ex10_05.htm


    
       

      

      
        
        

      

    


    FOURTH
      AMENDED AND RESTATED

    EASTMAN
      DIRECTORS' DEFERRED COMPENSATION
      PLAN

    


    Preamble.                                The
      Fourth Amended and Restated Eastman Directors' Deferred Compensation Plan is
      an
      unfunded, non-qualified deferred compensation arrangement for non-employee
      members of the Board of Directors of Eastman Chemical Company (the "Company").
      Under the Plan, each Eligible Director is annually given an opportunity to
      elect
      to defer payment of part of his or her compensation for serving as a Director.
      This Plan originally was adopted effective January 1, 1994, was amended and
      restated effective as of December 1, 1994, as of May 2, 1996, and October 10,
      1996 and is further amended and restated effective as of August 1, 2007 in
      order
      to comply with Section 409A of the Internal Revenue Code of 1986, as
      amended.

    


    Section
      1.                                Definitions.

    


    "Account"
      means the Interest Account or
      the Stock Account.  If applicable,

    the
      Interest Account and the Stock
      Account are each further sub-divided into aGrandfathered Account and a
      Non-Grandfathered Account.

    


    "Board"
      means the Board of Directors of
      the Company.

    


    
      	
               

            	
              "Change
                In Control" means a change in control of the Company of a nature
                that
                would be required to be reported (assuming such event has not been
                previously reported") in response to Item l(a) of a Current Report
                on Form
                8-K, as in effect on December 31, 2001, pursuant to Section 13 or
                15(d) of
                the Exchange Act; provided that, without limitation, a Change In
                Control
                shall be deemed to
                have occurred at such time as
                (i) any "person" within the meaning of Section
                14(d) of the Exchange Act, other than the Company, a
                subsidiary of the Company, or any employee benefit plan(s) sponsored
                by
                the Company or any subsidiary of the Company, is or has become the
                "beneficial owner," as defined in Rule l3d-3 under the Exchange Act,
                directly or indirectly, of 25% or more of the combined voting power
                of the
                outstanding securities of the Company ordinarily having the right
                to vote
                at the election of directors; provided, however, that the following
                will
                not constitute a Change In Control: any acquisition by any corporation
                if,
                immediately following such acquisition, more than 75% of the outstanding
                securities of the acquiring corporation ordinarily having the right
                to
                vote in the election of directors is beneficially owned by all or
                substantially all of those persons who, immediately prior to such
                acquisition, were the beneficial owners of the outstanding securities
                of
                the Company ordinarily having the right to vote in the election of
                directors; or (ii) individuals who constitute the Board on January
                1, 2002
                (the "Incumbent Board") have ceased for any reason to constitute
                at least
                a majority thereof, provided that: any person becoming a director
                subsequent to January 1, 2002 whose election, or nomination for election
                by the Company's shareowners, was approved by a vote of at least
                three-quarters (3/4) of the directors comprising the Incumbent Board
                (either by a specific vote or by approval of the proxy statement
                of the
                Company in which such person is named as a nominee for director without
                objection to such nomination) shall be, for purposes of the Plan,
                considered as though such person were a member of the Incumbent Board;
                or
                (iii) upon approval by the Company's shareowners of a reorganization,
                merger or consolidation, other than one with respect
                to which all or substantially all of those persons who were the beneficial
                owners, immediately prior to such reorganization, merger or consolidation,
                of outstanding securities of the Company ordinarily having the right
                to
                vote in the election of directors own, immediately after such transaction,
                more than 75% of the outstanding securities of the resulting corporation
                ordinarily having the right to vote in the election of directors;
                or (iv)
                upon approval by the Company's stockholders of a complete liquidation
                and
                dissolution of the Company or the sale or other disposition of all
                or
                substantially all of the assets of the Company other than to a subsidiary
                of the Company.

            


    

    


    "Nominating
      and Corporate Governance Committee" means the Nominating and Corporate
      Governance Committee of the Board.

