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EXHIBIT 10(j)
BOATMEN'S BANCSHARES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
WHEREAS, Boatmen's Bancshares, Inc., a Missouri corporation
("Boatmen's"), desires to provide a select group of employees with
the opportunity to defer a portion of the salary and incentive
compensation to be earned by them.
WHEREAS, Boatmen's adopted the Boatmen's Executive Deferred
Compensation Plan (the "Plan") on August 8, 1989, effective for
deferrals of salary attributable to services rendered on or after
January 1, 1990.
WHEREAS, Boatmen's adopted the Boatmen's Executive Deferred
Bonus Plan (the "Bonus Deferral Plan") on September 1, 1995.
WHEREAS, Boatmen's desires to amend the Plan to incorporate
the Bonus Deferral Plan, to make certain additional amendments with
respect to the Plan, and to restate the Plan in its entirety.
THEREFORE, effective February 8, 1996, Boatmen's hereby amends
the Bonus Deferral Plan to incorporate it into the Plan and amends
and restates the Plan as follows:
ARTICLE I. DEFINITIONS
Section 1.1. "Additions" means all amounts credited to the
Participant's Deferred Compensation Account pursuant to Article IV
herein.
Section 1.2. "Annual Bonus" means any incentive award
measured over a period not to exceed one year, payable by the
Corporation to the Participant with respect to the Participant's
services during such period.
Section 1.3. "Base Salary" means the salary paid to a
Participant by the Corporation with respect to services performed
during any particular Plan Year before any reduction pursuant to
this Plan, including commissions and amounts deferred by the
Participant under the Boatmen's Thrift Incentive 401(k) Plan and
pursuant to any salary reduction agreement under Section 125 of the
Code.
Section 1.4. "Beneficiary" means any person (including but
not limited to any trust, estate, fiduciary, corporation,
foundation, but excluding the Participant) designated by the
Participant in a written document delivered to the Corporation to
receive any benefit under the Plan after the death of the
Participant all in accordance with the provisions herein. In the
event the Participant fails to designate a beneficiary or if no
such designated beneficiary is living upon
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the death of the Participant or if, for any reason, such
designation shall be legally ineffective, then in any of said
events the amounts which would have been paid to the designated
living beneficiary shall be paid to the trustee of the
Participant's revocable living trust, and if none to the trustee of
the Participant's testamentary trust, and if none to the personal
representative of the estate of the Participant.
Section 1.5. "Board of Directors" means the Board of
Directors of Boatmen's.
Section 1.6. "Boatmen's" means Boatmen's Bancshares, Inc., a
Missouri corporation.
Section 1.7. "Bonus Compensation" means the Annual Bonus and
Long-Term Incentive Award eligible for deferral under the Plan.
Section 1.8. "Code" means the Internal Revenue Code of 1986,
as amended.
Section 1.9. "Committee" means the Boatmen's Bancshares, Inc.
Compensation Committee.
Section 1.10. "Compensation" means (i) Base Salary, and (ii)
Bonus Compensation.
Section 1.11. "Corporation" means Boatmen's and, unless the
context requires otherwise, all its subsidiaries and affiliates.
Section 1.12. "Deferral Amount" means the portion of
Compensation which the Participant elects to defer under the Plan
for any Plan Year or Performance Period, as applicable.
Section 1.13. "Deferred Compensation Account" means a
bookkeeping account maintained by the Corporation for each
Participant which reflects accumulated Deferral Amounts of the
Participant, plus Additions thereto, calculated as set forth in
Article IV herein.
Section 1.14. "Disability" means such physical or mental
disability as, in the opinion of a physician selected by the
Committee, will prevent the Participant from ever resuming work of
the same general nature as that which the Participant performed for
the Corporation immediately prior to the Participant's disability
or the duties of such other position or job which the Corporation
makes available to the Participant and for which the Participant is
qualified by reason of the Participant's training, education or
experience.
Section 1.15. "Employee" means an employee of the
Corporation.
Section 1.16. "Long-Term Incentive Award" means any cash
incentive award measured over a period of greater than one year,
payable by the Corporation to the Participant with respect to the
Participant's services during such period.
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Section 1.17. "Participant" means any Employee who meets the
requirements specified in, and is selected for participation as
provided in, Article II herein.
Section 1.18. "Performance Period" means the period over
which performance is measured for purposes of determining the Bonus
Compensation payable by the Corporation to the Participant. The
Performance Period for the Annual Bonus shall be equal to or less
than one year and the Performance Period for the Long-Term
Incentive Award shall be greater than one year.
