EXHIBIT 10(b)
OO82-mea
6-1-81
218100-015-001
* THIS PLAN WAS ASSUMED BY
CLEVELAND - CLIFFS INC
----------------------
ON JULY 1, 1985.
THE CLEVELAND-CLIFFS IRON COMPANY *
PLAN FOR DEFERRED
PAYMENT OF DIRECTORS' FEES
--------------------------
1. Purpose of Plan.
---------------
It is the purpose of this Plan for Deferred Payment of Directors' Fees
(the "Plan") to enable each Director of The Cleveland-Cliffs Iron Company (the
"Company") to defer some or all fees which may be payable to the Director for
future services to be performed by him as a member of the Board of Directors of
the Company, or as a member of any committee thereof.
2. Eligibility.
-----------
Any director of the Company who is separately compensated for his
services on the Company's Board of Directors, or on any committee of such
Board, shall be eligible to participate in the Plan. Any Director who
participates in the Plan is referred to as a "Participant."
3. Manner of Election.
------------------
Any person wishing to participate in the Plan must file with the
Secretary of the Company at 1460 Union Commerce Building, Cleveland, Ohio
44115, a written notice, on the Notice of Election form attached as Exhibit A,
electing to defer payment
2
of all or a portion of his compensation as a Director (an "Election"). If
filed not later than June 30, 1981, following the adoption on June 4, 1981 of
this Plan by the Board of Directors, the Election shall be effective with
respect to compensation as a Director of the Company earned on or after July 1,
1981 in the balance of such calendar year, and except as otherwise provided
below in subsequent calendar years. In other cases, a person from whom an
Election is not in effect may elect to Participate in the Plan as follows: (a)
with respect to Directors' fees payable for any calendar year by filing an
Election, in accordance with the procedure described above, on or before
December 31 of the preceding calendar year; and (b) with respect to Directors'
fees payable for any portion of a calendar year which remains at the time of
such person's initial election to the office of Director of the Company, or
any subsequent re-election if immediately prior thereto he was not serving as a
Director, by filing within 30 days subsequent to such election or re-election,
an Election, in accordance with the procedure described above. In that event,
such Election shall be effective only with respect to compensation earned in
the calendar quarter following such election and thereafter as such a Director.
An effective Election may not be revoked or modified with respect to directors'
fees payable for the calendar year or portion of a calendar year for which such
Election is effective and such Election, unless terminated or
3
modified as described below, shall apply to Directors' fees payable with
respect to each subsequent calendar year. An effective Election may be
terminated or modified for any subsequent calendar year by the filing, as
described above, of either a new Election, in regard to modifications, or a
notice of Termination, on the form attached as Exhibit B, in regard to
terminations, on or before December 31 immediately preceding the calendar year
for which such modification or termination is to be effective. An effective
Election shall also terminate on the date a person ceases to be a Director. A
person for whom an effective Election is terminated may thereafter file a new
Election for future calendar years for which he is eligible to participate in
the Plan.
4. Deferred Compensation Accounts.
------------------------------
The amount of any Director's fees deferred in accordance with an
Election shall be credited to a deferred compensation account maintained by the
Company on its books in the name of the Director ("Deferred Compensation
Account").
In the case of a Participant who has elected that amounts credited to
his account under this Plan be invested in whole shares of Common Shares of the
Company, all amounts so credited to the account of such Participant under this
Plan, to the extent prescribed by the Participant in his election,
4
shall be invested and reinvested quarterly by the Company in whole shares of
Common Shares of the Company;
In lieu of the cash dividends which would be payable on the shares of
the Common Shares of the Company credited to the account of a participant on
any dividend record date if such shares were then outstanding in the hands of
the public, the Company shall credit the account of such Participant, on the
dividend payment date, with an amount equivalent to such dividends ("dividend
equivalents"). The shares of Common Shares of the Company credited to the
account of a Participant shall be adjusted to reflect any stock dividends or
stock splits in respect to Common Shares. Further, if the Company shall issue
any other shareholder right, it shall, on the date of such issuance, credit to
the account of each Participant the amount of the value of the right which
would have been issued on the share of Common Shares of the Company credited to
such account on the record date for such distribution if such shares had been
owned by the Participant.
