Exhibit 10.18


 


ONEBEACON

DEFERRED COMPENSATION PLAN


 


ARTICLE I


 


Purpose


 


SECTION 1.01.                                           Purpose.  The purpose of this Plan is to provide Key
Employees with the ability to defer the receipt of Compensation.  The Plan is also intended to establish a
method of attracting and retaining persons whose abilities, experience and
judgment can contribute to the long-term strategic objectives of the Company.


 


SECTION 1.02.                                           Unfunded
Plan.  The Company intends that the
Plan be an unfunded non-qualified deferred compensation plan maintained
primarily for the purpose of providing deferred benefits for a select group of
management or highly compensated service providers of the Company and its
subsidiaries.


 


ARTICLE II


 


Definitions


 


The following terms when used in this Plan have the designated meanings
unless a different meaning is clearly required by the context.


 


SECTION 2.01.                                           “Account”
means the records maintained on the books of the Company to reflect deferrals
of Compensation by a Participant pursuant to Section 3.03.


 


SECTION 2.02.                                           “Administrator”
means the person or committee designated by the Committee as responsible for
the day-to-day administration of the Plan.


 


SECTION 2.03.                                           “Beneficiary”
means the person or persons designated pursuant to Article 5 to receive a
benefit pursuant to Section 4.04(a) in the event of a Participant’s death
before his benefit under this Plan has been paid.


 


SECTION 2.04.              “Board” means the Board of Directors of the
Company.


 


SECTION 2.05.              “Change in Control” means a “Change in Control”
as defined in the White Mountains Long-Term Incentive Plan.


 


SECTION 2.06.                                           “Committee”
means the OneBeacon Benefits Committee; provided  that any
determination involving a Participant who is a member of the Committee shall be
made by the Board.


 


SECTION 2.07.                                           “Company”
means OneBeacon Insurance Company and any successor thereto.


 


SECTION 2.08.                                           “Compensation”
means, for any Plan Year, (i) the base salary to be paid to an eligible
employee for such Plan Year, the annual bonus, if any, to be


 

















 


paid to an eligible employee in such Plan Year, the long-term incentive
compensation, if any, to be paid to an eligible employee in such Plan Year or
any other compensation to be paid to an eligible employee during that Plan Year
that is designated as “Compensation” hereunder by the Administrator or (ii) any
fee or other compensation to be paid to an eligible consultant by the Company
or its subsidiaries for such Plan Year that it is designated as “Compensation”
hereunder by the Administrator.


 


SECTION 2.09.                                           “Fiscal
Year” means the calendar year.


 


SECTION 2.10.                                           “Fund”
means any investment fund selected by the Administrator to be offered under the
Plan.


 


SECTION 2.11.                                           “Key
Employee” means any executive employee, other overtime-exempt employee or
consultant of the Company or its participating subsidiaries who the
Administrator, in its sole discretion, decides is important to the ongoing
business objectives of the Company.


 


SECTION 2.12.                                           “Market
Price” on any day means (i) if Shares are listed on the New York Stock
Exchange, the average of the high and low sales price, or, in case no such sale
takes place on such day, the average of the last quoted closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if Shares are not listed or admitted
to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which Shares are listed or
admitted to trading or, if Shares are not listed or admitted to trading on any
national securities exchange, the last quoted sale price or, if not so quoted,
the average of the high bid and the low asked prices in the over-the-counter
market, as reported by NASDAQ or such other system then in use, or, if on any
such date Shares are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by one or more professional market
makers making a market in Shares and (ii) if Shares are not publicly held or so
listed or publicly traded, the fully diluted book value per Share as determined
by the Administrator in accordance with United States generally accepted
accounting principles.


 


SECTION 2.13.                                           “Participant”
means a Key Employee who has deferred Compensation pursuant to this Plan and
who has an Account to which amounts stand credited.