Section 1.19. "Plan" means this Boatmen's Bancshares, Inc.
Executive Deferred Compensation Plan.
Section 1.20. "Plan Year" means any twelve-month period
commencing January 1.
Section 1.21. "Retirement" means the termination of
employment from the Corporation on or after attainment of age 55.
Section 1.22. "Severe Financial Hardship" means any financial
hardship resulting from extraordinary and unforeseeable
circumstances arising as a result of one or more recent events
beyond the control of the Participant, which is not or may not be
relieved (i) through reimbursement or compensation by insurance or
otherwise; (ii) by liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself cause Severe
Financial Hardship; and (iii) by cessation of deferrals under the
Plan. Severe Financial Hardship shall not include, by way of
illustration only, financial hardship occasioned by a child's
college tuition or the purchase of a home.
ARTICLE II. ELIGIBILITY
Section 2.1. Subject to the provisions of Section 2.2 herein,
the Committee shall have the exclusive power to designate, on an
annual basis, Participants from among those Employees who are
eligible for participation in the Plan.
Section 2.2. Eligibility for participation in the Plan shall
be limited to a select group of Employees of the Corporation who
are management or highly compensated employees within the meaning
of Section 201(2) of the Employees Retirement Income Security Act
of 1974, as amended.
Section 2.3. Participants designated to participate in the
Plan by the Committee shall indicate his or her agreement to the
terms of the Plan by executing a Participation Agreement, the form
of which is attached hereto as Exhibit A.
Section 2.4. If an Employee ceases to be eligible for
participation in the Plan for any reason prior to his termination
of employment with the Corporation, the Participation Agreement
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shall be terminated and no further benefit shall accrue under the
Plan except as herein expressly granted.
ARTICLE III. DEFERRAL OF COMPENSATION
Section 3.1. Subject to the terms of the Plan, the
Participant shall have the right to elect to defer, in increments
of one percent (1%), (a) not less than two percent (2%) nor greater
than thirty percent (30%) of the Participant's Base Salary for the
Plan Year to which such election relates, and (b) not less than ten
percent (10%) of the Participant's Bonus Compensation for the
Performance Period to which such election relates; provided,
however, that an Employee who first becomes eligible, and is
designated, to participate in the Plan after the commencement of a
Plan Year or Performance Period may only, with respect to such Plan
Year or Performance Period, as applicable, elect to defer that
portion of the Employee's Compensation which is attributable to
services to be rendered after the filing of the Deferral Election
Form(s) pursuant to Section 3.2 herein. The Deferral Election
Form(s) shall be in the form attached hereto as Exhibit B through
Exhibit D.
Section 3.2. The Participant shall notify the Corporation of
the election to defer a portion of the Participant's Compensation
for any Plan Year or Performance Period, as applicable, by
completing a Deferral Election Form(s).
Section 3.3. For deferrals of Compensation to be effective,
a separate Deferral Election Form for Base Salary, Annual Bonus and
Long-Term Incentive Award, as applicable, must be received by the
Corporation as follows: (i) for deferrals of Base Salary, prior to
the first day of the Plan Year; and (ii) for deferrals of Bonus
Compensation, within 30 calendar days after an eligible Employee is
selected during the current Performance Period to which the
election relates to participate in a cash incentive award bonus
plan of the Corporation; provided, however, in the event an
Employee first becomes eligible, and is designated, for
participation in the Plan after the commencement of a Plan Year or
Performance Period, such Employee must, in order to participate in
the Plan for the remainder of such Plan Year or Performance Period,
submit a Deferral Election Form(s) to the Corporation within 30
calendar days after the Employee becomes eligible to participate in
the Plan during such partial Plan Year or Performance Period and
such election shall be effective for Compensation attributable to
services to be rendered after the date of the Deferral Election
Form(s).
Section 3.4. An election to defer Compensation under the Plan
shall be irrevocable by the Participant with respect to the Plan
Year or Performance Period to which such election relates.
Section 3.5. The Compensation deferred under the Plan shall
be credited to the Participant's Deferred Compensation Account no
later than the last day of the month in which such Deferral Amount
would otherwise have been paid to the Participant.