    


    “Class
      Year” means each calendar year.   Notwithstanding the foregoing,
      the “2004 Class Year” includes all amounts deferred into the Plan in 2004 and in
      any calendar years prior to 2004.

    


    “Code”
means
      the Internal Revenue Code
      of 1986, as amended.

    


    "Common
      Stock" means the $.01 par value common stock of the Company.

    


    "Company"
      means Eastman Chemical Company.

    


    "Deferrable
      Amount" means an amount equal to the sum of the Eligible Director's cash
      compensation, including retainer, meeting fees, and any other compensation
      otherwise payable in cash.

    


    "Eligible
      Director" means a member of the Board of Directors of the Company who is not
      an
      employee of the Company or any subsidiary of the Company.

    


    "Enrollment
      Period" means the period designated by Global Benefits or the Nominating and
      Corporate Governance Committee each year; provided however, that such period
      shall end on or before December 31 of each year

    


    "Exchange
      Act" means the Securities Exchange Act of 1934, as amended.

    


    
      	
               

            	
              “Grandfathered
                Account” means the value of the Interest Account and Stock Account of each
                Participant on December 31, 2004, including (i) any amounts the
                Participant is entitled to receive during 2004 that have not be credited
                to a Participant’s Interest Account or Stock Account as of December 31,
                2004, and (ii) any earnings accruing to the Participant’s Grandfathered
                Account.  For purposes of this Plan, no portion of a
                Participant’s Grandfathered Account shall be subject to Code Section
                409A.  For purposes of this Plan, the “Non-Grandfathered
                Account” shall equal the value of the Participant’s Interest Account and
                Stock Account on the date of the Participant’s Termination of Employment,
                minus the amount of the Participant’s Grandfathered
                Account.  The Non-Grandfathered Account shall be subject to Code
                Section 409A.

            


    


    
      	
               

            	
              “Hardship”
                means an emergency event beyond the Participant’s control which would
                cause the Participant severe financial hardship if the payment of
                amounts
                from his or her Interest Account or Stock Account were not
                approved.  Any distribution for Hardship shall be limited to
                distributions from the Participant’s Grandfathered
                Account.

            


    

    


    "Interest
      Account" means the account established by the Company for each Participant
      for
      compensation deferred pursuant to this Plan and which shall bear interest as
      described in Section 4.1 below. The maintenance of individual Interest Accounts
      is for bookkeeping purposes only.  If applicable, each Interest
      Account shall be further sub-divided into a Grandfathered Account and
      Non-Grandfathered Account.

    


    "Interest
      Rate" means the monthly average of bank prime lending rates to most favored
      customers as published in The
      Wall Street Journal, such average to be determined as of the last
      day of each month.

    


    "Market
      Value" means the closing price of the shares of Common Stock on the New York
      Stock Exchange on the day on which such value is to be determined or, if no
      such
      shares were traded on such day, said closing price on the next business day
      on
      which such shares are traded; provided, however, that if at any relevant time
      the shares of Common Stock are not traded on the New York Stock Exchange, then
      "Market Value" shall be determined by reference to the closing price of the
      shares of Common Stock on another national securities exchange, if applicable,
      or if the shares are not traded on an exchange but are traded in the
      over-the-counter market, by reference to the last sale price or the closing
      "asked" price of the shares in the over-the-counter market as reported by the
      National Association of Securities Dealers Automated Quotation System (NASDAQ)
      or other national quotation service.

    


    "Plan"
      means this Fourth Amended and Restated Eastman Directors' Deferred Compensation
      Plan.

    


    "Participant"
      means an Eligible Director who elects for one or more years to defer
      compensation pursuant to this Plan.

    


    "Stock
      Account" means the account established by the Company for each Participant,
      the
      performance of which shall be measured by reference to the Market Value of
      Common Stock. The maintenance of individual Stock Accounts is for bookkeeping
      purposes only.  If applicable, each Stock Account shall be further
      sub-divided into a Grandfathered Account and Non-Grandfathered
      Account.

