Exhibit
10.12


 


 


THE SHERIDAN GROUP, INC.


 


EXECUTIVE AND DIRECTOR


DEFERRED COMPENSATION PLAN


 


 


Effective as of
February 15, 2000


 

















 


THE SHERIDAN GROUP, INC.


 


EXECUTIVE AND DIRECTOR DEFERRED
COMPENSATION PLAN


 


Effective as of
February 15, 2000


 


TABLE OF CONTENTS


 


	
  ARTICLE 1:  DEFINITIONS

  
	
  1.1

  	
   

  	
  ACCOUNT

  
	
  1.2

  	
   

  	
  BENEFICIARY

  
	
  1.3

  	
   

  	
  CODE

  
	
  1.4

  	
   

  	
  COMPENSATION

  
	
  1.5

  	
   

  	
  COMPENSATION DEFERRAL
  ACCOUNT

  
	
  1.6

  	
   

  	
  COMPENSATION
  DEFERRALS

  
	
  1.7

  	
   

  	
  DESIGNATION
  DATE

  
	
  1.8

  	
   

  	
  EFFECTIVE DATE

  
	
  1.9

  	
   

  	
  ELIGIBLE
  INDIVIDUAL

  
	
  1.10

  	
   

  	
  EMPLOYER

  
	
  1.11

  	
   

  	
  EMPLOYER
  DISCRETIONARY CONTRIBUTION ACCOUNT

  
	
  1.12

  	
   

  	
  EMPLOYER
  DISCRETIONARY CONTRIBUTION

  
	
  1.13

  	
   

  	
  EMPLOYER MAKE
  WHOLE CONTRIBUTION ACCOUNT

  
	
  1.14

  	
   

  	
  EMPLOYER MAKE WHOLE
  CONTRIBUTION

  
	
  1.15

  	
   

  	
  ENTRY DATE

  
	
  1.16

  	
   

  	
  PARTICIPANT

  
	
  1.17

  	
   

  	
  PARTICIPANT
  ENROLLMENT AND ELECTION FORM

  
	
  1.18

  	
   

  	
  PLAN

  
	
  1.19

  	
   

  	
  PLAN YEAR

  
	
  1.20

  	
   

  	
  TRUST

  
	
  1.21

  	
   

  	
  TRUSTEE

  
	
  1.22

  	
   

  	
  VALUATION DATE

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2:  ELIGIBILITY AND PARTICIPATION

  
	
  2.1

  	
   

  	
  REQUIREMENTS

  
	
  2.2

  	
   

  	
  RE-EMPLOYMENT

  
	
  2.3

  	
   

  	
  CHANGE OF EMPLOYMENT
  CATEGORY

  



 


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  ARTICLE 3:  CONTRIBUTIONS AND CREDITS

  
	
  3.1

  	
   

  	
  EMPLOYER MAKE WHOLE
  CONTRIBUTIONS

  
	
  3.2

  	
   

  	
  EMPLOYER
  DISCRETIONARY CONTRIBUTIONS

  
	
  3.3

  	
   

  	
  PARTICIPANT
  COMPENSATION DEFERRALS

  
	
  3.4

  	
   

  	
  CONTRIBUTIONS TO THE TRUST

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4:  ALLOCATION OF FUNDS

  
	
  4.1

  	
   

  	
  ALLOCATION
  OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS

  
	
  4.2

  	
   

  	
  ACCOUNTING FOR
  DISTRIBUTIONS

  
	
  4.3

  	
   

  	
  SEPARATE
  ACCOUNTS

  
	
  4.4

  	
   

  	
  INTERIM
  VALUATIONS

  
	
  4.5

  	
   

  	
  DEEMED
  INVESTMENT DIRECTIONS OF PARTICIPANTS

  
	
  4.6

  	
   

  	
  EXPENSES

  
	
  4.7

  	
   

  	
  TAXES

  
	
  ARTICLE 5:  ENTITLEMENT TO BENEFITS

  
	
  5.1

  	
   

  	
  FIXED
  PAYMENT DATES; TERMINATION OF EMPLOYMENT

  
	
  5.2

  	
   

  	
  HARDSHIP
  DISTRIBUTIONS

  
	
  5.3

  	
   

  	
  APPLICATION
  TO TRUSTEE

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6:  DISTRIBUTION OF BENEFITS

  
	
  6.1

  	
   

  	
  AMOUNT

  
	
  6.2

  	
   

  	
  METHOD OF
  PAYMENT

  
	
  6.3

  	
   

  	
  RE-EMPLOYMENT OF
  PARTICIPANT

  
	
  6.4

  	
   

  	
  DEATH BENEFITS

  
	
  6.5

  	
   