5. No Trust or Lien etc.
---------------------
Solely for convenience in administering the Plan and in describing the
cash and Common Shares of the Company attributable to the investment or
reinvestment of the amounts credited to the account of a Participant, the
amount of such
5
cash, and the amount of such Common Shares shall be reflected in the account of
such Participant and shall be respectively referred to in the Plan as cash and
Common Shares of the Company "credited" to such account, or as assets
"credited" to such account. However, the purpose of the Plan is merely to
describe an unsecured promise by the Company to make the payments or
distributions described in the Plan and not to create any trust for the benefit
of any Participant or any other person, including, without limitation, any
death beneficiary described in Section 12 of the Plan. All right, title and
interest in cash and Common Shares of the Company referred to in the Plan and
credited to the account of a Participant shall remain at all times solely in
the Company (the account being merely a record of the Company's unsecured
contractual obligation under the Plan). No cash or Common Shares of the
Company credited under the Plan to a Participant's account on the books of the
Company shall be held in trust for such Participant or any other person,
including, without limitation, any death beneficiary referred to in Section
12, and neither such Participant nor any other person, including, without
limitation, any death beneficiary referred to in Section 12, shall have any
right, title or interest of any kind in any such cash or Common Shares.
6. Annual Report to Participants
-----------------------------
The Treasurer of the Company shall keep an accurate record of the cash
and Common Shares of the Company credited
6
to the account of each Participant, and as of the end of each calendar year
shall deliver to each Participant a written statement showing the cash and such
Common Shares credited to his account.
7. Adjustment of Deferred Compensation Account.
-------------------------------------------
As of each Accounting Date (as defined below), the Deferred
Compensation Account for each Director shall be adjusted for the period elapsed
since the last preceding Accounting Date to reflect the adjustments required by
this Plan, including the following:
(a) FIRST, the account shall be charged with any distribution made during
the period in accordance with Section 10 below, and any taxes, costs
and expenses paid by the Company with respect to the sale of any
Common Shares credited to such account, as described in Section 9.
(b) THEN, the account shall be credited with the Interest Factor for that
period, as defined in Section 8, below, with respect to the amount
of any cash remaining in the account, and with respect to any "dividend
equivalents" or other amounts described in Section 4.
7
(c) FINALLY, the account shall be credited with the amount, if any, of
any Director's fees deferred during that period in accordance
with an effective Election under Section 3, above.
For purposes of this Plan, the term "Accounting Date" means each March 31, June
30, September 30 and December 31.
8. Interest Factor.
---------------
As at any Accounting Date, the term "Interest Factor" means an amount,
if any, determined by multiplying (i) an amount equal to the cash credited to
the Director's Deferred Compensation Account for the period remaining credited
to such Account in such quarterly accounting period, by (ii) a percentage
determined by multiplying (A) the weighted average of the annual prime rates of
interest in effect at The AmeriTrust Company, Cleveland, Ohio for such
quarterly accounting period by (B) a fraction, the numerator of which is the
number of days in the period in which such amount of cash was credited to such
account; and the denominator of which is the total number of days in such year.
9. Sale of Common Shares preliminary to any distribution.
------------------------------------------------------
In anticipation of any distribution to a Participant, the Treasurer of
the Company shall convert into cash, through
8
sale or otherwise, some or all of the common Shares of the Company which might
otherwise be distributed at the time of the ensuing distribution to the
Participant as provided in Section 10 below. In such event the account of the
Participant shall be appropriately adjusted and such cash proceeds (after
deduction of taxes or other costs and expenses, if any, paid by the Company
because of the sale) shall be paid to the Participant as provided in Section
10 below.
10. Manner of Payment.
-----------------
The amounts credited to a Participant's Deferred Compensation Account
under this Plan will be paid to him or, in the event of his death, to his
designated beneficiary, in accordance with his Election. If a participant
elects to receive payment of such account in installments rather than in a
lump-sum, the payment period shall not exceed ten years following the Payment
Commencement Date, as defined in Section 11 below.
If distributions are to be made in annual installments, each annual
distribution, after the first distribution, shall be made approximately one
year after the preceding annual distribution.
(a) At each annual date for distribution, there shall be distributed to
the Participant in cash an amount equal to the appropriate fraction of the sum
of the fair market value of Common Shares and the cash then credited to his
account.
9
(b) The fraction referred to in (a) above of this Section 10 shall be
as follows:
The numerator shall be one; and the denominator shall be that number
determined by subtracting from (i) the original aggregate number of annual
installments previously elected as the period over which distributions are to
be made, (ii) the number of annual distributions, if any, theretofore made to
the Participant and, in the event of his death, to any of his death
beneficiaries.