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ARTICLE IV. ADDITIONS TO DEFERRAL AMOUNTS
Section 4.1. The Corporation, on the last day of each month
preceding the final distribution of benefits to the Participant,
will credit the Participant's Deferred Compensation Account with
Additions thereto. Additions shall be calculated by multiplying
the balance of the Deferred Compensation Account as of the last day
of each month by a rate which shall be equal to one-twelfth of the
ten-year U.S. Treasury Bond rate on October 31 of the preceding
Plan Year, as determined by the Committee; provided, however, that
with respect to the deferral of Bonus Compensation for the
Performance Period(s) ending December 31, 1995, Additions to the
Participant's Deferred Compensation Account during 1996 shall be
calculated by multiplying the balance of the Deferred Compensation
Account attributable to such Bonus Compensation as of the last day
of each month during that year by a rate which shall be equal to
one-twelfth of the ten-year U.S. Treasury Bond rate on August 31,
1995, as determined by the Committee.
ARTICLE V. PAYMENT OF DEFERRAL AMOUNTS
Section 5.1. Except as otherwise provided in this Article V,
the Deferral Amount and Additions thereto for each Plan Year or
Performance Period, as applicable, shall be payable to the
Participant at the time and in the manner specified in the
Participation Agreement of the Participant and the Deferral
Election Form(s) submitted by the Participant for such Plan Year or
Performance Period.
Section 5.2. The Deferral Amount and Additions thereto for
each Plan Year shall be payable at the time and in the manner
specified below:
(a) Unless otherwise elected by the Participant as provided
in Section 5.2(b) below, all amounts in the Participant's
Deferred Compensation Account shall be payable to the
Participant upon his Retirement in one of the following
forms, as irrevocably elected by the Participant in the
Participation Agreement:
(i) a lump sum payable during the January following
the effective date of the Participant's
Retirement, or
(ii) in a series of substantially equal yearly
installments over a five, ten or fifteen year
period payable in January of the year following
the year in which the Participant's Retirement
is effective and each January thereafter;
provided, that, in the event the amount payable
is $50,000 or less, a lump sum payment under
Section 5.2(a)(i) shall be made instead.
(b) Each Plan Year or Performance Period, as applicable, a
Participant may irrevocably elect to have the Deferral
Amount and Additions thereto for such Plan Year or
Performance Period payable in a lump sum at least five
years but not longer than fifteen years following the end
of such Plan Year or Performance
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Period, as specified in the Deferral Election Form;
provided, however, that if the Participant's employment
with the Corporation is terminated by reason of
Retirement prior to the distribution to the Participant
of all or part of his Deferred Compensation Account, the
balance shall be paid to the Participant in accordance
with Section 5.2(a).
(c) Notwithstanding the election(s) made by the Participant
on the Participation Agreement and the Deferral Election
Form(s), if the Participant's employment by the
Corporation is terminated by reason of the Participant's
death or Disability, then all amounts in the Participant's
Deferred Compensation Account shall be payable to the
Participant or the Participant's Beneficiary, as
applicable, in one lump sum payable no later than 30 days
after the Participant's termination of employment with the
Corporation. If death occurs after Retirement, then all
amounts in the Participant's Deferred Compensation Account
shall be payable to the Participant's Beneficiary in one
lump sum, payable no later than 30 days after notification
of the Participant's death.
(d) Notwithstanding the election(s) made by the Participant
on the Participation Agreement and the Deferral Election
Form(s), if the Participant's employment by the
Corporation is terminated for any reason other than the
Participant's Retirement, death or Disability, then all
amounts in the Participant's Deferred Compensation Account
shall be payable to the Participant in one lump sum
payable during the January following the effective date
of the Participant's termination of employment with the
Corporation.
Section 5.3. The Committee shall have the authority to alter
the timing or manner of payment of Deferral Amounts and Additions
thereto in the event that the Participant establishes, to the
satisfaction of the Committee, the existence of a Severe Financial
Hardship. In the event of a Severe Financial Hardship, the
Committee may, in its sole discretion, take any one or more of the
following actions to the extent reasonably necessary to satisfy the
hardship:
(a) Authorize the cessation of deferrals by the Participant
under the Plan for the remainder of the Plan Year or
Performance Period to which the most recent Deferral
Election Form relates; or
(b) Provide that all, or a portion, of the amounts in the
Deferred Compensation Account shall immediately be paid
to the Participant in a lump sum cash payment; or
(c) Provide for such other payment schedule as deemed
appropriate by the Committee under the circumstances.
