1
EXHIBIT 10.1
FIRST CHARTER CORPORATION AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE 1
ESTABLISHMENT OF PLAN
1.01 Background of Plan. First Charter Corporation hereby amends and
restates the First Charter Corporation 1994 Deferred Compensation Plan
for Non-Employee Directors, effective as of May 1, 2001, (the
"Effective Date") and renames the plan the First Charter Corporation
Amended and Restated Deferred Compensation Plan for Non-Employee
Directors.
1.02 Status of Plan. The Plan is intended to be a nonqualified, unfunded
plan of deferred compensation under the Internal Revenue Code of 1986,
as amended. Although the plan is unfunded for tax purposes, the
Corporation may establish a trust under Revenue Procedure 92-64 to
provide benefits under the Plan. (See Section 1.03).
1.03 Establishment of Trust. As noted in Section 1.02, the Corporation may
establish a trust to fund benefits provided under the terms of the Plan
("Trust"). It is intended that a transfer of assets into the Trust will
not generate taxable income (for federal income tax purposes) to the
Participants until such assets are actually distributed or otherwise
made available to the Participants.
1.04 Purpose. The purpose of the Plan is to permit Eligible Directors to
defer Compensation they receive from the Corporation and, through the
Stock Account, give Eligible Directors the opportunity to further align
their interests with the interests of the Corporation's shareholders.
ARTICLE 2
DEFINITIONS
2.01 Definitions. Certain terms of the Plan have defined meanings set forth
in this Article and which shall govern unless the context in which they
are used clearly indicates that some other meaning is intended.
Allocation Date. Any date on which an amount representing all
or a part of a Participant's Director's Fees is to be credited
to his or her Stock Account pursuant to an effective Election
Form. The Allocation Date for Director's Fees shall be the
last day of the month in which the meeting to which such
Director's Fees relate is held.
Beneficiary. Any person or persons designated by a
Participant, in accordance with procedures established by the
Committee or Plan Administrator, to receive benefits hereunder
in the event of the Participant's death. If any Participant
shall fail to designate a Beneficiary or shall designate a
Beneficiary who shall fail to survive the Participant, the
Beneficiary shall be the Participant's estate.
Board. The Board of Directors of the Corporation.
CFB Plan. The Carolina First Bancshares, Inc. Second Amended
and Restated Directors' Deferred Compensation Plan, as in
effect on May 1, 2001.
Committee. The Compensation Committee of the Board or its
designee that will administer and interpret the terms of the
Plan.
Common Stock. The no par value common stock of the
Corporation.
1
2
Common Stock Units. Bookkeeping units, having a value equal to
the Fair Market Value of one (1) share of Common Stock as of a
given date, which may be credited to Participants' Stock
Account pursuant to the Plan.
Corporation. First Charter Corporation, a North Carolina
corporation, and any successor thereto.
Director. A member of the Board, a member of a Subsidiary's
board of directors, an Advisory Director to the Company or a
Subsidiary, or a member of an advisory board of directors to
the Company or a Subsidiary.
Director's Fees. The compensation that the Corporation pays an
Eligible Director to serve as a Director, including without
limitation, annual retainer and amounts paid for attendance at
meetings of Directors.
Disability. Permanent and total disability as determined under
procedures established by the Board for purposes of the Plan.
Election Form. A form, substantially in the form attached
hereto as Exhibit A, pursuant to which an Eligible Director
elects to defer Director's Fees under the Plan.
Election Date. The date established by the Plan as the date by
which a Participant must submit a valid Election Form to the
Plan Administrator in order to participate in the Plan for a
calendar year. For each calendar year, the Election Date is
December 31 of the preceding calendar year; provided, however,
that the Election Date for a newly Eligible Director shall be
the 30th day following the date on which such individual
becomes an Eligible Director.
Eligible Director. Any Director who is not a full-time
employee of the Corporation or a Subsidiary.
Fair Market Value. The average of the closing bid and asked
prices for the Common Stock in the over-the-counter market as
reported by the National Association of Securities Dealers
Automated Quotation ("NASDAQ") System if the Common Stock is
not listed on a national securities exchange or the NASDAQ
National Market System; or the closing price of the Common
Stock if the Common Stock is listed on a national securities
exchange or traded on the NASDAQ National Market System; or
the fair value thereof determined in good faith by the Board
of Directors if the Common Stock is not listed on a national
securities exchange or quoted on the NASDAQ National Market
System or the over-the-counter market.
