EXHIBIT 10.27
AMBAC FINANCIAL GROUP, INC. 1997 EQUITY PLAN
Sub Plan - -
DEFERRED COMPENSATION FOR
ELIGIBLE SENIOR OFFICERS
Effective as of October 26, 1999
Ambac Financial Group, Inc.
Deferred Compensation Plan
Page 2 of 13
AMBAC FINANCIAL GROUP, INC. 1997 EQUITY PLAN SUB PLAN- -
DEFERRED COMPENSATION FOR
ELIGIBLE SENIOR OFFICERS
AMBAC FINANCIAL GROUP, INC., a Delaware corporation (the "Company"), adopts the
Ambac Financial Group, Inc. 1997 Equity Plan, Sub Plan - - Deferred
Compensation for Eligible Senior Officers (the "Plan"), effective as of October
26, 1999.
1. Definitions
For purposes of the Plan, unless defined below, the definitions set
forth in the Ambac 1997 Equity Plan, as amended ("Equity Plan"), are applicable
to the Plan.
"Account" and "Deferred Compensation Account" are used interchangeably
and mean the bookkeeping record established for each Participant. A Deferred
Compensation Account is established only for purposes of measuring a Deferred
Benefit and not to segregate assets or to identify assets that may be used to
pay a Deferred Benefit.
"Account Value" means the amount reflected on the books and records of
the Company as the value of a Participant's Deferred Compensation Account at any
date of determination, as determined in accordance with this Plan.
"Beneficiary" or "Beneficiaries" means a person or other entity
designated by a Participant on a Beneficiary Designation Form to receive
Deferred Benefit payments in the event of the Participant's death.
"Beneficiary Designation Form" means a document, in form approved by
the Committee, to be used by Participants to name their respective
Beneficiaries.
"Cash Deferral Option" means a Performance Option under which the
Deferred Amount credited to a Participant's Deferred Compensation Account is
carried as a cash balance to which interest equivalents are credited from time
to time as provided in Section 6(c)(i).
"Conversion Date" has the meaning assigned to such term in Section
6(e).
"Deemed Capital Gain Tax Charge" has the meaning assigned to such term
in Section 6(c).
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Deferred Compensation Plan
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"Deferral Election" means the election of a Participant, made in
accordance with the terms and conditions of the Plan, to defer all or a portion
of his/her Eligible Compensation for a Deferral Year.
"Deferral Election Form" means a document, in form approved by the
Committee, pursuant to which a Participant makes a Deferral Election.
"Deferral Year" means the calendar year, starting with calendar year
1999. If an individual becomes eligible to participate in the Plan after the
commencement of a Deferral Year, the Deferral Year for the individual shall be
the remainder of such Deferral Year.
"Deferred Amount" means the amount of Eligible Compensation deferred
by a Participant pursuant to a Deferral Election.
"Deferred Benefit" means the amount that will be paid on a deferred
basis under the Plan to a Participant who has made a Deferral Election. A
Participant's Deferred Benefit will equal the Account Value of his/her Deferred
Compensation Account, calculated as provided herein.
"Election Date" means June 30 of the year preceding the beginning of
the Deferral Year.
"Eligible Compensation" means the cash portion of such Participant's
bonus for the relevant Deferral Year (it being understood that the amount of
such bonus may not be determined until after the end of the relevant Deferral
Year).
"Eligible Officer" means a senior officer of the Company or a
Participating Subsidiary who is eligible to participate in the Plan
pursuant to Section 4(b).
"Employer" means the Company or a Participating Subsidiary, as the
case may be, that employs an Eligible Officer.
"Participant" means an Eligible Officer who participates in the Plan
pursuant to Section 4.
"Participating Subsidiary" means any Subsidiary that has, by
resolution of its board of directors, agreed to participate in the Plan with
respect to, and to be responsible for the Deferred Benefits of, Eligible
Officers who are employed by it.
"Performance Option" means the performance options made available from
time to time for selection by Participants to measure the return (positive or
negative) to be attributed to Deferred Amounts.
Ambac Financial Group, Inc.
Deferred Compensation Plan
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"Restricted Stock Unit" -- A restricted stock unit ( or "RSU")
represents the right to receive one share of Common Stock, subject to the
terms and conditions of the applicable award. The terms of any award of
RSUs normally will include "vesting" requirements. If the vesting
requirements are not met, an employee may forfeit his RSUs. Once RSUs
become vested, and any other conditions imposed by the award have been
satisfied by the employee, he/she will receive from Ambac the value of the
RSUs in Common Stock.