    


     “Unforeseeable
      Emergency” means severe financial hardship of the Participant resulting from an
      illness or accident of the Participant, the Participant’s spouse, the
      Participant’s beneficiary or a dependent (as defined in Section 152 of the Code
      without regard go Section 152(b)(1), (b)(2) and (d)(1)(B), loss of the
      Participant’s property due to casualty (including the need to rebuild a home not
      otherwise covered by insurance), or other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the control
      of
      the Participant.  Except as otherwise provided herein, the purchase
of
      a home
      and the payment of college tuition are not unforeseeable
      emergencies.  Any distribution for an Unforeseeable Emergency shall be
      limited to amounts in a Participant’s Non-Grandfathered Account.

    


    "Valuation
      Date" means each business day.

    


    Section
      2.                                Deferral
      of Compensation. An Eligible Director may elect to defer receipt of all or
      any portion of his or her Deferrable Amount to his or her Interest Account
      and/or Stock Account. No deferral shall be made of any compensation payable
      after termination of the Eligible Director's service on the Board.

    


    Section
      3.                                Time
      of Election of Deferral. An Eligible Director who wishes to defer
      compensation must irrevocably elect to do so during the applicable Enrollment
      Period. The Enrollment Period shall end prior to the first day of the service
      year with respect to the applicable Deferrable Amount.  The “service
      year” is the Eligible Director’s taxable year in which the services related to
      the Deferrable mount will be performed by the Eligible
      Director.  Elections shall be made annually for each Class
      Year.

    


    Section
      4.                                Hypothetical
      Investments.

    


    Section
      4.
      1.                                    Interest
      Account. Amounts in a Participant's Interest Account are hypothetically
      invested in an interest bearing account which bears interest computed at the
      Interest Rate, compounded monthly.

    


    
      	
               

            	
              Section
                4.2.  Stock Account.  Amounts in a
                Participant's Stock Account are hypothetically invested in units
                of Common
                Stock. Amounts deferred into a Stock Account are recorded as units
                of
                Common Stock, and fractions thereof, with one unit equating to a
                single
                share of Common Stock. Thus, the value of one unit shall be the Market
                Value of a single share of Common Stock. The use of units is merely
                a
                bookkeeping convenience; the units are not actual shares of Common
                Stock.
                The Company will not reserve or otherwise set aside any Common Stock
                for
                or to any Stock Account. The maximum number of Common Stock units
                that may
                be hypothetically purchased by deferral of compensation to Stock
                Accounts
                under this Plan is 80,000.

            


    

    


    Section
      5.                      Deferrals
      and Crediting Amounts to Accounts.

    


    Section
      5.
      1.                                    Manner
      of Electing Deferral. An Eligible Director may elect to defer compensation
      for each Class Year by completing the deferral election process established
      by
      Global Benefits.   Each Eligible Director shall elect, in the
      manner specified by Global Benefits: (i) the amount of Deferrable Amount to
      be
      deferred; and (ii) the portion of the deferral to be credited to the
      Participant's Interest Account and Stock Account, respectively. An election
      to
      defer compensation shall be irrevocable following the end of the applicable
      Enrollment Period, but the portion of the deferral to be credited to the
      Participant's Interest Account and Stock Account, respectively, may be
      reallocated by the Participant in the manner specified by the Nominating and
      Corporate Governance Committee or its authorized designee through and including
      the business day immediately preceding the date on
      which
      the deferred amount is credited to the Participant's Accounts pursuant to
      Section 5.2.

    


    Section
      5.2.  Crediting of Amounts to Accounts.  Except
      as otherwise provided in this Section, amounts to be deferred each Class Year
      shall be credited to the Participant's Interest Account and/or Stock Account,
      as
      applicable, as of the date such amounts are otherwise payable.  In the
      event that the Participant has failed to make an election, amounts to be
      deferred each Class Year shall be credited to the Participant’s Interest
      Account. Notwithstanding the foregoing, each and every Deferrable Amount, when
      initially credited to the Participant’s Account, shall be held in a
      Participant’s Interest Account until the next date that dividends are paid on
      Common Stock (see Section 7.6 of the Plan); and on such date the Deferrable
      Amount that would have been initially credited to the Participant’s Stock
      Account but for this sentence shall be transferred, together with allocable
      interest thereon, to the Participant’s Stock Account, provided that such
      transfer shall be subject to the restrictions set forth in Section
      7.2.