(c) Notwithstanding the provisions of (a) and (b) of this Section 10,
the Plan Committee, in its absolute discretion exercised in good faith, may
accelerate the rate of distribution provided for in such (a) and (b), but only
in the case of financial hardship, as determined by and in the sole discretion
of the the Plan Committee. If there is no Plan Committee, such decision shall
be made by the Board. However, no member of the Board shall participate in any
such decision with respect to such member as a Participant.
The balance of the account shall be appropriately reduced in accordance
with this Section 10, above, to reflect the installment payments made
hereunder. Amounts of cash held pending distribution pursuant to this Section
10 shall continue to be credited with the Interest Factor as described in
Section 8 above.
10
11. Payment Commencement Date.
-------------------------
Payments of amounts credited to the account of a Participant with
respect to Director fees deferred with respect to any calendar year Pursuant to
an election under the Plan, and any additional amounts credited to a
Participant's account under this Plan with respect to such amounts or
increments thereto under this Plan, shall commence on March 30 of the calendar
year following the calendar year in which the Participant ceases to be a
Director of the Company, unless the Participant, at the time of his or her
election to defer any fees earned for such calendar year, elected that such
amounts deferred pursuant to such election for such calendar year and any
additional amounts credited to such Participant's account under this Plan with
respect to such deferred amounts, elected that payments of all of such amounts
be made on March 30 of the calendar year following the calendar year in which
the Participant reaches his or her 65th birthday. Any such election with
respect to the amount of director fees for a given calendar year which are
deferred pursuant to this Plan shall be irrevocable.
12. Beneficiary Designation.
-----------------------
A Participant may designate, in the Beneficiary Designation form
attached as Exhibit C, any person or persons
11
to whom payments are to be made if the Participant dies before receiving
payment of all amounts due hereunder, and the proportion or proportions in
which distributions of such amounts are to be made to each such person. A
beneficiary designation will be effective only after the signed Beneficiary
Designation form is filed with and accepted by the Secretary of the Company
while the Director is alive and will cancel all beneficiary designations signed
and filed earlier. Any person or persons so effectively designated are
referred to as death beneficiaries. Any such designation may be terminated or
modified from time to time by the Participant. If and to the extent that a
Participant fails to designate a death beneficiary or if all of the death
beneficiaries of the Participant die before the death of the Participant or
before complete payment of all amounts credited to the Participant's account
under this Plan, the remaining unpaid amounts shall be paid in one lump sum to
the estate of the last to die of the Participant or the Participant's
designated death beneficiaries, if any.
13. Non-Alienability of Benefits.
----------------------------
Neither any Participant nor any death beneficiary designated by him
pursuant to Section 12 of this Plan shall have any right to, directly or
indirectly, alienate, assign or encumber any amount that is or may be payable
hereunder, nor shall any such amounts be subject to alienation, assignment,
encumbrance
12
or garnishment, voluntary or involuntary, by process of law or otherwise.
14. Administration of Plan.
----------------------
Full power and authority to construe, interpret and administer the Plan
shall be vested in (i) a committee of the Board of Directors consisting of
those Directors who are not Participants under the Plan, and selected by the
Board of Directors to serve as such Committee ("Plan Committee"), or (ii) if
each member of the Board is a Participant in the Plan, then, the entire Board,
but in such latter event, no member of the Board who is a Participant shall
participate in any decision affecting uniquely such member as a Participant.
Decisions of such committee, or such Board, as the case may be, made in good
faith, shall be final, conclusive and binding upon all parties.
15. Amendment or Discontinuance of Plan.
-----------------------------------
At the sole discretion of the Board this Plan may be discontinued or
changed at any time, and from time to time, at the sole discretion of the
Board, or the Plan Committee to the extent that the Board may delegate such
authority to such Plan Committee; provided that in the event of such
discontinuance or change in the Plan the amounts and Common Shares of the
Company theretofore credited to the account of
13
such Participant prior to such discontinuance or change in the Plan (including,
without limiting the generality of the foregoing, amounts attributable to the
investment or reinvestment of the amounts theretofore credited thereto pursuant
to the Company's obligation under the Plan and all additions thereto) shall be
distributed at the time, and subject to the provisions and qualifications
hereinabove set forth. Notwithstanding the foregoing, the Board or such Plan
Committee may make any change in the Plan that, under all the Circumstances, is
beneficial and equitable to the Participant and is consistent with the spirit
and purposes of the Plan. However, no Director who is a Participant of the
Plan shall participate in any such decision uniquely applicable to such
Participant.