The Committee's determination as to the existence of a Severe
Financial Hardship and the actions to be taken as a result thereof
shall be final, conclusive and non-appealable.
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ARTICLE VI. CLAIMS
Section 6.1. If a claim for benefits under the Plan is
denied, the Committee will provide a written notice of the denial
setting forth the specific reasons for the denial, a description of
any additional material or information necessary for a claimant to
perfect a claim, and an explanation of why such material or
information is necessary and appropriate information as to the
steps to be taken for a claim to be submitted for review. A
claimant may request a review of a denial. Such request should be
submitted to the Committee, in writing, within 60 days after
receipt of the denial notice stating the reasons for requesting the
review. A claimant may review pertinent documents and submit
issues and comments in writing. A decision will be made on the
review of the denial of a claim not later than 60 days after the
Committee's receipt of a request for review unless specific
circumstances require an extension of time for processing, in which
case a decision shall be rendered as soon as possible but not later
than 120 days after the receipt of a request for review. The
decision on review will be in writing to the claimant and shall
include specific reasons for the decision.
ARTICLE VII. ADMINISTRATION
Section 7.1. The Plan shall be administered by the Committee.
The Committee shall administer the Plan in accordance with its
terms and shall have all powers necessary to carry out the
provisions of the Plan, including the power, in its sole
discretion, to accelerate the payment of benefits under the Plan to
any Participant or Beneficiary as provided in Section 5.3 hereof.
Section 7.2. The Committee shall, with respect to the general
management of the Plan, have the sole, final and absolute right to
reconcile any inconsistency in the Plan, to interpret and construe
the provisions of the Plan in all particulars in such manner and to
such extent as it deems proper and to take all action and make all
decisions and determinations necessary under the Plan or in
connection with its administration, interpretation and application.
Any interpretation or construction placed upon any term or
provision of the Plan by the Committee, any decision of the
Committee with regard to the eligibility of an employee to become
a Participant, the rights of a Participant, former Participant or
Beneficiary or any other person, any reconciliation of an
inconsistency in the Plan made by the Committee and any other
action, determination or decision whatsoever taken by the
Committee, shall be final, conclusive and binding upon all persons
or parties interested or concerned in the Plan.
ARTICLE VIII. MISCELLANEOUS
Section 8.1. The Corporation shall maintain a record of each
Participant's accumulated Deferral Amounts and Additions thereto by
means of a Deferred Compensation Account.
Section 8.2. The Plan shall create a contractual obligation
on the part of the Corporation to make payment from the
Participants' Deferred Compensation Account when due.
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Section 8.3. If a Participant becomes entitled to a
distribution of benefits under the Plan, and if at such time the
Participant has outstanding any debt, obligation, or other
liability representing an amount owing to the Corporation, then the
Corporation may offset such amount so owing against the amount of
benefits otherwise distributable. Such determination shall be made
by the Committee.
Section 8.4. No Participant or party claiming an interest in
Deferral Amounts and Additions thereto shall have any interest
whatsoever in any specific asset of the Corporation. To the extent
that any person acquires the right to receive payment of benefits
from the Corporation under the Plan, such right shall be no greater
than the rights of any unsecured general creditor of the
Corporation.
Section 8.5. Neither the Participant, his Beneficiary, heirs,
assigns, trust, estate, nor any other person claiming through or
under the Participant shall have any right to commute, encumber or
dispose of the right to receive payments hereunder, all of which
payments and the right thereto are expressly declared to be non-
assignable and any such attempt at assignment shall be void and of
no effect.
Section 8.6. No provision of the Plan nor any action taken
hereunder shall be construed as giving the Participant any right to
be retained in the employ of the Corporation.
Section 8.7. The Corporation shall, to the extent permitted
by law, have the right to deduct from any payments of any kind with
respect to the benefit otherwise due to the Participant any
federal, state or local taxes of any kind required by law to be
withheld from such payments.
Section 8.8. The Plan shall be governed and construed in
accordance with the laws of the State of Missouri. In the event
any provision of the Plan is held invalid, void or unenforceable,
the same shall not affect, in any respect whatsoever, the validity
of any other provision of the Plan.
ARTICLE IX. TERMINATION AND AMENDMENT
Section 9.1. The Committee shall have full power and
authority to amend, modify, alter or terminate the Plan in whole or
in part; provided, however, that any such termination, modification
or amendment shall not terminate or diminish any rights or benefits
accrued by a Participant under the Plan as of the effective date of
any such termination, modification or amendment.