 


SECTION 2.14.                                           “Payment
Period” means the month and year designated pursuant to Section 3.04
for payment of some portion or all of a Participant’s Account.


 


SECTION 2.15.                                           “Plan”
means this “OneBeacon Deferred Compensation Plan” as set forth herein and as
amended from time to time.


 


SECTION 2.16.                                           “Plan
Year” means the calendar year.


 


SECTION 2.17.                                           “Share(s)”
means a common share(s) of White Mountains Insurance Group, Ltd., par value
$1.00.


 


SECTION 2.18.                                           “Termination
of Service” means, as applicable, cessation for any reason of a Key
Employee’s (i) service as an employee of the Company and its


 


2

















 


subsidiaries or (ii) status as a consultant to the Company and its
subsidiaries as determined by the Committee in its sole discretion.


 


SECTION 2.19.                                           “Valuation
Date” means the date that the Administrator makes a valuation of an
Account.  Unless otherwise provided by
the Administrator, each deemed investment alternative within each Account shall
be valued as of each day on which a value for such deemed investment alternative
reasonably is available to the Administrator.


 


ARTICLE III


 


Eligibility
and Deferrals


 


SECTION 3.01.                                           Eligibility.  Each Key Employee designated by the
Administrator as eligible to participate in the Plan shall be eligible to be a
Participant hereunder.  The
Administrator has the sole and complete discretion to determine which Key
Employees are eligible to participate on a Plan Year by Plan Year basis.  No Key Employee shall have a right to be
designated as a Participant and the designation of a Key Employee as a
Participant in one Plan Year shall not obligate the Administrator to continue
such Key Employee as a Participant in subsequent Plan Years.


 


SECTION 3.02.                                           Accounts.  The Administrator shall establish an Account
for each Key Employee who elects to defer Compensation pursuant to
Section 3.03. Amounts deferred pursuant to Section 3.03, and the
value thereof determined pursuant to Section 3.05, shall be credited to
such Account.


 


SECTION 3.03.                                           Deferral
of Compensation.  A Key Employee may
elect to reduce the Compensation otherwise payable to him during a Plan Year
and to have such amount credited to his Account.  A deferral direction pursuant to this Section 3.03 shall be
made in writing at such time and in such manner as the Administrator shall prescribe
but must in any event be made before the first day of the Plan Year in which
such Compensation would otherwise be paid. 
A deferral election shall apply only with respect to the Plan Year for
which it is made and shall not continue in effect for any subsequent Plan
Year.  A deferral election, once
executed and filed with the Administrator, cannot be revoked after the date
specified by the Administrator. 
Notwithstanding the foregoing, (i) any Key Employee who is first
hired by the Company or a participating subsidiary during a Plan Year may elect
within 30 days after becoming a Key Employee to defer any unpaid portion
of his Compensation in respect of such Plan Year and (ii) Key Employees
may elect to defer any unpaid Compensation for the Plan Year in which this Plan
is first adopted by the Board.


 


SECTION 3.04.                                           Payment
Period.  (a)  Designation.  Each deferral direction given pursuant to
Section 3.03 shall include designation of the Payment Period for the value
of the amount deferred, subject to the limitation set forth in
Section 3.04(c).


 


(b)                                 Adjustment.  The Committee may permit a Participant to
irrevocably elect, no later than one year before the first day of the Payment
Period initially designated pursuant to Section 3.04(a), to adjust such
Payment Period, subject to the limitation set forth in Section 3.04(c).


 


3

















 


(c)                                  Limitation.  A Participant may select a Payment Period
(or adjusted Payment Period) that begins no sooner than the first anniversary
of the date of such election.


 


(d)                                 Methods
of Payments.  A Participant may
elect, at the time a Payment Period is selected, to receive the amount which
will become payable as of such Payment Period in no more than 10 annual
installments.  Except as may be elected
pursuant to this Section 3.04(d), all amounts becoming payable under this
Plan shall be paid in a single payment.