16. Exception.
---------
In the absence of bad faith or gross neglect of duty on his part, no
member or former member of the Plan Committee or the Board of directors shall
have any liability to the Company or to any other person, firm or corporation
arising out of or connected with the administration of the Plan for any
decision made in good faith.
14
17. Governing Law.
-------------
The provisions of this Plan shall be interpreted and construed in
accordance with the laws of the State of Ohio.
18. Effective Date.
--------------
This Plan shall become effective on July 1, 1981.
Exhibit A
Form #1*
NOTICE OF ELECTION*
------------------
The Cleveland-Cliffs Iron Company
Re: Plan for Deferred Payment of
Director's Fees (the "Plan")
----------------------------
1. Pursuant to the provisions of the Plan, I elect to have fees
payable to me for services on The Cleveland-Cliffs Iron Company Board of
Directors and on any committee of such Board of Directors deferred in the
manner specified below. I understand that if this election is filed on or
before June 30, 1981, it shall be irrevocable with respect to Director fees
earned by me on and after July 1, 1981 in balance of such calendar year and in
each subsequent calendar year, and shall continue in effect for subsequent
calendar years, except as provided below.
Any election described in the preceding paragraph shall be irrevocable
as to Director fees earned in any subsequent calendar year except to the extent
I file a Notice of Election or Notice of Termination on or before the December
31 prior to any such subsequent calendar year.
2. Percentage of Fees Deferred: ________ %
__________________
* This Form of Election to be used only by a person who is a member of the
Board of Director on June 4, 1981 and files this Form of Election on or
before June 30, 1981.
2
3. Investment of Amounts Deferred.
------------------------------
I further elect that __________ percentage of all Director fees earned
for each year of services and deferred pursuant to my election, shall be
invested by the Company in whole shares of Common Shares of the Company,
pursuant to the terms of such Plan, and such Common Shares shall be credited to
my account as a Participant under such Plan, all pursuant to the terms and
conditions of such Plan.
4. Method of Payment:
-----------------
__________ Lump Sum, or
__________ Installments over a period of Years (not over ten).
5. Payment of deferred fees shall commence on March 30 of the Year of
Deferred Payment selected.
6. Installment payments:
--------------------
Installment payments of amounts credited to my account under the Plan
shall commence on March 30 of the calendar year following the calendar year in
which I cease to be a Director of the Company, unless I elect the following
commencement date:
__________ March 30 of the calendar year following the calendar year in
which I reach my 65th birthday, whether or not I previously ceased to be a
Director of the Company.
7. Lump Sum Payment:
----------------
If payment of amounts credited to my account is to be made in a lump
sum rather than in installments, pursuant to my election to have payments made
in a lump sum, such lump sum payment shall be made on March 30 of the calendar
year following the calendar year in which I cease to be a Director, unless I
elect following payment date:
__________ March 30 of the calendar year following the calendar year in
which I reach my 65th birthday, whether or not I previously ceased to be a
Director of the Company.
8. If election was made to have payments made in installments,
identify the frequency of installments: (Select One)
3
Annually (payable on March 30) __________
Quarterly (Payment on March 30,
June 29, September 29, and
December 30) __________
Date _____________________________ Signature ______________________________
Date Election is received by the Secretary:
Date _____________________________ Signature ______________________________
Secretary of Company
Exhibit A
Form #2*
NOTICE OF ELECTION*
------------------
The Cleveland-Cliffs Iron Company
Re: Plan for Deferred Payment of
Director's Fees (the "Plan")
----------------------------
1. Pursuant to the provisions of the Plan, I elect to have fees
payable to me for services on The Cleveland-Cliffs Iron Company Board of
Directors and on any committee of such Board of Directors deferred in the
manner specified below. With respect to any election filed on or after July 1,
1981, I understand that this election shall be irrevocable as to fees earned by
me during the next full calendar year and each subsequent calendar year, and
shall continue in effect for subsequent calendar years except as provided
below.
Any election described in the preceding paragraph shall be irrevocable
as to Director fees earned in any subsequent calendar year except to the extent
I file a Notice of Election or Notice of Termination on or before the December
31 prior to any such subsequent calendar year.
2. Percentage of Fees Deferred: __________ %
____________________
* This Form of Election to be used only by a member of the Board who files
this Form of Election on or after July 1, 1981, and for whom Form #3 is not
appropriate.