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EXHIBIT A
BOATMEN'S EXECUTIVE DEFERRED
COMPENSATION PLAN
PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered as of the date stated below,
by and between Boatmen's Bancshares, Inc. ("Boatmen's"), a Missouri
corporation, and ------------------------ ("Participant").
Boatmen's and the Participant mutually agree as follows:
1. The Participant has received a copy of the Boatmen's
Executive Deferred Compensation Plan ("Plan") and has read
and understands the Plan.
2. By completion of this Agreement and the accompanying
Deferral Election Form(s), the Participant agrees to
comply with the terms of the Plan in all respects.
3. All provisions of the Plan are hereby made a part of this
Agreement. If there is any conflict between the terms of
this Agreement and the terms of the Plan, the Plan shall
govern.
4. The Participant elects to defer the percentage of his/her
Compensation (as defined in the Plan) indicated on the
accompanying Deferral Election Form(s).
5. Subject to the terms of the Plan, for each subsequent Plan
Year and/or Performance Period (as such terms are defined
in the Plan), the Participant shall have the right to make
a similar election to defer a portion of his/her Base
Salary and Bonus Compensation.
6. The Participant is in no way obligated to make a deferral
election in any Plan Year or Performance Period, as
applicable, and the failure to elect for any Plan Year or
Performance Period will not affect the Participant's right
to do so in any subsequent Plan Year or Performance
Period.
7. The Participant's Deferral Election Form(s) must be
received by Boatmen's no later than the date(s) specified
in the Plan. Any Deferral Election Form received after
said date(s) shall be of no effect for purposes of the
Plan.
8. Each Deferral Election Form, signed and dated by the
Participant, shall be irrevocable.
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9. Subject to the terms of the Plan, the Participant hereby
elects to have all amounts in his/her Deferred
Compensation Account (as defined in the Plan) payable
following his/her Retirement (as defined in the Plan)
---------
pursuant to the following benefits payment schedule:
------ single lump sum;
------ substantially equal yearly installments over a
five (5) year period;
------ substantially equal yearly installments over a
ten (10) year period; or
------ substantially equal yearly installments over a
fifteen (15) year period.
The Participant understands that the foregoing election shall
be irrevocable. The Participant further understands that, in
accordance with the Plan, benefits payable prior to his/her
Retirement shall be paid in a single lump sum.
10. The Participant designates the following person as his/her
Beneficiary (as defined in the Plan) under the Plan:
Name: ---------------------------------------------
Address: ---------------------------------------------
---------------------------------------------
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Relationship to
the Participant: -------------------------------------
11. The Participant has the right to change his/her Beneficiary at
any time by notifying Boatmen's in writing of such change in
Beneficiary.
BOATMEN'S BANCSHARES, INC.
By:----------------------------------- Date:-----------------------
By:----------------------------------- Date:-----------------------
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EXHIBIT B
BOATMEN'S BANCSHARES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
BASE SALARY DEFERRAL ELECTION FORM
-------- PLAN YEAR
Please complete this form and return a signed copy to the [insert
title of the designated individual] of Boatmen's Bancshares, Inc.
("Boatmen's") by [insert date].
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Name: SS#:
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By completing this form and returning it to Boatmen's as indicated
above, I hereby irrevocably elect to defer receipt of the
percentage of my Base Salary (as defined in the Plan referred to
below) indicated below for the year or portion thereof beginning on
the later of January 1, ------ or the first payroll period
commencing after the date of this Deferral Election Form and ending
December 31, ------ (the "Plan Year"). This deferral shall be in
accordance with the terms and provisions of the Boatmen's
Bancshares, Inc. Executive Deferred Compensation Plan (the "Plan")
and in the manner and amount set forth below.
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AMOUNT OF THE BASE SALARY DEFERRAL
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I hereby irrevocably elect to defer the following percentage of my
Base Salary earned during the Plan Year:
--------% of my Base Salary (select a percentage in increments of
1% -- minimum of 2%, maximum of 30%).
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LENGTH OF THE BASE SALARY DEFERRAL
- -----------------------------------------------------------------------
I hereby irrevocably elect to defer my Base Salary until January
following the year selected below:
/ /-------- THE YEAR OF MY RETIREMENT. (Amounts deferred until
your Retirement shall be paid at the time and in the manner selected
by you in your Participation Agreement with respect to the Plan.)