 


(e)                                  Irrevocability.  Except as provided in Section 3.04(b)
or as set forth in Article IV, a designation of a Payment Period and an election
of installment payments shall be irrevocable; provided, however,
that payment may be made at a different time as provided in Section 4.04.


 


SECTION 3.05.                                           Value
of Participants’ Accounts. 
Compensation deferrals shall be allocated to each Participant’s Account
on the first business day following the date such Compensation is withheld from
the Participant’s Compensation and shall be deemed invested pursuant to this
Section 3.05, as soon as practicable thereafter.


 


(a)                                  Crediting
of Income, Gains and Losses.  As of
each Valuation Date, income, gain and loss equivalents (determined as if the
Account is invested in the manner set forth below) attributable to the period
following the next preceding Valuation Date shall be credited to and/or
deducted from the Account.


 


(b)                                 Investment
of Account Balance.  The Participant
may select, from various Funds made available hereunder, the Funds in which all
or part of his Account shall be deemed to be invested.


 


(i)               The Participant shall make an investment
designation on a form provided by the Administrator, which shall remain
effective until another valid designation has been made by the Participant as
herein provided.  The Participant may
amend his investment designation by giving written direction to the Administrator
in accordance with procedures established by the Administrator.  A timely change to a Participant’s
investment designation shall become effective on the date determined under the
applicable procedures established by the Administrator.


 


(ii)            Any changes to the Funds to be made
available to the Participant, and any limitation on the maximum or minimum
percentages of the Participant’s Account that may be invested in any particular
medium, shall be communicated from time to time to the Participant by the Administrator.


 


(c)                                  Default
Provision.  Except as provided
below, the Participant’s Account shall be deemed to be invested in accordance
with his investment designations, provided such designations conform to the
provisions of this Section. 
Notwithstanding the above, the Committee, in its sole discretion, may
disregard the Participant’s election and determine that all Compensation
deferrals shall be deemed to be invested in a Fund determined by the
Committee.  In the event that any Fund
under which any portion of the Participant’s Account is deemed to be invested
ceases to exist, such portion of the Account thereafter shall be deemed held in
the Fund selected by the Participant or, in the absence of any instructions
from the Participant, by the Committee, subject to subsequent deemed investment
elections.


 


4

















 


(d)                                 Statements.  The Company shall provide an annual
statement to the Participant showing such information as is appropriate,
including the aggregate amount credited to the Account, as of a reasonably
current date.


 


SECTION 3.06.                                           Limit
on Account Balance.  Notwithstanding
anything to the contrary contained herein, the maximum aggregate amount that
may be credited to a Participant’s Account (including, without limitation,
Compensation deferrals and investment gains thereon) as of any Valuation Date
shall be $50,000,000 or such other amount as may be designated by the
Committee.  Any amount credited to a
Participant’s Account in excess of the applicable limit hereunder shall be
promptly distributed to the Participant in (as determined by the Committee)
cash or Shares having a Market Price as of the trading day immediately
preceding the date of such distribution equal to the value of such
distribution.  The Administrator may
suspend a Participant from deferring additional Compensation under the Plan if
the Administrator determines that the amount credited to a Participant’s
Account will exceed the applicable limit hereunder.


 


ARTICLE IV


 


Payment of Benefits


 


SECTION 4.01.                                           Nonforfeitability.  Subject to Section 4.06, Participant’s
right to a deferred amount of Compensation and his right to the income and
gains credited thereon, shall be fully vested and nonforfeitable at all times.


 


SECTION 4.02.                                           Income.  Any payment made pursuant to
Sections 4.03, 4.04, 4.05, 4.06 or 4.07 shall include the income, gains
and losses calculated in the manner described in Section 3.05 through the
date of payment (or, if not administratively practicable, as of the most recent
Valuation Date next preceding the date of payment).