"Subsidiary" means any corporation 50 percent or more of the voting
stock of which is owned directly or indirectly by the Company.
2. Purpose
The purpose of the Plan is to provide the Company's Eligible Officers
an opportunity to defer payment of all or part of their Eligible Compensation in
accordance with the terms and conditions set forth herein.
3. Administration
(a) Authority. The Committee will be responsible for administering
the Plan. The Committee will have authority to adopt such rules as it may deem
appropriate to carry out the purposes of the Plan, and shall have authority to
interpret and construe the provisions of the Plan and any agreements under the
Plan and to make determinations pursuant to any Plan provision. Each
interpretation, determination or other action made or taken by the Committee
pursuant to the Plan shall be final and binding on all persons. No member of
the Committee shall be liable for any action or determination made in good
faith, and the members of the Committee shall be entitled to indemnification and
reimbursement in the manner provided in the Company's Amended and Restated
Certificate of Incorporation as it may be amended from time to time.
(b) Delegation. The Committee may designate a committee composed of
one or more members of the Board to carry out its responsibilities under such
conditions as it may set.
4. Eligibility
(a) Officers. Officers of the Company or Ambac Assurance who are
appointed Managing Director, or any officer title senior to Managing Director as
well as such other senior officers of the Company and its Subsidiaries as may be
designated from time to time by the Managing Director, Human Resources, may
participate in the Plan.
(b) Becoming a Participant. An Eligible Officer becomes a
Participant for any Deferral Year by filing a Deferral Election Form according
to Section 5 of the Plan.
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Deferred Compensation Plan
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5. Deferral Elections
(a) General Provisions. A Participant may elect to defer all or a
specified percentage (in multiples of 5 percent) of his/her Eligible
Compensation for a Deferral Year, in the manner provided in this Section 5. A
Participant's Deferred Benefit is at all times nonforfeitable.
(b) Deferral Election Forms. Before the Election Date applicable to
a Deferral Year, each Eligible Officer will be provided with a Deferral Election
Form and a Beneficiary Designation Form. In order for an Eligible Officer to
participate in the Plan for a given Deferral Year, a Deferral Election Form,
completed and signed by him/her, must be delivered to the Managing Director,
Human Resources on or prior to the applicable Election Date. An Eligible
Officer electing to participate in the Plan for a given Deferral Year shall
indicate on his/her Deferral Election Form:
(i) the percentage of Eligible Compensation for the applicable
Deferral Year to be deferred;
(ii) the allocation of the Deferred Amount among the several
Performance Options then available to Participants, in accordance with the
terms and conditions of Section 6(b); and
(iii) the Participant's election either to have distribution of
his/her Deferred Benefit commence following termination of employment or to
have such distribution commence as of a date specified on such Form,
provided, however, that any such election concerning the commencement of
distribution of a Participant's Deferred Benefit shall be subject to the
terms and conditions of Section 6(e).
(iv) if the Participant has not yet met the applicable stock
ownership guideline associated with their officer title, twenty-five
percent (25%) of their Eligible Compensation will automatically be in the
form of RSUs. The Participant need not make any Deferral Election. In
addition to the automatic twenty-five percent (25%) deferral in the form of
RSUs, the Participant has not yet met the applicable ownership guideline
associated with their title he/she may elect to defer an additional portion
of their Eligible Compensation. Such further Deferral Election is subject
to the terms and conditions of Section 6(b). Once a Participant has met the
ownership target, he/she may elect to defer up to one hundred percent
(100%) of their Eligible Compensation.
(c) Effect of No Deferral Election. An Eligible Officer who does
not submit a completed and signed Deferral Election Form to the Managing
Director, Human Resources before the relevant Election Date is not a Participant
for the Deferral Year and may not defer his/her Eligible Compensation for the
Deferral Year.
(d) Revocation of Deferral Election.
A Participant may revoke a Deferral Election applicable to a
Deferral Year, but only pursuant to the procedure described in subsection
(ii) below.
Ambac Financial Group, Inc.
Deferred Compensation Plan
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(ii) To be effective, a revocation must be in writing and signed by
the Participant, must express the Participant's intention to revoke his/her
Deferral Election applicable to that Deferral Year, and must be delivered
to the Managing Director, Human Resources before the close of business on
the Election Date applicable to such Deferral Year.