    


    Section
      6.                                Deferral
      Period.   Subject to Sections 9, 10 and 17 hereof, the
      compensation which a Participant elects to defer under this Plan shall be
      deferred until the Participant dies or ceases to serve as a member of the Board.
      Any such election shall be made during the applicable Enrollment Period on
      the
      deferred compensation form referenced in Section 5 above. The payment of a
      Participant's account shall be governed by Sections 8, 9, 10 and 17, as
      applicable.

    


    Section
      7.                                Investment
      in the Stock Account and Transfers Between Accounts.

    


    Section
      7.
      1.                                    Election
      Into the Stock Account. If a Participant elects to defer compensation into
      his or her Stock Account, his or her Stock Account shall be credited, as of
      the
      date described in Section 5.2, with that number of units of Common Stock, and
      fractions thereof, obtained by dividing the dollar amount to be deferred into
      the Stock Account by the Market Value of the Common Stock as of such
      date.

    


    Section
      7.2.  Transfers Between Accounts.  Except as
      otherwise provided in this Section, a Participant may direct that all or any
      portion, designated as a whole dollar amount, of the existing balance of one
      of
      his or her Accounts be transferred to his or her other Account, effective as
      of
      (i) the date such election is made, if and only if such election is made prior
      to the close of trading on the New York Stock Exchange on a day on which the
      Common Stock is traded on the New York Stock Exchange, or (ii) if such election
      is made after the close of trading on the New York Stock Exchange on a given
      day
      or at any time on a day on which no sales of Common Stock are made on the New
      York Stock Exchange, then on the next business day on which the Common Stock
      is
      traded on the New York Stock Exchange (the date described in (i) or (ii), as
      applicable, is referred to hereinafter as the election's "Effective Date").
      Such
      election shall be made in the manner specified by the Nominating and Corporate
      Governance Committee or its authorized designee; provided, however, that a
      Participant may only elect to transfer between his or her Accounts if he or
      she
      has made no election within the previous six months to effect an "opposite
      way"
      fund-switching (i.e. transfer out versus transfer in) transfer into or
      out of the Stock Account or any other "opposite way" intraplan transfer or
      plan
      distribution involving a Company equity securities fund
      which constitutes a "Discretionary Transaction" as defined in Rule 16b-3 under
      the Exchange Act.

    


    In
      addition, and notwithstanding the foregoing, a Participant’s Deferrable Amount
      that is initially allocated to his or her Interest Account as provided in
      Section 5.2, shall be transferred, following such initial allocation, from
      the
      Participant’s Interest Account to his or her Stock Account in the manner
      provided in Section 5.2.

    


    Section
      7.3.                                    Transfer
      Into the Stock Account.  If a Participant elects pursuant to
      Section 7.2 to transfer an amount from his or her Interest Account to his or
      her
      Stock Account, effective as of the election's Effective Date, (i) his or her
      Stock Account shall be credited with that number of units of Common Stock,
      and
      fractions thereof, obtained by dividing the dollar amount elected to be
      transferred by the Market Value of the Common Stock on the Valuation Date
      immediately preceding the election's Effective Date; and (ii) his or her
      Interest Account shall be reduced by the amount elected to be
      transferred.

    


    Section
      7.4.                                    Transfer
      Out of the Stock Account. If a Participant elects pursuant to Section 7.2 to
      transfer an amount from his or her Stock Account to his or her Interest Account,
      effective as of the election's Effective Date, (i) his or her Interest Account
      shall be credited with a dollar amount equal to the amount obtained by
      multiplying the number of units to be transferred by the Market Value of the
      Common Stock on the Valuation Date immediately preceding the election's
      Effective Date; and (ii) his or her Stock Account shall be reduced by the number
      of units elected to be transferred.