 


SECTION 4.03.                                         Time of Payment.  Except as provided in Section 4.04, the
amount credited to the Account of each Participant shall become payable to the
Participant during the Payment Period designated pursuant to Section 3.04.
If the Participant has elected installment payments, such payments shall begin
within thirty days following the expiration of the Payment Period.  In any other case, payment shall be made as
a single sum within thirty days following the expiration of the Payment Period.


 


SECTION 4.04.                                         Termination of
Service.  In the event of a
Participant’s Termination of Service while amounts stand credited to his
Account, such amounts shall be disposed of as provided in this
Section 4.04.


 


(a)                                  Death of Participant.  If the Participant’s Termination of Service
is on account of his death, or if he dies following Termination of Service but
while receiving installment payments, his Account shall be paid to his
Beneficiary as a single payment as soon as practicable, but not later than 30
days following the immediately succeeding Valuation Date following the
Participant’s death.


 


(b)                                 Other
Termination.  If the Participant’s
Termination of Service is for a reason other than death, his Account shall be
paid to him as a single payment; provided, however, that if the Participant had
elected installment payments pursuant to Section 3.04(d) for


 


5

















 


any deferred
Compensation, the amount of such deferred Compensation and income, gains and
losses credited thereon shall be paid in the number of installments thus
elected.  All payments pursuant to this
Section 4.04(b) shall be made or begin no more than three months after the
end of the Fiscal Year in which Termination of Service occurs.


 


SECTION 4.05.                                         Withdrawal
for Emergency Need.  (a)  Authorization.  The Committee may permit a Participant who
demonstrates an emergency need to withdraw from the Plan an amount no greater
than the amount determined by the Committee to be reasonably necessary to
satisfy such emergency need.


 


(b)                                 Emergency
Need.  For purposes of this
Section 4.05, an emergency need is a severe financial hardship of a
Participant resulting from (i) a sudden and unexpected illness of or
accident to the Participant or a dependent within the meaning of
Section 152(a) of the Internal Revenue Code of 1986, as amended (the
“Code”), (ii) a casualty loss to the Participant’s property or
(iii) other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the Participant’s control.  A need is not an emergency need to the
extent that it is relieved by reimbursement or compensation by insurance or
otherwise, or by liquidation of the Participant’s assets insofar as such
liquidation would not cause severe financial hardship, or by cessation of
deferrals under the Plan.


 


SECTION 4.06.                                         Other
Withdrawal.  Subject to this
Section 4.06, a Participant may elect to withdraw all or any portion of
his Account at any time by filing an appropriate request with the
Administrator; provided  that, prior to making any distribution
provided under this Section 4.06, the Participant shall irrevocably
forfeit an amount equal to 10% of the aggregate value of the Participant’s
Account and the Participant shall not be permitted to make any additional
Compensation deferrals for the remainder of the year of such withdrawal and the
next calendar year.  Amounts shall be
distributed pursuant to this Section 4.06 as soon as reasonably practicable
after the Valuation Date occurring after the submission of the Participant’s
election hereunder.


 


SECTION 4.07.                                         Change in
Control.  Unless otherwise elected
by a Participant in accordance with procedures established by the
Administrator, a Participant’s Account shall be distributed in full in a cash
lump sum immediately prior to a Change in Control.


 


SECTION 4.08.                                         Source of
Payment.  The Compensation deferred
pursuant to this Plan (and the income, gains and losses credited thereon) shall
be a general obligation of the Company. 
The claim of a Participant or Beneficiary to a benefit shall at all
times be merely the claim of an unsecured creditor of the Company.  No trust, security, escrow, or similar
account need be established for the purpose of paying benefits hereunder.  The Company shall not be required to
purchase, hold or dispose of any investments pursuant to this Plan; however, if
in order to cover its obligations hereunder the Company elects to purchase any
investments the same shall continue for all purposes to be a part of the general
assets and property of the Company, subject to the claims of its general
creditors and no person other than the Company shall by virtue of the
provisions of this Plan have any interest in such assets other than an interest
as a general creditor.