  	
  WITHHOLDING

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7:  BENEFICIARIES; PARTICIPANT DATA

  
	
  7.1

  	
   

  	
  DESIGNATION OF
  BENEFICIARIES

  
	
  7.2

  	
   

  	
  INFORMATION
  TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE
  PARTICIPANTS OR BENEFICIARIES

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8:  ADMINISTRATION

  
	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  ADMINISTRATIVE AUTHORITY

  
	
  8.2

  	
   

  	
  UNIFORMITY OF
  DISCRETIONARY ACTS

  
	
  8.3

  	
   

  	
  LITIGATION

  
	
  8.4

  	
   

  	
  CLAIMS
  PROCEDURE

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9:  AMENDMENT

  
	
  9.1

  	
   

  	
  RIGHT TO AMEND

  
	
  9.2

  	
   

  	
  AMENDMENTS
  TO ENSURE PROPER CHARACTERIZATION OF PLAN

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10:  TERMINATION

  
	
  10.1

  	
   

  	
  EMPLOYER’S
  RIGHT TO TERMINATE OR SUSPEND PLAN

  



 


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  10.2

  	
   

  	
  AUTOMATIC TERMINATION OF
  PLAN

  
	
  10.3

  	
   

  	
  SUSPENSION
  OF DEFERRALS

  
	
  10.4

  	
   

  	
  ALLOCATION AND DISTRIBUTION

  
	
  10.5

  	
   

  	
  SUCCESSOR
  TO EMPLOYER

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11:  THE TRUST

  
	
  11.1

  	
   

  	
  ESTABLISHMENT
  OF TRUST

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12:  MISCELLANEOUS

  
	
  12.1

  	
   

  	
  LIMITATIONS ON
  LIABILITY OF EMPLOYER

  
	
  12.2

  	
   

  	
  CONSTRUCTION

  
	
  12.3

  	
   

  	
  SPENDTHRIFT
  PROVISION

  



 


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THE SHERIDAN GROUP, INC.


 


EXECUTIVE AND DIRECTOR DEFERRED
COMPENSATION PLAN


 


Effective as of
February 15, 2000


 


RECITALS


 


This The Sheridan Group, Inc. Executive and Director
Deferred Compensation Plan (the “Plan”) is adopted by The Sheridan Group, Inc.
(the “Employer”) for certain of its executive employees and members of its
Board of Directors.  The purpose of the
Plan is to offer those employees and members of the Board of Directors an
opportunity to elect to defer the receipt of compensation in order to provide
deferred compensation benefits taxable pursuant to section 451 of the
Internal Revenue Code of 1986, as amended (the “Code”).  The Plan is intended to be a “top-hat” plan
(i.e., an unfunded deferred compensation plan maintained for a select group of
management or highly-compensated employees) under sections 201(2), 301(a)(3)
and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)
and a Board of Directors deferred compensation plan.


 


Accordingly, the following Plan is adopted.


 


ARTICLE 1


 


DEFINITIONS


 


1.1                                 ACCOUNT means the balance credited to a Participant’s
or Beneficiary’s Plan account, including contribution credits and deemed
income, gains and losses (as determined by the Employer, in its discretion)
credited thereto.  A Participant’s or
Beneficiary’s Account shall be determined as of the date of reference.


 


1.2                                 BENEFICIARY means any person or person so
designated in accordance with the provisions of Article 7.


 


1.3                                 CODE means the Internal Revenue Code of 1986 and the
regulations thereunder, as amended from time to time.


 


1.4                                 COMPENSATION means the total current cash
remuneration paid by the Employer to an Eligible Individual with respect to his
or her service for the Employer.


 


1.5                                 COMPENSATION DEFERRAL ACCOUNT is
defined in Section 3.3.


 


1.6                                 COMPENSATION DEFERRALS is defined in
Section 3.3.


 


1.7                                 DESIGNATION DATE means the date or dates as of
which a designation of deemed investment directions by an individual pursuant
to Section 4.5, or any change in a prior designation


 


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of deemed investment directions by an individual pursuant to
Section 4.5, shall become effective. 
The Designation Dates in any Plan Year shall be designated by the
Employer.


 


1.8                                 EFFECTIVE DATE means the effective date of the
Plan, which shall be February 15, 2000.


 


1.9                                 ELIGIBLE INDIVIDUAL means, for any Plan
Year (or applicable portion thereof), a person who is determined by the Employer,
or its designee, to be a member of a select group of management or highly
compensated employees of the Employer or a member of the Employer’s Board of
Directors, and who is designated by the Employer, or its designee, to be an
Eligible Individual under the Plan.  By
each December 31 (or before the Effective Date for the Plan’s first Plan
Year), the Employer shall notify those individuals, if any, who will be
Eligible Individuals for the next Plan Year. 
If the Employer determines that an individual first becomes an Eligible
Individual during a Plan Year, the Employer shall notify such individual of its
determination and of the date during the Plan Year on which the individual
shall first become an Eligible Individual.