    


    Section
      7.5.                                    Dividend
      Equivalents.  Effective as of the payment date for each cash
      dividend on the Common Stock, the Stock Account of each Participant who had
      a
      balance in his or her Stock Account on the record date for such dividend shall
      be credited with a number of units of Common Stock, and fractions thereof,
      obtained by dividing (i) the aggregate dollar amount of such cash dividend
      payable in respect of such Participant's Stock Account (determined by
      multiplying the dollar value of the dividend paid upon a single share of Common
      Stock by the number of units of Common Stock held in the Participant's Stock
      Account on the record date for such dividend); by (ii) the Market Value of
      the
      Common Stock on the Valuation Date immediately preceding the payment date for
      such cash dividend.

    


    Section
      7.6.                                    Stock
      Dividends.  Effective as of the payment date for each stock
      dividend on the Common Stock, additional units of Common Stock shall be credited
      to the Stock Account of each Participant who had a balance in his or her Stock
      Account on the record date for such dividend. The number of 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 units credited to his or her Stock Account on such record date.

    


    Section
      7.7.                                    Recapitalization.
      If, as a result of a recapitalization of the Company, the outstanding shares
      of
      Common Stock shall be changed into a greater number or smaller number
      of
      shares, the number of units credited to a Participant's Stock Account shall
      be
      appropriately adjusted on the same basis.

    


    Section
      7.8.                                    Distributions.  Amounts
      in respect of units of Common Stock may only be distributed out of the Stock
      Account by transfer to the Interest Account (pursuant to Sections 7.2 and 7.4
      or
      7.10) or withdrawal from the Stock Account (pursuant to Section 8, 9, 10, or
      17), and shall be distributed in cash. The number of units to be distributed
      from a Participant's Stock Account shall be valued by multiplying the number
      of
      such units by the Market Value of the Common Stock as of the Valuation Date
      immediately preceding the date such distribution is to occur.

    


    Section
      7.9.                                    Responsibility
      for Investment Choices.  Each Participant is solely responsible
      for any decision to defer compensation into his or her Stock Account and to
      transfer amounts to and from 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
      Account.

    


    Section
      7.
      10.                                    Liquidation
      of Stock Account.  Upon the date that a Participant ceases to
      serve on the Board, the entire balance, if any, of the Participant's Stock
      Account shall automatically be transferred to his or her Interest Account.
      For
      purposes of valuing the units of Common Stock subject to such a transfer, the
      approach described in Section 7.8 shall be used.

    


    Section
      8.                                Payment
      of Deferred Compensation.

    


    Section
      8. 1. Background. No withdrawal may be made from a Participant's Account
      except as provided in this Section 8 and Sections 9, 10 and 17.

    


    Section
      8.2. Manner of Payment. Payment of a Participant's Account shall be made in
      a single lump sum or annual installments as elected by each Participant pursuant
      to this Section 8 for each Class Year.  The maximum number of annual
      installments is ten.  All payments from the Plan shall be made in
      cash.

    


    Section
      8.3.                         Timing
      of Payments.

    


    (a)        Payments
      shall commence in any year elected by the Participant pursuant to this Section
      8, up through the tenth year following the year in which the Participant ceases
      to be a member of the Board for any reason, but in no event may a Participant
      elect to have payment commence later than the year the Participant reaches
      age
      71. Payments shall commence no earlier than January 1 of the year elected by
      the
      Participant and no later than the fifth business day in March of such
      year.

    


    (b)        The
      timing of the distribution of a Participant’s Non-Grandfathered Account may not
      be accelerated, except in the event of an Unforeseeable Emergency or other
      permissible acceleration of distribution under Treas. Reg. Section
      1.409A-3(j)(4)(ii) (domestic relations order) or (j)(4)(iii) (conflicts of
      interest).  Any change which delayes the timing of the distributions
      or changes the form of distribution from the Participant’s Non-Grandfathered
      Account may only be made by a written agreement signed by the Nominating and
      Corporate Governance Committee and the Participant and only if the following
      requirements are met:

    


    (i)           Any
      election to change the time and form of distribution may not take

    effect
      until at least 12 months after
      the date on which the election is made;

    


    (ii)           Other
      than in the event of death, the first payment with respect to such

    election
      must be deferred for a
      period of at least five years from the date

    such
      payment would otherwise be made;
      and

    


    (iii)           Any
      election related to a payment to be made at a specified time may
      not

    be
      made less than 12 months prior to
      the date of the first scheduledpayment.