 


SECTION 4.09.                                         Withholding.  All amounts credited to Participants’
Accounts pursuant to this Plan and all payments under the Plan shall be subject
to any applicable withholding requirements imposed by any tax (including,
without limitation, FICA) or other law.


 


6

















 


If any of the taxes referred to above are due at the time of deferral,
instead of at the time of payout, the Participant will be required to pay (by
payroll deduction or check) to the Company the Participant’s share of any such
taxes then due and payable.


 


SECTION 4.10.                                         Right of
Offset.  Any amount payable pursuant
to this Plan shall be reduced at the discretion of the Administrator to take
account of any amount due, and not paid, by the Participant to the Company at
the time payment is to be made hereunder.


 


SECTION 4.11.                                         Payment
Denomination.  Except as set forth
in this Section 4.11 or as otherwise determined by the Committee in its
sole and absolute discretion, all distributions under the Plan (including all
distributions made pursuant to Sections 4.03, 4.04, 4.05 and 4.06) shall
be made in Shares having a Market Price as of the trading day immediately
preceding the date of such distribution equal to the value of such
distribution; provided  that the first $1,000,000 (or such other
amount as may be designated by the Committee) distributed to a Participant (or
his beneficiary) in any Plan Year and all distributions made pursuant to
Section 4.07 shall be made in cash.


 


SECTION 4.12.                                         Distribution
Limitation.  Notwithstanding
anything to the contrary contained herein, the Committee may defer to any date
it selects any distribution to any Participant that it determines in its sole
and absolute discretion would not be deductible by the Company or its
affiliates solely by reason of the applicability of Section 162(m) of the
Code.


 


SECTION 4.13.                                         Defeasance.  Subject to Section 4.08, the Committee
may instruct the Company to defease the Company’s obligations under the Plan.


 


ARTICLE V


 


Beneficiaries


 


SECTION 5.01.                                         Beneficiary
Designation.  (a)  Designation.  A Participant may from time to time
designate, in the manner specified by the Administrator, a Beneficiary to
receive payment pursuant to Section 4.04 in the event of his death.


 


(b)                                 Absence
of Beneficiary.  In the event that
there is no properly designated Beneficiary living at the time of a
Participant’s death, his benefit hereunder shall be paid to his estate.


 


SECTION 5.02.                                         Payment to
Incompetent.  If any person entitled
to benefits under this Plan shall be a minor or shall be physically or mentally
incompetent in the judgment of the Administrator, such benefits may be paid in
any one or more of the following ways, as the Administrator in his sole
discretion shall determine:


 


(a)                                  to
the legal representatives of such minor or incompetent person;


 


(b)                                 directly
to such minor or incompetent person; or


 


(c)                                  to
a parent or guardian of such minor or incompetent person, to the person with
whom such minor or incompetent person resides, or to a custodian for such minor
under the Uniform Gifts to Minors Act (or similar statute) of any jurisdiction.


 


7

















 


Payment to any person in accordance with the foregoing provisions of
this Section 5.02 shall to that extent discharge the Company, which shall
not be required to see to the proper application of any such payment.


 


SECTION 5.03.                                         Doubt as to
Right To Payment.  If any doubt
exists as to the right of any person to any benefits under this Plan or the
amount or time of payment of such benefits (including, without limitation, any
case of doubt as to identity, or any case in which any notice has been received
from any other person claiming any interest in amounts payable hereunder, or
any case in which a claim from other persons may exist by reason of community
property or similar laws), the Administrator may, in its discretion, direct
that payment of such benefits be deferred until such right or amount or time is
determined, or pay such benefits into a court of competent jurisdiction in accordance
with appropriate rules of law, or direct that payment be made only upon receipt
of a bond or similar indemnification (in such amount and in such form as is
satisfactory to the Administrator).