Independent Agent. An "agent independent of the issuer" as
defined in Rule 100 of Regulation M under the Securities
Exchange Act of 1934, as amended. The Independent Agent shall
be Registrar and Transfer Company, or such other agent
independent of the issuer as shall be designated from time to
time by the Board.
Participant. Any Eligible Director who is participating in the
Plan. A Participant shall also include a person who ceases to
be a member of the Board after the effective date of the Plan
so long as his or her Stock Account is being maintained for
such person.
Plan. The First Charter Corporation Amended and Restated
Deferred Compensation Plan for Non-Employee Directors, as set
forth in this document, together with any subsequent
amendments hereto.
Plan Administrator. The Committee or such other individual(s)
appointed by the Board.
2
3
Prior Plan. The First Charter Corporation 1994 Deferred
Compensation Plan for Non-Employee Directors as in effect on
May 1, 2001.
Stock Account. The account established by the Corporation for
each Participant for Director's Fees deferred pursuant to the
Plan and which shall be credited on the last day of each month
with the First Charter National Bank Prime Rate until invested
in Common Stock Units. Once invested in Common Stock Units,
the performance and value of the Stock Account shall be
measured by reference to the Fair Market Value of the Common
Stock from time to time. The maintenance of individual Stock
Accounts is for bookkeeping purposes only.
Subsidiary. A wholly owned subsidiary of the Corporation and
any wholly owned subsidiary of a subsidiary of the
Corporation.
Termination of Service. A Termination of Service occurs when a
Participant ceases to serve as a Director for any reason.
ARTICLE 3
PARTICIPATION
3.01 Election to Participate. Each Eligible Director is automatically
eligible to participate in the Plan. All Eligible Directors who
participate in the Prior Plan shall be Participants in the Plan
effective May 1, 2001, and such Participant's elections made pursuant
to Article 3 and Article 4 hereof shall remain in effect with, such
changes as permitted pursuant to this Plan. An Eligible Director who
does not participate in the Plan may participate in the Plan by
delivering a properly completed and signed Election Form to the Plan
Administrator on or before the relevant Election Date. The Eligible
Director's participation in the Plan will be effective as of the first
day of the calendar year beginning after the Plan Administrator
receives the Eligible Director's Election Form, or, in the case of a
newly eligible individual, on the first day of the calendar month
beginning after the Plan Administrator receives such Eligible
Director's Election Form. A Participant shall not be entitled to any
benefit hereunder unless such Participant has properly completed an
Election Form and deferred the receipt of his or her Director's Fees
pursuant to the Plan.
3.02 Voluntary Termination of Election Form. A Participant may terminate his
or her Election Form with respect to future Director's Fees at any
time. Such termination will be effective on the first day of the
calendar quarter after the Participant notifies the Plan Administrator
of the Participant's termination of the Election Form. If a Participant
terminates his or her Election Form, however, the Participant may not
activate a new Election Form to defer his or her Director's Fees for
the remainder of the calendar year in which the Participant's former
Election Form was terminated. However, effective as of the first day of
the following calendar year or the first day of any subsequent calendar
year, the Participant (other than an Eligible Director who has begun
receiving payment of his or her Account) may deliver a new Election
Form and thereby defer the receipt of any future Director's Fees
attributable to service on the Board. Such new Election Form shall be
effective only for Director's Fees applicable to the Participant's
service on the Board after the first day of the calendar year following
the Plan Administrator's receipt of the Participant's new Election
Form. Any Director's Fees deferred prior to the termination of the
Election Form shall remain subject to the original Election Form and
the Plan.
3.03 Continuation of Election Form. Prior to the commencement of each
calendar year, a Participant shall have the right, by executing and
delivering to the Plan Administrator a new Election Form, to modify the
dollar amount or percentage of his or her Director's Fees which are
deferred under the Plan, and, if such Election Form is filed at least
two years prior to the payment commencement date, to change the form of
payment (i.e., lump sum or installments) but not the method of
3
4
payment (i.e., stock). If the Participant fails to deliver a new
Election Form prior to the commencement of the new calendar year, the
Participant's Election Form in effect during the previous calendar year
shall continue in effect during the new calendar year.