    


    Section
      8.4.                                    Valuation.  The
      amount of each payment shall be equal to the value, of the preceding Valuation
      Date, of the Participant's Account, divided by the number of installments
      remaining to be paid.

    


    Section
      9.  Payment of Deferred Compensation After
      Death.  If a Participant dies prior to complete payment of his or
      her Accounts, the balance of such Accounts, valued as of the Valuation Date
      immediately preceding the date payment is made, shall be paid in a single,
      lump-sum payment to: (i) the beneficiary or contingent beneficiary designated
      by
      the Participant on forms supplied by the Nominating and Corporate Governance
      Committee; or, in the absence of a valid designation of a beneficiary or
      contingent beneficiary, (ii) the Participant's estate within 30 days after
      appointment of a legal representative of the deceased Participant.

    


    Section
      10.   Acceleration of Payment in Certain
      Circumstances.

    


    
      	
              Section
                10.1.

            	
              Acceleration
                of Payment for Hardship or Unforeeseeable
                Emergency.  Hardship distributions shall be limited to
                amounts in a Participant’s Grandfathered Account and distributions for an
                Unforeseeable Emergency shall be limited to amounts in a Participant’s
                Non-Grandfathered Account. Upon written approval from the Compensation
                Committee, a Participant may be permitted to receive all or part
                of his or
                her Accounts if the Compensation Committee determines that the Participant
                has suffered a Hardship or Unforeseeable Emergency.  The amount
                distributed may not exceed the amount necessary to satisfy the Hardship
                or
                Unforeseeable Emergency plus amounts necessary to pay taxes reasonably
                anticipated as a result of the distribution, after taking into account
                the
                extent to which such Hardship or Unforeseeable Emergency is or may
                be
                relieved through reimbursement or compensation by insurance or otherwise
                by liquidation of the Participant’s assets (to the extent liquidation of
                such assets would not itself cause severe financial
                hardship.

            


    

    


    
      	
              Section
                10.2.

            	
              Payment
                to Individuals

            	
              Any
                participant in the Eastman Directors Deferred Compensation Plan may
                at his
                or her discretion withdraw at any time all or part of that person's
                Grandfathered Account balance under the Plan; provided, if this option
                is
                exercised the
                individual will forfeit to the Company 10% of his or her account
                balance,
                and will not be permitted to participate in this Plan for a period
                of 36
                months from date any payment to a Participant is made under this
                section.

            


    

    


    
      	
              Section
                10.3.

            	
              Accelerated
                Payment

            	
              If
                under Eastman Directors Deferred Compensation Plan one-half or more
                of the
                Participants with a Grandfathered Account or one-fifth or more of
                the
                Participants with Grandfathered Accounts totalling one-half or more
                of the
                value of all benefits owed, exercise their option for immediate
                distribution in any consecutive six-month period this will trigger
                immediate payment to all Participants of all benefits owed under
                the terms
                of the Plan from the Grandfathered Accounts, immediate payout under
                this
                section will not involve reduction of the amounts paid to Participants
                as
                set forth in section 10.2.  Any individual that has been
                penalized in this six-month period for electing immediate withdrawal
                will
                be paid that penalty, and continuing participation will be allowed,
                if
                payout to all Participants under this section occurs.  Solely
                for purposes of this Section 10.3, “benefits” shall refer to amounts held
                in Grandfathered Accounts under the
                Plan.