6. Deferred Compensation Accounts; Distributions
(a) Deferred Compensation Accounts.
(i) Establishment of Accounts. A Participant's deferrals will be
credited to a Deferred Compensation Account set up for that Participant.
Each Deferred Compensation Account will be credited with Deferred Amounts,
as provided in Section 6(b), and credited (or charged) with earnings (or
loss) as provided in Section 6(c).
(ii) Crediting of Deferred Amounts.
Bonus Compensation. Bonus compensation deferred by an
Eligible Officer will be credited to such Eligible Officer's Deferred
Compensation Account as of the day on which the Committee meets to
award bonuses for the relevant Deferral Year.
(b) Allocations Among Performance Options. A Participant shall have
the right to allocate the Deferred Amount for any Deferral Year, in minimum
allocations of at least 5%, among one or more Performance Options made available
from time to time under the Plan, provided, however, that, unless the Committee
in its discretion shall determine otherwise, the Deferred Amount of any
Participant who is subject to stock ownership guidelines established by the
Committee or the Company from time to time shall be deemed invested in the
Restricted Stock Unit Option, and such Participant shall not have the right to
elect any other Performance Option, unless and until such Participant has
satisfied such stock ownership guidelines. The Performance Options generally
available to Participants shall include:
(i) A Cash Deferral Option;
(ii) A Restricted Stock Unit Option; and
(iii) Such other Performance Options as the Committee may make
available to Participants from time to time.
Deemed allocations among the available Performance Options shall be made
exclusively for the purpose of determining the Account Value from time to time,
and the Company will have no obligation to invest amounts corresponding to
Deferred Amounts in investment vehicles corresponding to the Performance Options
selected by the Participant. Participants may change the deemed allocation of
their Account Value among the Performance Options then available under the Plan
in accordance with procedures established by the Committee from time to time;
Ambac Financial Group, Inc.
Deferred Compensation Plan
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provided, however, that, unless otherwise determined by the Committee, no such
reallocation shall be made more frequently than quarterly; and provided further
that no such reallocation may result in less than 5% of the Account Value being
deemed allocated to any single Performance Option.
(c) Determination of Account Value.
The Company will from time to time calculate the Account Value based
on the Participant's Deferred Amounts and his/her then-effective elections with
respect to deemed allocation of the Account among the available Performance
Options. Such calculation will be based on the best information available to
the Company as of the date of determination, which information may include
estimates. In addition, the following shall apply:
(i) Amounts allocated to the Cash Deferral Option will be credited
with interest equivalents as of the first business day of each calendar
quarter based upon the average daily balance credited to such Cash Option
(which balance shall include any earnings on amounts so credited pursuant
to this Section 6(c)(i)) during the preceding quarter. Interest
equivalents will be calculated using the 90-day commercial paper composite
rate published by the Federal Reserve Bank as of the last business day of
such preceding calendar quarter, or such other rate as the Committee may
designate from time to time by resolution.
(ii) The number of Restricted Stock Units credited to a
Participant's Deferred Compensation Account (including fractions of
Restricted Stock Units) will be determined by dividing (A) the amount of
bonus compensation deferred by (B) the Fair Market Value of a share of
Common Stock on the date of crediting.
(iii) If the Company pays any cash or other dividend or makes any
other distribution in respect of the Common Stock, each Restricted Stock
Unit credited to the Deferred Compensation Account of a Participant will be
credited with an additional number of Restricted Stock Units (including
fractions thereof) determined by dividing (A) the amount of cash, or the
value (as determined by the Committee) of any securities or other property,
paid or distributed in respect of one outstanding share of Common Stock by
(B) the Fair Market Value of a share of Common Stock on the date of such
payment or distribution. Such credit shall be made effective as of the
date of the dividend or other distribution in respect of the Common Stock.
(iv) In determining the value attributable to that portion of a
Participant's Deferred Compensation Account allocated to Performance
Options other than the Cash Deferral Option and the Restricted Stock Unit
Option, the Company will track the rate of return (positive or negative)
over the relevant measurement period of the investment fund, index or other
vehicle by reference to which the Performance Option is defined.
(v) Upon any reallocation of all or any portion of a Participant's
Deferred Compensation Account from one Performance Option to any other
Performance Option, the Company may charge such Account with an amount not
to exceed 5% of the amount so reallocated. The amount of the charge shall
be determined by the Company in its
Ambac Financial Group, Inc.