3.04 Automatic Termination of Election Form. A Participant's Election Form
will automatically terminate at the earlier of (i) the Participant's
Termination of Service, or (ii) the termination of the Plan.
3.05 No Right to Continue as a Director. Nothing contained in the Plan shall
be deemed to give any Director the right to be retained as a Director
of the Corporation.
ARTICLE 4
PLAN BENEFITS
4.01 Deferred Director's Fees. An Eligible Director may elect to defer all
or part of the Director's Fees to which he or she is entitled in a
calendar year. The amount deferred, if any, shall be in integral
multiples of twenty-five percent (25%) of the Director's Fees. For
bookkeeping purposes, the amount of the Director's Fees which the
Director elects to defer pursuant to the Plan shall be transferred to
and held in a Stock Account.
4.02 Time of Election of Deferral. An Eligible Director who wishes to defer
Director's Fees for a calendar year must irrevocably elect to do so on
or prior to the Election Date for such calendar year, by delivering a
valid Election Form to the Plan Administrator. The Election Form shall
irrevocably indicate, among other required information the Director's
Fees to be deferred. AMOUNTS TO BE DEFERRED SHALL BE CREDITED TO THE
PARTICIPANT'S STOCK ACCOUNT AS OF THE DATE SUCH DIRECTOR'S FEES IS
OTHERWISE PAYABLE TO THE DIRECTOR.
4.03 Conversions of Account in Prior Plan and CFB Plan.
(a) Prior Plan Conversion Date. Effective May 1, 2001, the Stock
Account of each Participant in the Prior Plan shall be
converted to a number of Common Stock Units under this Plan.
The conversion shall occur by creating one Common Stock Unit
in the Participant's Stock Account under this Plan for each
unit equivalent to shares of Common Stock as described in
Section 3.2.2 of the Prior Plan, with any fractional Common
Stock Units being held in cash in the Participant's Stock
Account.
(b) CFB Plan Conversion Date. Effective May 1, 2001, the Stock
Account of each Participant in the CFB Plan shall be converted
to a number of Common Stock Units under this Plan. The
conversion shall occur by creating one Common Stock Unit in
the Participant's Stock Account under this Plan for each unit
equivalent to shares of Common Stock as described Section
4.03(d) of the CFB Plan, with any fractional Common Stock
Units being held in cash in the Participant's Stock Account.
(c) Continued Investment of Prior Plan and CFB Plan Accounts.
Following the conversion as described above, a Participant's
Stock Account, adjusted to represent the benefits available
under the Prior Plan and CFB Plan as described in Section
4.03(a) and (b) above, will be invested in the Participant's
Stock Account as described in Section 4.04 following.
4.04 Stock Accounts.
(a) Amounts in a Participant's Stock Account initially will be
credited with interest on the Allocation Date (or such other
day as determined by the Plan Administrator) based on the
annual yield of the First Charter National Bank prime rate as
in effect on such Allocation
4
5
Date. If, when, and to the extent that, the trustee of the
Trust is able to purchase shares of Common Stock for the Trust
(which purchases shall be made through an Independent Agent in
accordance with Regulation M, Section 102(c), under the
Securities Exchange Act of 1934, as amended, or any successor
provision), the amounts in Participants' Stock Accounts shall
be converted, on a prorata basis, to Common Stock Units. Such
Common Stock Units are recorded as units of Common Stock, and
fractions thereof, with one Common Stock Unit equating to a
single share of Common Stock. Thus, the value of one Common
Stock Unit shall be the Fair Market Value of a single share of
Common Stock on the date such Common Stock Units are credited
to the Stock Account. The use of Common Stock Units is merely
a bookkeeping convenience, and the Common Stock Units are not
actual shares of Common Stock. The actual shares of Common
Stock purchased by the trustee of the Trust are owned by the
Corporation, under grantor trust rules, and are subject to the
claims of creditors of the Corporation. There can be no
assurance that the trustee of the Trust will be able to
purchase shares of Common Stock or that amounts deferred into
a Participant's Stock Account will ever be credited with
Common Stock Units.
(b) Sub-Accounts. To the extent required for bookkeeping purposes,
a Participant's Accounts will be subdivided to reflect
deferred Director's Fees on a year-by-year basis. For example,
a 1997 Stock Sub-Account, a 1998 Stock Sub-Account, and so on.