            


    

    


    
      	
               

            	
              Section
                10.4.  Payments to "Insiders" under Exchange Act Section
                16.  A Section 16 Insider may only receive a withdrawal from
                the Grandfathered Account portion of his or her Stock Account pursuant
                to
                this Section 10 if he or she has made no election within the previous
                six
                months to effect a fund-switching transfer into the Stock Account
                or the
                Eastman Stock Fund of the Eastman Investment and Employee Stock Ownership
                Plan or any other "opposite way" intra-plan transfer into a Company
                equity
                securities fund which constitutes a "Discretionary Transaction" as
                defined
                in Rule 16b-3 under the Exchange Act.  If such a distribution
                occurs while the Participant is employed by the Company or any of
                its U.S.
                Subsidiaries, any election to defer compensation for the year in
                which the
                Participant receives a withdrawal shall be ineffective as to compensation
                earned for the pay period following the pay period during which the
                withdrawal is made and thereafter for the remainder of such year
                and shall
                be ineffective as to any other compensation elected to be deferred
                for
                such year.

            


    

    


    Section
      11.                                Participant's
      Rights Unsecured. The benefits payable under this Plan shall be paid by the
      Company each year out of its general assets. To the extent a Participant
      acquires the right to receive a payment under this Plan, such right shall be
      no
      greater than that of an unsecured general creditor of the Company. No amount
      payable under this Plan may be assigned, transferred, encumbered or subject
      to
      any legal process for the payment of any claim against a Participant. No
      Participant shall have the right to exercise any of the rights or privileges
      of
      a shareowner with respect to units credited to his or her Stock
      Account.

    


    Section
      12.                                No
      Right to Continued Service.  Participation in the Plan shall not
      give any Participant any right to remain a member of the Board.

    


    Section
      13.                                Statement
      of Account.  Statements will be made available no less frequently
      than annually to each Participant or his or her estate showing the value of
      the
      Participant's Accounts.


    Section
      14.                                Deductions.
      The Company will withhold to the extent required by law all applicable income
      and other taxes from amounts deferred or paid under the Plan.

    


    Section
      15.                                Administration.

    


    Section
      15.1.                                    Responsibility.  Except
      as expressly provided otherwise herein, the Nominating and Corporate Governance
      Committee shall have total and exclusive responsibility to control, operate,
      manage and administer the Plan in accordance with its terms.

    


    Section
      15.2.                                    Authority
      of the Nominating and Corporate Governance Committee.  The
      Nominating and Corporate Governance Committee shall have all the authority
      that
      may be necessary or helpful to enable it to discharge its responsibilities
      with
      respect to the Plan. Without limiting the generality of the preceding sentence,
      the Nominating and Corporate Governance Committee shall have the exclusive
      right: to interpret the Plan, to determine eligibility for participation in
      the
      Plan, to decide all questions concerning eligibility for and the amount of
      benefits payable under the Plan, to construe any ambiguous provision of the
      Plan, to correct any default, to supply any omission, to reconcile any
      inconsistency, and to decide any and all questions arising in the
      administration, interpretation, and application of the Plan.

    


    Section
      15.3.                                    Discretionary
      Authority.  The Nominating and Corporate Governance Committee
      shall have full discretionary authority in all matters related to the discharge
      of its responsibilities and the exercise of its authority under the Plan
      including, without limitation, its construction of the terms of the Plan and
      its
      determination of eligibility for participation and benefits under the Plan.
      It
      is the intent that the decisions of the Nominating and Corporate Governance
      Committee and its action with respect to the Plan shall be final and binding
      upon all persons having or claiming to have any right or interest in or under
      the Plan and that no such decision or action shall be modified upon judicial
      review unless such decision or action is proven to be arbitrary or
      capricious.

    


    Section
      15.4.                                    Delegation
      of Authority.  The Nominating and Corporate Governance Committee
      may delegate some or all of its authority under the Plan to any person or
      persons provided that any such delegation be in writing.

    


    Section
      15.5.                                    Restriction
      on Authority of the Nominating and Corporate Governance
      Committee.  Under any circumstances where the Nominating and
      Corporate Governance Committee is authorized to make a discretionary decision
      concerning a payment of any type under this Plan to a member of such Committee,
      the member of the Committee who is to receive such payment shall take no part
      in
      the deliberations or have any voting or other power with respect to such
      decision.