/ /-------- (A YEAR OCCURRING PRIOR TO MY RETIREMENT (AS DEFINED IN
THE PLAN)). (Select a year at least five years but no more than
fifteen years following the end of the Plan Year. Amounts deferred
to a year prior to your Retirement shall be paid in one lump sum.
If you retire prior to the year selected, payments shall commence
in January following your Retirement at the time and in the manner
selected by you in your Participation Agreement with respect to the
Plan.)
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Participant's Signature Date
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EXHIBIT C
BOATMEN'S BANCSHARES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
ANNUAL BONUS DEFERRAL ELECTION FORM
-------- PERFORMANCE PERIOD
Please complete this form and return a signed copy to the [insert
title of the designated individual] of Boatmen's Bancshares, Inc.
("Boatmen's") by [insert date].
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Name: SS#:
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By completing this form and returning it to Boatmen's as indicated
above, I hereby irrevocably elect to defer receipt of the
percentage of my Annual Bonus (as defined in the Plan referred to
below) indicated below for the period beginning January 1, ------,
and ending December 31, ------ (the "Performance Period"). This
deferral shall be in accordance with the terms and provisions of
the Boatmen's Bancshares, Inc. Executive Deferred Compensation Plan
(the "Plan") and in the manner and amount set forth below.
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AMOUNT OF THE ANNUAL BONUS DEFERRAL
- -----------------------------------------------------------------------
I hereby irrevocably elect to defer the following percentage of my
Annual Bonus earned during the Performance Period:
--------% of my Annual Bonus (select a percentage in increments of
1% -- minimum of 10%).
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LENGTH OF THE ANNUAL BONUS DEFERRAL
- -----------------------------------------------------------------------
I hereby irrevocably elect to defer my Annual Bonus until January
following the year selected below:
/ /-------- THE YEAR OF MY RETIREMENT. (Amounts deferred until
your Retirement shall be paid at the time and in the manner selected
by you in your Participation Agreement with respect to the Plan.)
/ /-------- (A YEAR OCCURRING PRIOR TO MY RETIREMENT (AS DEFINED IN
THE PLAN)). (Select a year at least five years but no more than
fifteen years following the end of the Performance Period. Amounts
deferred to a year prior to your Retirement shall be paid in one
lump sum. If you retire prior to the year selected, payments shall
commence in January following your Retirement at the time and in
the manner selected by you in your Participation Agreement with
respect to the Plan.)
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Participant's Signature Date
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EXHIBIT D
BOATMEN'S BANCSHARES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
LONG-TERM INCENTIVE AWARD DEFERRAL ELECTION FORM
-------- PERFORMANCE PERIOD
Please complete this form and return a signed copy to the [insert
title of the designated individual] of Boatmen's Bancshares, Inc.
("Boatmen's") by [insert date].
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Name: SS#:
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By completing this form and returning it to Boatmen's as indicated
above, I hereby irrevocably elect to defer receipt of the
percentage of my Long-Term Incentive Award (as defined in the Plan
referred to below) indicated below for the period beginning on
January 1, ------, and ending December 31, ------ (the "Performance
Period"). This deferral shall be in accordance with the terms and
provisions of the Boatmen's Bancshares, Inc. Executive Deferred
Compensation Plan (the "Plan") and in the manner and amount set
forth below.
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AMOUNT OF THE LONG-TERM INCENTIVE AWARD DEFERRAL
- -----------------------------------------------------------------------
I hereby irrevocably elect to defer the following percentage of my
Long-Term Incentive Award earned during the Performance Period:
--------% of my Long-Term Incentive Award (select a percentage in
increments of 1% -- minimum of 10%).
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LENGTH OF THE LONG-TERM INCENTIVE AWARD DEFERRAL
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I hereby irrevocably elect to defer my Long-Term Incentive Award
until January following the year selected below:
/ /-------- THE YEAR OF MY RETIREMENT. (Amounts deferred until
your Retirement shall be paid at the time and in the manner selected
by you in your Participation Agreement with respect to the Plan.)
/ /-------- (A YEAR OCCURRING PRIOR TO MY RETIREMENT (AS DEFINED IN
THE PLAN)). (Select a year at least five years but no more than
fifteen years following the end of the Performance Period. Amounts
deferred to a year prior to your Retirement shall be paid in one
lump sum. If you retire prior to the year selected, payments shall
commence in January following your Retirement at the time and in
the manner selected by you in your Participation Agreement with
respect to the Plan.)
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Participant's Signature Date