Deferred Compensation Plan
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discretion and may vary depending on the Performance Options from which and
into which the Account is being reallocated.
(vi) In addition, the returns attributable to a Deferred Compensation
Account shall be subject to the following adjustments:
(A) Returns attributable to any Performance Option, other than
the Restricted Stock Unit Option, shall be reduced to reflect the
amount that a corporate taxpayer in the highest tax bracket for
federal corporate tax purposes would pay on the interests, dividends,
distribution or similar items of income that it would receive if it
had invested in the commercial paper, investment fund, index or other
vehicle by reference to which the Performance Option is defined for
the period of time, and in the same amounts, that the relevant
Deferred Compensation Account was deemed allocated to such Performance
Option.
(B) Upon any change in the deemed allocation of a Participant's
Deferred Compensation Account among the Performance Options then
available other than the Restricted Stock Unit Option, the Account
shall be charged with the amount (if any) (the "Deemed Capital Gain
Tax Charge") of capital gains tax that a corporate taxpayer in the
highest bracket for federal corporate tax purposes would pay upon the
amount of gain it would recognize had it invested in the investment
fund, index or other vehicle by reference to which the Performance
Option is defined for the period of time, and in the same amounts,
that the relevant Deferred Compensation Account was deemed allocated
to such Performance Option. No credit shall be made to an Account for
any loss that would be recognized by a corporate taxpayer that had
invested in such Performance Option for such period and in such
amount.
The amount of the adjustments described in this subparagrpah (vi) shall be
determined by the Company in its discretion. The Company shall use its
best efforts to apply adjustments on a consistent basis to all Participants
who invest in any particular Performance Option.
(d) Manner of Payment of Deferred Benefit. All payments of Deferred
Benefits under the Plan, other than settlement of Restricted Stock Units which
will be settled in shares, will be in cash. The Company shall pay a
Participant's Deferred Benefit either in a single lump sum or in a series of
installments, as the Committee in its sole discretion shall determine, provided,
however, that if the Committee elects to pay a Participant's Deferred Benefit in
a series of installments, such installments shall be paid no more frequently
than quarterly and the Deferred Benefit must be distributed over a period not
exceeding five years. The Committee may, but shall not be required to, consult
with the Participant prior to determining the manner of payment of such
Participant's Deferred Benefit. If the Committee elects to pay a Participant's
Deferred Benefit in a series of installments, the relative size of such
installments shall be determined by the Committee in its discretion, and such
installments need not be in equal amounts or equal percentages of such Benefit.
The unpaid portion of a Participant's Deferred Benefit shall continue to be
credited with earnings as provided in Section 6(c) until paid.
Ambac Financial Group, Inc.
Deferred Compensation Plan
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(e) Commencement of Payment of Deferred Benefit. For purposes of
this Agreement a "Conversion Date" means the earliest to occur of:
(i) termination of employment with the Company and its Subsidiaries.
(ii) the date specified in the Deferral Election Form executed by the
Participant; or
(iii) the Participant's death.
Notwithstanding any other term or provision of this Plan, upon the occurrence of
a Conversion Date, any portion of a Participant's Deferred Compensation Account
that is allocated either to the Restricted Stock Unit Option or to any
Performance Option other than the Cash Deferral Option will be converted into
the Cash Deferral Option based upon (X) in the case of amounts allocated to the
Restricted Stock Unit Option, the Fair Market Value of the Common Stock as of
the Conversion Date and (Y) in the case of any Performance Option other than the
Restricted Stock Unit Option, the net asset value or other relevant valuation
measure of the investment fund, index or other vehicle by reference to which the
Performance Option is defined, determined as of the Conversion Date or, if such
net asset value or other valuation information is not available as of the
Conversion Date, as of the latest date preceding the Conversion Date for which
the same is generally available. The amount credited to the Cash Deferral Option
as a result of such conversion shall, in the case of conversions from any
Performance Option other than the Restricted Stock Unit Option, be subject to
the Deemed Capital Gain Tax Charge as described in Section 6(c) above. Following
conversion, amounts so credited to the Cash Deferral Option will be credited
with interest equivalents as provided in Section 6(c)(i). Except as provided in
Section 6(f), a Participant's Deferred Benefit shall be paid (if payable in a
lump sum), or commence to be paid (if payable in a series of installments), to
the Participant as soon as practicable (but in no event more than 60 days) after
the Conversion Date.