    


    Section
      16.                                Amendment.  The
      Board may suspend or terminate the Plan at any time. Notwithstanding the
      foregoing, termination with respect to the portion of the Plan that includes
      the
      Non-Grandfathered Accounts must comply with the requirements of Treas. Reg.
      Section 1.409A-3(j)(4)(ix).  In addition, the Board may, from time to
      time, amend the Plan in any manner
      without shareowner approval; provided, however, that the Board may condition
      any
      amendment on the approval of shareowners if such approval is necessary or
      advisable with respect to tax, securities, or other applicable laws. No
      amendment, modification, or termination shall, without the consent of a
      Participant, adversely affect such Participant's accruals in his or her Accounts
      as of the date of such amendment, modification, or termination.

    


    Section
      17.                                Change
      in Control.

    


    Section
      17.1.                                Background.  The
      terms of this Section 17 shall immediately become operative, without further
      action or consent by any person or entity, upon a Change in Control, and once
      operative shall supersede and control over any other provisions of this
      Plan.

    


    
      	
              Section
                17.2.

            	
              Acceleration
                of Payment Upon Change in Control.  Upon the occurrence of a
                Change in Control, each Participant, whether or not he or she is
                still a
                Director, shall be paid in a single, lump-sum cash payment the balance
                of
                his or her Accounts as of the Valuation Date immediately preceding
                the
                date payment is made. Such payment shall be made as soon as practicable,
                but in no event later than 90 days after the date of the Change in
                Control.

            


    

    


    
      	
              Section
                17.3.

            	
              Amendment
                On or After Change in Control. On or after a Change in Control, no
                action, including, but not by way of limitation, the amendment, suspension
                or termination of the Plan, shall be taken which would affect the
                rights
                of any Participant or the operation of this Plan with respect to
                the
                balance in the Participant's
                Accounts.

            


    

    


    Section
      17.4.                                Attorney
      Fees.                                The
      Corporation shall pay all reasonable legal fees and related expenses incurred
      by
      a participant in seeking to obtain or enforce any payment, benefit or right
      such
      participant may be entitled to under the plan after a Change in Control;
      provided, however, the Participant shall be required to repay any such amounts
      to the Corporation to the extent a court of competent jurisdiction issues a
      final and non-appealable order setting forth the determination that the position
      taken by the participant was frivolous or advanced in bad faith.  For
      purposes of this Section 17.43, the legal fees and related expenses must be
      incurred by the Participant within 5 years of the date the Change in Control
      occurs.  All reimbursements must be paid to the Participant by the
      Corporation no later than the end of the tax year following the tax year in
      which the expense is incurred.

    


    Section
      18.                                Governing
      Law.  The Plan shall be construed, governed and enforced in
      accordance with the law of Tennessee, except as such laws are preempted by
      applicable federal law.

    


    Section
      19.                                Successors
      and Assigns.  This Plan shall be binding upon the successors and
      assigns of the parties hereto.

    


    Section
      20.                                Compliance
      with SEC Regulations.  It is the Company's intent that the Plan
      comply in all respects with Rule 16b-3 of the Exchange Act, and any regulations
      promulgated thereunder. If any provision of the Plan is found not to be in
      compliance with such rule, the provision
      shall be deemed null and void. All transactions under the Plan, including,
      but
      not by way of limitation, a Participant's election to defer compensation under
      Section 7 and  withdrawals in the event of Hardship or Unforeseeable
      Emergency under Section 10, shall be executed in accordance with the
      requirements of Section 16 of the Exchange Act, as amended and any regulations
      promulgated thereunder. To the extent that any of the provisions contained
      herein do not conform with Rule 16b-3 of the Exchange Act or any amendments
      thereto or any successor regulation, then the Nominating and Corporate
      Governance Committee may make such modifications so as to conform the Plan
      to
      the Rule's requirements.