2
3. Investment of Amounts Deferred.
------------------------------
I further elect that _____ percentage of all Director fees earned for
each year of Services and deferred pursuant to my election, shall be invested
by the Company in whole shares of Common Shares of the Company, pursuant to the
terms of such Plan, and such Common Shares shall be credited to my account as a
Participant under such Plan, all pursuant to the terms and conditions of such
Plan.
4. Method of Payment:
-----------------
__________ Lump Sum, or
__________ Installments over a period of Years (not over ten).
5. Payment of deferred fees shall commence on March 30 of the Year of
Deferred Payment selected.
6. Installment payments:
--------------------
Installment payments of amounts credited to my account under the Plan
shall commence on March 30 of the calendar year following the calendar year in
which I cease to be a Director of the Company, unless I elect the following
commencement date:
_______ March 30 of the calendar year following the calendar year in
which I reach my 65th birthday, whether or not I previously ceased to be a
Director of the Company.
7. Lump Sum Payments:
-----------------
If payment of amounts credited to my account is to be made in a lump
sum rather than in installments, pursuant to my election to have payments made
in a lump sum, such lump sum payment shall be made on March 30 of the calendar
year following the calendar year in which I cease to be a Director, unless I
elect following payment date:
____ March 30 of the calendar year following the calendar year in which
I reach my 65th birthday, whether or not I previously ceased to be a Director
of the Company.
8. If election was made to have payments made in installments,
identify the frequency of installments: (Select One)
3
Annually (payable on March 30) _______
Quarterly (payable on March 30,
June 29, September 29, and
December 30) _______
Date ____________________________ Signature ______________________________
Date Election is received by the Secretary:
Date ____________________________ Signature ______________________________
Secretary of Company
Exhibit A
Form #3*
NOTICE OF ELECTION*
The Cleveland-Cliffs Iron Company
Re: Plan for Deferred Payment of
Director's Fees (the "Plan")
----------------------------
1. Pursuant to the provisions of the Plan, I elect to have fees
payable to me for services on The Cleveland-Cliffs Iron Company Board of
Directors and on any committee of such Board of Directors deferred in the
manner specified below. With respect to Director fees earned by me for any
portion of a calendar year which remains at the time of my initial election to
the office of Director of the Company, or any subsequent reelection if
immediately prior thereto I was not serving as a Director, the election must be
made within 30 days subsequent to such election or re-election to be effective
with respect to such Director fees earned in the subsequent calendar quarters
of such calendar year. Such election shall be irrevocable with respect to such
portion of the calendar year which remains, and each subsequent calendar year,
and shall continue in effect for subsequent calendar years except as provided
below.
Any election described in the preceding paragraph shall be irrevocable
as to Director fees earned in any subsequent calendar year except to the extent
I file a Notice of Election or Notice of Termination on or before the December
31 prior to any such subsequent calendar year.
2. Percentage of Fees Deferred: __________ %
____________________
* This Form of Election to be used only by a person who is elected or
re-elected to the Board of Directors after July 1, 1981 and who immediately
prior to such election or re-election was not a member of the Board of
Directors.
2
3. Investment of Amounts Deferred.
------------------------------
I further elect that __________ percentage of all Director fees earned
for each year of services and deferred pursuant to my election, shall be
invested by the Company in whole shares of Common Shares of the Company,
pursuant to the terms of such Plan, and such Common Shares shall be credited to
my account as a Participant under such Plan, all pursuant to the terms and
conditions of such Plan.
4. Method of Payment:
-----------------
__________ Lump Sum, or
__________ Installments over a period of Years (not over ten).
5. Payment of deferred fees shall commence on March 30 of the Year of
Deferred payment selected.
6. Installment payments:
--------------------
Installment payments of amounts Credited to my account under the Plan
shall commence on March 30 of the calendar year following the calendar year in
which I cease to be a Director of the Company, unless I elect the following
commencement date:
__________ March 30 of the calendar year following the calendar
year in which I reach my 65th birthday, whether or not I previously ceased to
be a Director of the Company.
7. Lump Sum Payment:
----------------
If payment of amounts credited to my account is to be made in a lump
sum rather than in installments, pursuant to my election to have payments made
in a lump sum, such lump sum payment shall be made on March 30 of the calendar
year following the calendar year in which I cease to be a Director, unless I
elect following payment date:
__________ March 30 of the calendar year following the calendar year in
which I reach my 65th birthday, whether or not I previously ceased to be a
Director of the Company.