4.05 Investment in the Stock Account.
(a) Credits to the Stock Account. When a Participant elects to
defer Director's Fees into his or her Stock Account, such
Stock Account shall be credited, as of the date described in
Section 4.04(a), with the annual yield of the First Charter
National Bank prime rate as in effect as described in Section
4.04(a) unless and until converted to Common Stock Units, as
described above in Section 4.04(a). If and when appropriate, a
Participant's Stock Account will be credited with that number
of Common Stock Units, and fractions thereof, obtained by
dividing the dollar amount to be converted to Common Stock
Units by the Fair Market Value of the Common Stock as of such
date.
(b) Dividend Equivalents. Effective as of the payment date for
each cash dividend on the Common Stock, the Stock Account of
each Participant whose Stock Account was credited with Common
Stock Units on the record date for such dividend shall be
credited with an amount equal to the cash dividend that would
have been paid on such shares of Common Stock if issued in his
or her name. Such amount shall be credited with the annual
yield of the First Charter National Bank prime rate as in
effect as described in Section 4.04(a) unless and until
converted to Common Stock Units as described in Section
4.04(a).
(c) Stock Dividends. Effective as of the payment date for each
stock dividend on the Common Stock, additional Common Stock
Units shall be credited to the Stock Account of each
Participant whose Stock Account was credited with Common Stock
Units on the record date for such dividend. The number of
Common Stock Units that shall be credited to the Stock Account
of such a Participant shall equal the number of shares of
Common Stock, and fractions thereof, which the Participant
would have received as stock dividends had he or she been the
owner on the record date for such stock dividend of the number
of shares of Common Stock equal to the number of Common Stock
Units credited to his or her Stock Account on such record
date.
(d) Allocation of Dividends. To the extent required for
bookkeeping purposes, the allocation of additional Common
Stock Units attributable to cash dividends or stock dividends
will be made to the Stock Sub-Account holding existing Common
Stock Units to which the cash dividend or stock dividend
relates.
5
6
(e) Recapitalization. If, as a result of a recapitalization of the
Corporation, the outstanding shares of Common Stock shall be
changed into a greater number or smaller number of shares, the
number of Common Stock Units credited to a Participant's Stock
Account shall be appropriately adjusted on the same basis.
(f) Distributions. Amounts credited to the Stock Account (in
Common Stock Units) may only be distributed out of the Stock
Account by withdrawal from the Stock Account. Withdrawals from
the Stock Account shall be made only in shares of Common
Stock; provided, however, that shares of Common Stock may be
elected only to the extent that the Stock Account is credited
with Common Stock Units.
(g) Responsibility for Investment Choices. Each Participant is
solely responsible for any decision to defer Director's Fees
into his or her Stock Account and accepts all investment risks
entailed by such decision, including the risk of loss and a
decrease in the value of the amounts he or she elects to defer
into his or her Stock Accounts.
4.06 Form of Payment.
(a) Payment of Benefits. Payment of Plan benefits shall commence
the earliest to occur of the following dates, as designated by
each Participant on an Election Form (whether an original
Election Form or modified Election Form):
the first day of the calendar month following the
date of the Participant's death;
the first day of the calendar month following the
date of the Participant's Disability;
the first day of the calendar month following the
date of termination of the Participant's service as a
member of the Board;
the first day of a calendar month specified by the
Participant which is at least six months after the
Election Date;
the earliest to occur of a, b, c or d;
the earliest to occur of a, b or c; or
the earliest to occur of a, b or d.
Any Director who has begun receiving payment of Plan benefits
may not participate further in the Plan.
(b) Optional Forms of Payment. The selection of the distribution
date in 4.06 shall become effective on the Election Date.
Distributions from Participant Stock Accounts may be paid to
the Participant in (i) a lump sum, (ii) no more than
one-hundred eighty (180) monthly or sixty (60) quarterly
installments, or (iii) a combination of (i) and (ii), as
designated by the Participant. The method of payment (e.g., in
lump sum or installments) elected on the Participant's initial
Election Form will apply to all amounts (including future
deferrals) held in the Participant's Stock Account unless the
Participant elects a different method of payment (e.g., lump
sum or installments) for all amounts (including prior and
future deferrals) held in the Participant's Stock Account by
filing a subsequent Election Form with the Plan Administrator
at least two years prior to the payment commencement date. If
the Participant fails to designate a payment method in the
Participant's initial Election Form or any subsequent Election
Form filed with the Plan Administrator at least two years
prior to the payment commencement date, the Participant's
Stock Account shall be distributed in a lump sum.
