be,
unless the required information is filed by the Claimant or on behalf of the
Claimant. Each Claimant shall supply, at such times and in such manner as may be
required, written proof that the benefit is covered under the Plan. If it is
determined that a Claimant has not incurred a Covered Claim or if the Claimant
shall fail to furnish such proof as is requested, no benefits, or no further
benefits, hereunder, as the case may be, shall be payable to such Claimant.
Notice of any decision by the Committee with respect to a Claim
generally shall be furnished to the Claimant within ninety (90) days following
the receipt of the claim by the Committee (or within ninety (90) days following
the expiration of the initial ninety (90) day period in any case where there are
special circumstances requiring extension of time for processing the claim). If
special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished by the Committee to the
Claimant.
Commencement of benefit payments shall constitute notice of approval of
a claim to the extent of the amount of the approved benefit. If such claim shall
be wholly or partially denied, such notice shall be in writing. If the Committee
fails to notify the Claimant of the decision regarding his or her claim in
accordance with the "Claims Procedure" provisions, the claim shall be "deemed"
denied; and, the Claimant then shall be permitted to proceed with the claims
review procedure provided for herein.
Within sixty (60) days following receipt by the Claimant of notice of
the claim denial, or within sixty (60) days following the date of a deemed
denial, the Claimant may appeal denial of the claim by filing a written
application for review with the Committee. Following such request for review,
the Committee shall fully review the decision denying the claim. The decision of
the Committee then shall be made within sixty (60) days following receipt by the
Committee of a timely request for review (or within one hundred and twenty (120)
days after such receipt, in a case where there are special circumstances
requiring an extension of time for reviewing such denied claim). The Committee
shall deliver its decision to the Claimant in writing. If the decision on review
is not furnished within the prescribed time, the claim shall be deemed denied on
review.
2. Committee Determinations Final. For all purposes under the Plan, the
decision with respect to a claim (if no review is requested) and the decision
with respect to a claims review (if requested), shall be final, binding and
conclusive on all Participants, Beneficiaries and other interested parties, as
to all matters relating to the Plan and Plan benefits. Further, each claims
determination under the Plan shall be made in the absolute and exclusive
discretion and authority of the Committee.
I. Miscellaneous Provisions
1. Plan Year. The Plan Year shall begin on October 1 each year and end
on September 30 of the following year.
2. Tax Withholding. The Company shall withhold from any payment made by
it under the Plan such amount or amounts as may be required for purposes of
complying with the tax withholding or other provisions of the Internal Revenue
Code of 1986, as amended, the Social Security Act, as amended, or any federal,
state or local income or employment tax provision; or otherwise, for purposes or
paying any estate, inheritance or other tax attributable to any amounts payable
hereunder.
3. Participant's Incapacity. If, in the Committee's opinion, a
Participant or other person entitled to receive benefits under the Plan is in
any way incapacitated so as to be unable to manage his or her financial affairs,
then the Committee may make such payment(s) into a separate, interest-bearing
account established for the benefit of, and on behalf of, the Participant or
other recipient, for release at such time as a claim is made by a conservator or
other person legally charged with the care of his or her person or of his or her
estate, as applicable. Thereafter, any benefits payable under the Plan shall be
made to such conservator or other person legally charged with the care of his or
her person or estate.
4. Independence of Plan. Except as otherwise expressly provided herein,
this Plan shall be independent of, and in addition to, any other agreement for
the provision of services or rights that may exist, from time to time, between
the parties hereto.
5. Responsibility for Legal Effect. Neither the Committee nor the
Company makes any representations or warranties, express or implied, or assumes
any responsibility, concerning the legal, tax or other implications or effects
of this Plan.
6. Successors, Acquisitions, Mergers, Consolidations. The terms and
conditions of the Plan and each Deferral Agreement thereunder shall inure to the
benefit of, and bind, the Company and the Participants, and their successors,
assigns and personal representatives.
7. Controlling Law. The Plan shall be construed in accordance with the
laws of the Commonwealth of Virginia to the extent not preempted by laws of the
United States of America.
WITNESS the following signature this 9th day of November, 1998.
/s/ William L. Taylor
---------------------------
William L. Taylor, Vice President