(f) Death. In the event of a Participant's death, the Participant's
entire Deferred Benefit (including any unpaid portion thereof corresponding to
installments not yet paid at the time of death), to the extent not distributed
earlier pursuant to Section 6(e), will be distributed in a lump sum to the
Participant's Beneficiary or Beneficiaries (or, in the absence of any
Beneficiary, to the Participant's estate) on a date, selected by the Committee,
no more than six months after the Participant's date of death.
(g) Statements. The Company will furnish each Participant with a
statement setting forth the value of the Participant's Deferred Compensation
Account as of the end of each calendar year and all credits to and payments from
the Deferred Compensation Account during such year. Such statement will be
furnished no later than 60 days after the end of each calendar year.
7. Designation of Beneficiary (Confirm applicability re RSUs)
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(a) Beneficiary Designations. Each Participant may designate a
Beneficiary to receive any Deferred Benefit due under the Plan upon the
Participant's death by executing a Beneficiary Designation Form. A Beneficiary
designation is not binding on the Company until the
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Deferred Compensation Plan
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Secretary of the Board receives the Beneficiary Designation Form. If no
designation is made or no designated Beneficiary is alive (or in the case of an
entity designated as a Beneficiary, in existence) at the time of the
Participant's death, payments due under the Plan will be made to the
Participant's estate.
(b) Change of Beneficiary Designation. A Participant may change an
earlier Beneficiary designation by executing a later Beneficiary Designation
Form. The execution of a Beneficiary Designation Form revokes and rescinds any
prior Beneficiary Designation Form.
8. Amendments
(a) General Power of Committee. Subject to Section 8(b), the Plan
may be altered, amended, suspended, or terminated at any time by the Committee
in its sole discretion.
(b) When Participants' Consents Required. Except for a termination
of the Plan caused by the Committee's determination that the laws upon which the
Plan is based have changed in a manner that negates the Plan's objectives, the
Committee may not alter, amend, suspend, or terminate the Plan without the
consent of any Participant to the extent that such action would result in the
distribution to such Participant of amounts then credited to his/her Deferred
Compensation Account in any manner other than as provided in the Plan or could
reasonably be expected to result in the immediate taxation to such Participant
of Deferred Benefits.
9. Employer's Obligation
This Plan is unfunded. A Deferred Compensation Account represents at
all times an unfunded and unsecured contractual obligation of the relevant
Employer. Each Participant or Beneficiary will be an unsecured creditor of the
relevant Employer, as the case may be. Amounts payable under the Plan will be
satisfied solely out of the general assets of the relevant Employer subject to
the claims of the Employer's creditors. No Participant, Beneficiary or any
other person shall have any interest in any fund or in any specific asset of the
Company or any other Employer by reason of any amount credited to him/her
hereunder, nor shall any Participant, Beneficiary or any other person have any
right to receive any distribution under the Plan except as, and to the extent,
expressly provided in the Plan. The Employer will segregate any funds or assets
for Deferred Benefits or issue any notes or security for the payment of any
Deferred Benefits. Any reserve or other asset that the Company or any other
Employer may establish or acquire to assure itself of the funds to provide
benefits under the Plan shall not serve in any way as security to any
Participant, Beneficiary or other person for the performance of the Company or
any other Employer under the Plan.
10. No Control by Participant
A Participant shall have no control over his/her Deferred Compensation
Account except for (i) designating initial allocation among Performance Options
and subsequently revising such allocation, in all cases to the extent permitted
by the Plan, (ii) designating the date of initial distribution of benefits on
his/her Deferral Election Form (which designation shall be subject to
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Deferred Compensation Plan
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the terms and conditions of the Plan, including without limitation Section 6)
and (iii) designating his/her Beneficiary on a Beneficiary Designation Form.
11. Restrictions on Transfer
The Company or the relevant Employer, as the case may be, shall pay all
amounts payable under the Plan only to the Participant or Beneficiary designated
under the Plan to receive such amounts. Neither a Participant nor his/her
Beneficiary shall have any right to anticipate, alienate, sell, transfer,
assign, pledge, encumber or change any benefits to which he/she may become
entitled under the Plan, and any attempt to do so shall be void. A Deferred
Benefit shall not be subject to attachment, execution by levy, garnishment, or
other legal or equitable process for a Participant's or Beneficiary's debts or
other obligations.