6
7
(c) Stock Payment. Distributions from the Stock Account will be
distributed to the Participant in the form of Common Stock.
The shares of Common Stock distributable to Participants under
the Plan must be previously issued and repurchased shares and
may not be original issue shares.
(d) Payment to Beneficiary. Upon the Participant's death, all
unpaid amounts held in the Participant's Account shall be paid
to the Participant's Beneficiary in a lump sum no later than
sixty (60) days following the Participant's death or, if the
Beneficiary shall so elect in writing to the Plan
Administrator prior to payment, unpaid amounts held in the
Participant's Stock Account shall be paid to the Participant's
Beneficiary over the same period that the Participant had
elected to receive such amounts.
4.07 Financial Hardship. The Plan Administrator may, in its sole discretion,
accelerate the making of payment to a Participant of an amount
reasonably necessary to handle a severe financial hardship of a sudden
and unexpected nature due to causes not within the control of the
Participant. Such payment may be made even if the Participant has not
incurred a Termination of Service. All financial hardship distributions
shall be made in a single distribution. Such payments will be made on a
first-in, first-out basis so that the oldest Director's Fees deferred
under the Plan shall be deemed distributed first in a financial
hardship.
4.08 Payment to Minors and Incapacitated Persons. In the event that any
amount is payable to a minor or to any person who, in the judgment of
the Plan Administrator, is incapable of making proper disposition
thereof, such payment shall be made for the benefit of such minor or
such person in any of the following ways as the Plan Administrator, in
its sole discretion, shall determine:
(a) By payment to the legal representative of such minor or such
person;
(b) By payment directly to such minor or such person;
(c) By payment in discharge of bills incurred by or for the
benefit of such minor or such person. The Plan Administrator
shall make such payments without the necessary intervention of
any guardian or like fiduciary, and without any obligation to
require bond or to see to the further application of such
payment. Any payment so made shall be in complete discharge of
the Plan's obligation to the Participant and his or her
Beneficiaries.
4.09 Application for Benefits. The Plan Administrator may require a
Participant or Beneficiary to complete and file certain forms as a
condition precedent to receiving the payment of benefits. The Plan
Administrator may rely upon all such information given to it, including
the Participant's current mailing address. It is the responsibility of
all persons interested in receiving a distribution pursuant to the Plan
to keep the Plan Administrator informed of their current mailing
addresses.
4.10 Designation of Beneficiary. Each Participant from time to time may
designate any person or persons (who may be designated contingently or
successively and who may be an entity other than a natural person) as
his or her Beneficiary or Beneficiaries to whom the Participant's Stock
Account is to be paid if the Participant dies before receipt of all
such benefits. Each Beneficiary designation shall be on the form
prescribed by the Plan Administrator and will be effective only when
filed with the Plan Administrator during the Participant's lifetime.
Each Beneficiary designation filed with the Plan Administrator will
cancel all Beneficiary designations previously filed with the Plan
Administrator. The revocation of a Beneficiary designation, no matter
how effected, shall not require the consent of any designated
Beneficiary.
7
8
ARTICLE 5
FUNDING OF PLAN
5.01 Funding. Plan benefits shall be paid from the general assets of the
Corporation or as otherwise directed by the Corporation. To the extent
that any Participant acquires the right to receive payments under the
Plan (from whatever source), such right shall be no greater than that
of an unsecured general creditor of the Corporation. Participants and
their Beneficiaries shall not have any preference or security interest
in the assets of the Corporation other than as a general unsecured
creditor.
