Exhibit 10.15


 


FUND AMERICAN


DEFERRED COMPENSATION PLAN


 


ARTICLE I


 


Purpose


 


SECTION 1.01.                                                           Purpose.  The purpose of this Plan is
to provide Directors and 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 Directors and 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; provided  that the Committee shall be
considered the Administrator with respect to Participants who are Directors.


 


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 Fund American
Human Resources Committee of the Board; 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 Fund American
Companies, Inc. 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, (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, or (iii) any
retainer or other fee to be paid to a Director in such Plan Year for his
service on the Board or for any committee thereof.


 


SECTION 2.09.                                                           “Director” means any member of the
Board who is not an employee of the Company or any of its subsidiaries.


 


SECTION 2.10.                                                           “Fiscal Year” means the calendar year.


 


SECTION 2.11.                                                           “Fund” means any investment fund
selected by the Administrator to be offered under the Plan.


 


SECTION 2.12.                                                           “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 2.13.                                                           “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 2.14.                                                           “Participant” means a Director or Key
Employee who has deferred Compensation pursuant to this Plan and who has an
Account to which amounts stand credited.


 


SECTION 2.15.                                                           “Payment Date” means a date designated
pursuant to Section 3.04 for payment of some portion or all of a Participant’s
Account.


 


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SECTION 2.16.                                                           “Plan” means this “Fund American
Deferred Compensation Plan” as set forth herein and as amended from time to
time.


 


SECTION 2.17.                                                           “Plan Year” means the calendar year.


 


SECTION 2.18.                                                           “Share(s)” means a common share(s) of
the White Mountains Insurance Group, Ltd., par value $1.00.


 


SECTION 2.19.                                                           “Termination of Service” means, as
applicable, cessation for any reason of a (i) Director’s service as a member of
the Board or (ii) Key Employee’s (A) service as an employee of the Company and
its subsidiaries or (B) status as a consultant to the Company and its
subsidiaries as determined by the Committee in its sole discretion.


 


SECTION 2.20.                                                           “Valuation Date” means the last business
day of each calendar quarter and any other day that the Administrator makes a
valuation of an Account.


 


ARTICLE III


 


Eligibility and Deferrals


 


SECTION 3.01.                                                           Eligibility.  Each Director and 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 Director or 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
Director or 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
Director who is first elected to the Board during a Plan Year or 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 Director or a Key Employee,
as applicable, to defer any unpaid portion of his Compensation in respect of
such Plan Year and (ii) Directors and Key Employees may elect to defer any
unpaid Compensation for the Plan Year in which this Plan is first adopted by
the Board.


 


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SECTION 3.04.                                                           Payment Date. 
(a)  Designation of Date.  Each deferral direction given pursuant to
Section 3.03 shall include designation of the Payment Date for the value
of the amount deferred.  Such Payment
Date shall be the first day of any calendar quarter, subject to the limitation
set forth in Section 3.04(c).


 


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


 


(c)           Limitation.  A Participant may select a Payment Date (or
adjusted Payment Date) that is 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 Date is selected, to receive the amount which will become payable as of
such Payment Date 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 Date and an
election of installment payments shall be irrevocable; provided, however,
that payment may be made on a different date 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


 


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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.


 


(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 end
of the month preceding the month in which such payment is made.


 


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 as of the
Payment Date designated pursuant to Section 3.04. If the Participant has
elected installment payments, such payments shall begin within thirty days of
the Payment Date.  In any other case,
payment shall be made as a single sum within thirty days of the Payment Date.


 


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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 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.


 


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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.  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.


 


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(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.


 


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;


 


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(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;


 


(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


 


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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.


 


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 


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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 Dates (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.


 


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.


 


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