 


SECTION 5.04.                                         Spendthrift
Clause.  No benefit, distribution or
payment under the Plan may be anticipated, assigned (either at law or in
equity), alienated or subject to attachment, garnishment, levy, execution or
other legal or equitable process whether pursuant to a “qualified domestic
relations order” as defined in Section 414(p) of the Code or otherwise.


 


ARTICLE VI


 


Administration
and Reservation of Rights


 


SECTION 6.01.                                         Powers of
the Committee.  The Committee shall
have the power and discretion to


 


(a)                                  determine
all questions arising in the interpretation and application of the Plan;


 


(b)                                 determine
the person or persons to whom benefits under the Plan shall be paid;


 


(c)                                  decide
any dispute arising hereunder;


 


(d)                                 correct
defects, supply omissions and reconcile inconsistencies to the extent necessary
to effectuate the Plan; and


 


(e)                                  have
all such other powers as may be necessary to discharge its duties hereunder.


 


SECTION 6.02.                                           Powers
of the Administrator.  The
Administrator shall have the power and discretion to


 


(a)                                  promulgate
and enforce such rules, regulations and procedures as shall be proper for the
efficient administration of the Plan;


 


(b)                                 determine
all questions arising in the administration of the Plan;


 


8

















 


(c)                                  compute
the amount of benefits and other payments which shall be payable to any
Participant in accordance with the provisions of the Plan;


 


(d)                                 make
recommendations to the Board with respect to proposed amendments to the Plan;


 


(e)                                  advise
the Board regarding the known future need for funds to be available for
distribution;


 


(f)                                    file
all reports with government agencies, Participants and other parties as may be
required by law, whether such reports are initially the obligation of the
Company or the Plan; and


 


(g)                                 have
all such other powers as may be necessary to discharge its duties hereunder.


 


SECTION 6.03.                                         Claims
Procedure.  If the Committee denies
any Participant’s or Beneficiary’s claim for benefits under the Plan:


 


(a)                                  the
Committee shall notify such Participant or Beneficiary of such denial by written
notice which shall set forth the specific reasons for such denial; and


 


(b)                                 the
Participant or Beneficiary shall be afforded a reasonable opportunity for a
full and fair review by the Committee of the decision to deny his claim for
Plan benefits.


 


SECTION 6.04.                                         Action by
the Committee.  The Committee may
elect a Chairman and Secretary from among its members and may adopt rules for
the conduct of its business.  A majority
of the members then serving shall constitute a quorum for the transacting of business.  All resolutions or other action taken by the
Committee shall be by vote of a majority of those present at such meeting and
entitled to vote.  Resolutions may be
adopted or other action taken without a meeting upon written consent signed by
at least a majority of the members.  All
documents, instruments, orders, requests, directions, instructions and other
papers shall be executed on behalf of the Committee by either the Chairman or
the Secretary of the Committee, if any, or by any member or agent of the
Committee duly authorized to act on the Committee behalf.


 


SECTION 6.05.                                         Consent.  By electing to become a Participant, each
Participant shall be deemed conclusively to have accepted and consented to all
terms of the Plan and all actions or decisions made by the Administrator, the
Committee or the Board with regard to the Plan.  Such terms and consent shall also apply to, and be binding upon,
the Beneficiaries, distributees and personal representatives and other
successors in interest of each Participant.


 


SECTION 6.06.                                         Agents and
Expenses.  The Administrator or the
Committee may employ agents and provide for such clerical, legal, actuarial,
accounting, medical, advisory or other services as it deems necessary to
perform its duties under this Plan.  The
cost of such services and all other expenses incurred by the Administrator or
the Committee in connection with the administration of the Plan shall be paid
by the Company.


 


9

















 


SECTION 6.07.                                         Allocation
of Duties.  The duties, powers and
responsibilities reserved to the Committee may be allocated among its members
so long as such allocation is pursuant to written procedures adopted by the
Committee, in which case no Committee member shall have any liability, with
respect to any duties, powers or responsibilities not allocated to him, for the
acts or omissions of any other Committee member.