ARTICLE 6
ADMINISTRATION OF THE PLAN
6.01 Administration of the Plan. The Committee and the Plan Administrator
shall have complete control of the administration of the Plan with all
powers necessary to enable it to properly carry out the provisions of
the Plan. In addition to all implied powers and responsibilities
necessary to carry out the objectives of the Plan, the Committee and
the Plan Administrator shall have the following specific powers and
responsibilities:
(a) To construe the Plan and to determine all questions arising in
the administration, interpretation and operation of the Plan;
(b) To determine the benefits of the Plan to which any
Participant, Beneficiary or other person may be entitled;
(c) To keep records of all acts and determinations of the
Committee and Plan Administrator, and to keep all such
records, books of accounts, data and other documents as may be
necessary for the proper administration of the Plan;
(d) To prepare and distribute to all Participants and
Beneficiaries information concerning the Plan and their rights
under the Plan;
(e) To do all things necessary to operate and administer the Plan
in accordance with its provisions.
Subject to Section 6.02, the Committee's interpretation and
construction of any provision of the Plan shall be final, conclusive
and binding on all Participants and the Corporation.
6.02 Claims Resolution. If for any reason a benefit due under the Plan is
not paid when due, the Participant or other person alleging entitlement
to such benefit may file a written claim with the Committee. If the
claim is denied or no response is received within forty-five (45) days
(in which case, the claim will be deemed to have been denied), then
such person may appeal the denial to the Board within thirty (30) days
of the denial. In pursuing an appeal, the person may require that a
responsible officer of the Corporation review the denial, may review
pertinent documents, and may submit issues and comments in writing. Any
decision on appeal shall be made within thirty (30) days after the
appeal is made, unless special circumstances require the Board to
extend the period for an additional thirty (30) days.
ARTICLE 7
AMENDMENT AND TERMINATION
7.01 Amendment and Termination. The Committee reserves the right to modify,
alter, amend, or terminate the Plan, at any time and from time to time,
without notice, to any extent deemed advisable; provided, however, that
no such amendment or termination shall (without the written consent of
the Participant, if living, and if not, the Participant's Beneficiary)
adversely affect any
8
9
benefit under the Plan which has accrued with respect to the
Participant or Beneficiary as of the date of such amendment or
termination regardless of whether such benefit is in pay status.
ARTICLE 8
MISCELLANEOUS
8.01 Headings. The headings and sub-headings in the Plan have been inserted
for convenience of reference only and are to be ignored in any
construction of the provisions hereof.
8.02 Spendthrift Clause. None of the benefits, payments, proceeds or
distribution under the Plan shall be subject to the claim of any
creditor of any Participant or Beneficiary, or to any legal process by
any creditor of such Participant or Beneficiary, and none of them shall
have any right to alienate, commute, anticipate or assign any of the
benefits, payments, proceeds or distributions under the Plan except to
the extent expressly provided herein to the contrary.
8.03 Merger. The Plan shall not be automatically terminated by the
Corporation's acquisition by, merger into, or sale of substantially all
of its assets to any other organization, but the Plan shall be
continued thereafter by such successor organization. All rights to
amend, modify, suspend or terminate the Plan shall be transferred to
the successor organization, effective as of the date of the combination
or sale.
8.04 Release. Any payment to Participant or Beneficiary, or to their legal
representatives, in accordance with the provisions of the Plan, shall
to the extent thereof be in full satisfaction of all claims hereunder
against the Committee, the Plan Administrator and the Corporation, any
of whom may require such Participant, Beneficiary, or legal
representative, as a condition precedent to such payment, to execute a
receipt and release therefor in such form as shall be determined by the
Plan Administrator, the Committee, or the Corporation, as the case may
be.
8.05 Governing Law. The Plan shall be governed by the laws of the State of
North Carolina.
8.06 Costs of Collection: Interest. In the event the Participant collects
any part or all of the payments due under the Plan by or through a
lawyer or lawyers, the Corporation will pay all costs of collection,
including reasonable legal fees incurred by the Participant. In
addition, the Corporation shall pay to the Participant interest on all
or any part of the payments that are not paid when due at a rate equal
to the Prime Rate as announced by First Charter National Bank or its
successors from time to time.
8.07 Successors and Assigns. The Plan shall be binding upon the successors
and assigns of the parties hereto.
IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Directors' Deferred Compensation Plan to be duly executed and its seal
to be hereunto affixed on the date indicated below.
FIRST CHARTER CORPORATION
By: /s/ LAWRENCE M. KIMBROUGH
Title: President and Chief Executive Officer
[CORPORATE SEAL]
Attest:
/s/ ANNE C. FORREST
Anne C. Forrest
Assistant Secretary
9