12. Election and Revocation Notices
Notices of elections or revocations of elections under the Plan must be
in writing. A notice of election or revocation of election will be deemed
delivered to the Secretary of the Board on the date it is (i) delivered
personally to the secretary of the Board at One State Street Plaza, New York,
New York 10004 (or at such other address as the Company may from time to time
designate as the address for elections and revocations of elections under the
Plan), (ii) mailed by registered mail or certified mail to the Secretary of
the Board at such address or (iii) sent by facsimile transmission to the
Managing Director, Human Resources at 212-208-3131 (or such other facsimile
transmission number as the Company may designate from time to time for elections
and revocations of elections under the Plan), provided that an original signed
election or revocation of election is received by the Secretary of the Board no
later than 10 business days after such transmission.
13. Waivers
The waiver of a breach of any provision in the Plan shall not operate
as and may not be construed as a waiver of any later breach.
14. Governing Law
The Plan shall be construed in accordance with and governed by the laws
of the State of New York.
15. Effective Date
The Plan shall be effective as of October 26, 1999.
16. Construction
The headings in the Plan have been inserted for convenience of
reference only and are to be ignored in any construction of the Plan's
provisions. If a provision of the Plan is not
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Deferred Compensation Plan
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valid or enforceable, that fact shall in no way affect the validity or
enforceability of any other Provision. Use of one gender includes the other, and
the singular and plural include each other. The provisions of the Plan are
binding on the Company, each Participating Subsidiary and their respective
successors or assigns, and on the Participants, their Beneficiaries, heirs, and
personal representatives.
17. Tax Withholding
The Company shall have the right, in connection with any Deferral
Election, (i) to require the Participant to remit to the Company or the relevant
Participating Subsidiary an amount sufficient to satisfy any Federal, state or
local tax withholding requirements, (ii) to withhold an amount necessary to
satisfy such requirements from other cash compensation owed to the Participant
or (iii) to reduce the amount of Eligible Compensation deferred pursuant to the
Plan in order to ensure that all such requirements are satisfied. The Company
shall also have the right to deduct from all cash payments made pursuant to the
Plan any Federal, state or local taxes required to be withheld with respect to
such payments.
18. No Right to Reelection or Continued Employment
Nothing in this Plan shall be deemed to confer on any Eligible Officer
a right to continued employment, or to limit or restrict the right of the
Company or a Participating Subsidiary to terminate an Eligible Officer's
employment at any time, for any reason, with or without cause.
19. No Stockholder Rights
The crediting of Restricted Stock Units to a Participant's Deferred
Compensation Account shall not confer on the Participant any rights as a
stockholder of the Company.
20. Adjustment of and Changes in Shares
In the event of any merger, consolidation, recapitalization,
reclassification, stock dividend, special cash dividend or other change in
corporate structure affecting the Common Stock, the Committee shall make such
adjustments, if any, as it deems appropriate in the number of Restricted Stock
Units credited to a Participant's Deferred Compensation Account. The foregoing
adjustments shall be decided by the Committee in its discretion.
AMBAC FINANCIAL GROUP, INC. 1997 EQUITY PLAN
Sub Plan - -
DEFERRED COMPENSATION FOR
ELIGIBLE SENIOR OFFICERS
Beneficiary Designation Form
To: Managing Director, Human Resources
Ambac Financial Group, Inc.
I designate ___________________________ as my primary
Beneficiary(ies) of any benefits that become payable under the Ambac Financial
Group, Inc. 1997 Equity Plan, Sub Plan, Deferred Compensation for Eligible
Senior Officers (the "Plan") as a result of my death.
If a designated Beneficiary survives me but dies (or if a trust,
terminates) before all benefits have been paid to the Beneficiary, I direct the
remainder of the payments to be made as the Beneficiary designates or, if the
Beneficiary fails to properly execute a Beneficiary designation, to the
Beneficiary's estate, or, if a trust, to the trustee to be distributed in
accordance with the terms of the trust.
This designation revokes and rescinds any prior Beneficiary designation
made by me.
If a Beneficiary is not named, or if there is no Beneficiary otherwise
in existence at the time of my death, I understand that payments will be made
according to Section 7(a) of the Plan.
I understand that this Beneficiary designation applies until revoked by
my written request.
I also understand that, in executing this Beneficiary designation, I
agree to be bound by the terms and conditions of the Plan and agree that such
terms and conditions are binding upon my Beneficiary(ies), distributee(s), and
personal representative(s).
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Signature
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Date Name (Please Print)