8. If election was made to have payments made in installments,
identify the frequency of installments: (Select One)
3
Annually (payable on March 30) __________
Quarterly (payable on March 30,
June 29, September 29, and
December 30) __________
Date __________________________ Signature ______________________________
Date Election is received by the Secretary:
Date __________________________ Signature ______________________________
Secretary of Company
Exhibit B
NOTICE OF TERMINATION
---------------------
Secretary
The Cleveland-Cliffs Iron Company
1460 Union Commerce Building
Cleveland, Ohio 44115
The Cleveland-Cliffs Iron Company
Re: Plan for Deferred Payment of
Directors' Fees (the "Plan")
----------------------------
Pursuant to the provisions of the Plan, I hereby terminate my participation
in the Plan effective as of January 1, 19__.
Date __________________________ Signature ______________________________
EXHIBIT C
DESIGNATION OF DEATH BENEFICIARIES
----------------------------------
Secretary
The Cleveland-Cliffs Iron Company
1460 Union Commerce Building
Cleveland, Ohio 44115
The Cleveland-Cliffs Iron Company
Re: Plan for Deferred Payment of
Directors' Fees (the "Plan")
----------------------------
Any amounts credited to my account under the Plan unpaid at my death
shall be paid to the following primary beneficiary or beneficiaries, in the
proportions designated:
%
- -------------------------- --------- ------------------------
Name Proportion Relationship
- ------------------------------------------------------------------------------
Address
%
- -------------------------- --------- ------------------------
Name Proportion Relationship
- ------------------------------------------------------------------------------
Address
%
- -------------------------- --------- ------------------------
Name Proportion Relationship
- ------------------------------------------------------------------------------
Address
2
If any named primary beneficiary predeceases me, and I have not
otherwise provided for disposition of the balance of the payments credited to
my account to be paid to such primary beneficiary how such primary beneficiary
continued to have, then, in that event, the balance of such payments shall be
paid to the person or persons designated below, in each case, in the
proportions designated below:
%
- -------------------------- --------- ------------------------
Name Proportion Relationship
- ------------------------------------------------------------------------------
Address
%
- -------------------------- --------- ------------------------
Name Proportion Relationship
- ------------------------------------------------------------------------------
Address
%
- -------------------------- --------- ------------------------
Name Proportion Relationship
- ------------------------------------------------------------------------------
Address
This designation supercedes any previous beneficiary designation made
by me with respect to the amounts credited to my account under the Plan. I
hereby reserve the right to terminate or modify any designation made by this
Instrument, at any time or from time to time.
Date ____________________ ______________________________
Signature
Date ____________________ ______________________________
Witness
3
Date Designation is received by Secretary
____________________ ______________________________
Date Secretary of Company
4
0082-mea
218100-015-001
6-2-81
SUMMARY
OF PLAN FOR DEFERRED
PAYMENT OF DIRECTORS' FEES
1. You may elect to defer some or all of your retainer and attendance fees by
completing and filing a Notice of Election (Exhibit "A") with the
Secretary.
2. Once you elect you may not revoke or modify the deferral for the remainder
of the then current calendar year.
3. On or before December 31st of any year, you may terminate or modify your
participation in the Plan for subsequent calendar years.
4. The amount which you defer will be credited to a deferred compensation
account in your name, and will earn quarterly interest as determined by the
prime rate at AmeriTrust Company (formerly The Cleveland Trust Company) or,
if and to the extent you so elect, the amounts credited to your account
will be invested in whole shares of Common Shares of the Company.
5. The amount which you defer and any interest credited to your account, or if
any amounts were invested in Common Shares of the Company, any dividend
equivalents with respect to such shares and the proceeds from the sale of
Common Shares of the Company will be paid to you or, in the event of your
death, your designated beneficiary, in a lump sum, or if you so elect, in
installments over a period not in excess of ten years.
6. You should complete and file a Beneficiary Designation (Exhibit "C") with
the Secretary.
7. Your participation in the Plan terminates on the date you no longer serve
as a Director. Your first deferred payment (or lump sum) will be paid on
March 30th of the year following the year you cease to be a Director, or
the year following your 65th birthday, as you select on Exhibit "A".
8. This Plan was adopted by the Board at its June 4, 1981 meeting and it
becomes effective as of July 1, 1981. To participate immediately you must
file Exhibit "A" with the Secretary on or before June 30, 1981.
9. In general, under current principles, the amount you defer and any
increments credited to your account will not be subject to U.S income
taxation until received.