 


SECTION 6.08.                                         Delegation
of Duties.  The Administrator and
the Committee may delegate any of their respective duties to employees of the
Company or its subsidiaries.


 


SECTION 6.09.                                         Actions
Conclusive.  Any action on matters
within the discretion of the Administrator or the Committee shall be final,
binding and conclusive.


 


SECTION 6.10.                                         Records and
Reports.  The Administrator and the
Committee shall maintain adequate records of their respective actions and
proceedings in administering this Plan and shall file all reports and take all
other actions as are deemed appropriate in order to comply with any Federal or
state law.  Without limiting the
foregoing, the Administrator shall provide to the Committee no less frequently
than annually a list of the investment alternatives made available under the
Plan, the aggregate amounts deemed invested under the Plan in each such alternative
and such other information requested by the Committee.


 


SECTION 6.11.                                         Liability
and Indemnification.  The
Administrator and the Committee shall perform all duties required of them under
this Plan in a prudent manner.  The
Administrator and the Committee shall not be responsible in any way for any
action or omission of the Company, its subsidiaries or their employees in the
performance of their duties and obligations as set forth in this Plan.  The Administrator and the Committee also
shall not be responsible for any act or omission of any of their respective
agents provided that such agents were prudently chosen by the Administrator or
the Committee and that the Administrator or the Committee relied in good faith
upon the action of such agents.


 


SECTION 6.12.                                         Right to
Amend or Terminate.  The Committee
may at any time amend the Plan in any respect, retroactively or otherwise, or
terminate the Plan in whole or in part for any other reason.  However, no such amendment or termination
shall reduce the amount standing credited to any Participant’s Account as of
the date of such amendment or termination. 
In the event of the termination of the Plan, the Committee, in its sole
discretion, may choose to pay out Participants’ Accounts prior to the
designated Payment Periods (a “Termination Distribution”).  Each Participant shall be compensated for
the early distribution of his/her Account pursuant to a Termination
Distribution by a payment from the Company in an amount determined by the
Committee to be appropriate to make the Participant whole for such Termination
Distribution.  Otherwise, following a
termination of the Plan, income, gains and losses shall continue to be credited
to each Account in accordance with the provisions of this Plan until the time
such Accounts are paid out.


 


SECTION 6.13.                                           Usage.  Whenever applicable, the masculine gender,
when used in the Plan, includes the feminine gender, and the singular includes
the plural.


 


SECTION 6.14.                                         Separability.  If any provision of the Plan is held invalid
or unenforceable, its invalidity or unenforceability shall not affect any other
provisions of the Plan, and the Plan shall be construed and enforced as if such
provision had not been included therein.


 


10

















 


SECTION 6.15.                                         Captions.  The captions in this document and in the
table of contents are inserted only as a matter of convenience and for
reference and in no way define, limit, enlarge or describe the scope or intent
of the Plan and shall in no way affect the Plan or the construction of any
provision thereof.


 


SECTION 6.16.                                         Right of
Discharge Reserved.  Nothing
contained in this Plan shall be construed as a guarantee or right of any
Participant to be continued as a employee of the Company or its subsidiaries
(or of a right of a Key Employee or Participant to any specific level of
Compensation) or as a limitation of the right of the Company or its
subsidiaries to terminate any Key Employee or Participant.


 


SECTION 6.17.                                         Governing
Law and Construction.  The Plan is
intended to constitute an unfunded, nonqualified deferred compensation
arrangement.  Except to the extent
preempted by Federal law, all rights under the Plan shall be governed by and
construed in accordance with the laws of the State of New York without regard
to principles of conflicts of law.  No
action shall be brought by or on behalf of any Participant or Beneficiary for
or with respect to benefits due under this Plan unless the person bringing such
action has timely exhausted the Plan’s claim review procedure.


 


11