 


1.10                           EMPLOYER means The Sheridan Group, Inc. and its
successors and assigns unless otherwise herein provided, or any other
corporation or business organization which, with the consent of The Sheridan
Group, Inc., or its successors or assigns, assumes the Employer’s obligations
hereunder, or any other corporation or business organization which agrees, with
the consent of The Sheridan Group, Inc., to become a party to the Plan.


 


1.11                           EMPLOYER DISCRETIONARY
CONTRIBUTION ACCOUNT is defined in Section 3.2.


 


1.12                           EMPLOYER DISCRETIONARY CONTRIBUTION
is defined in Section 3.2.


 


1.13                           EMPLOYER MAKE WHOLE CONTRIBUTION
ACCOUNT is defined in Section 3.1.


 


1.14                           EMPLOYER MAKE WHOLE CONTRIBUTION
is defined in Section 3.1.


 


1.15                           ENTRY DATE with respect to an individual means the
first day of the pay period following the date on which the individual first
becomes an Eligible Individual.


 


1.16                           PARTICIPANT means any person so designated in
accordance with the provisions of Article 2, including, where appropriate
according to the context of the Plan, any former employee or former member of
the Board of Directors who is or may become (or whose Beneficiaries may become)
eligible to receive a benefit under the Plan.


 


1.17                           PARTICIPANT ENROLLMENT AND
ELECTION FORM means the form or forms on which a Participant elects to
defer Compensation hereunder and/or on which the Participant makes certain
other designations as required thereon.


 


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1.18                           PLAN means this The Sheridan Group, Inc. Executive and
Director Deferred Compensation Plan, as amended from time to time.


 


1.19                           PLAN YEAR means the twelve (12) month period (or for
the first Plan Year, the ten and one-half (10 1⁄2) month period) ending on the
December 31 of each year during which the Plan is in effect.


 


1.20                           TRUST means the Trust established pursuant to
Article 11.


 


1.21                           TRUSTEE means the trustee of the Trust established
pursuant to Article 11.


 


1.22                           VALUATION DATE means the last day of each Plan
Year and any other date that the Employer, in its sole discretion, designates
as a Valuation Date.


 


ARTICLE 2


 


ELIGIBILITY AND PARTICIPATION


 


2.1                                 REQUIREMENTS. 
Every Eligible Individual on the Effective Date shall be eligible to
become a Participant on the Effective Date. 
Every other Eligible Individual shall be eligible to become a
Participant on the first Entry Date occurring on or after the date on which he
or she becomes an Eligible Individual. 
No individual shall become a Participant, however, if he or she is not
an Eligible Individual on the date his or her participation is to begin.


 


Participation in the Participant Compensation Deferral
feature of the Plan is voluntary.  In
order to participate in the Participant Compensation Deferral feature of the
Plan, an otherwise Eligible Individual must make written application in such
manner as may be required by Section 3.2 and by the Employer and must
agree to make Compensation Deferrals as provided in Article 3.


 


2.2                                 RE-EMPLOYMENT. 
If a Participant whose employment or Director status with the Employer
is terminated is subsequently re-employed or subsequently becomes a Director of
the Employer, he or she shall become a Participant in accordance with the
provisions of Section 2.1.


 


2.3                                 CHANGE OF EMPLOYMENT CATEGORY.  During any period in which a Participant
remains in the employ of the Employer, but ceases to be an Eligible Individual,
he or she shall not be eligible to make Compensation Deferrals hereunder.


 


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ARTICLE 3


 


CONTRIBUTIONS AND CREDITS


 


3.1                                 EMPLOYER MAKE WHOLE CONTRIBUTIONS.  There shall be established and maintained a
separate Employer Make Whole Contribution Account in the name of each
Participant who is an employee of the Employer.  Such Account shall be credited or debited, as applicable, with
(a) amounts equal to the Employer’s Make Whole Contributions credited to that
Account, if any; (b) any deemed earnings and losses (to the extent realized,
based upon deemed fair market value of the Account’s deemed assets as
determined by the Employer, in its discretion) allocated to that Account; and
(c) expenses and/or taxes charged to that Account.


 


The Employer Make Whole Contributions (if any)
credited for a particular year to the Employer Make Whole Contribution Account
of a Participant who is an employee of the Employer shall be an amount (if any)
which the Employer would have contributed under the Participant’s 401(k) plan
account were the Employer not prohibited under applicable law from making such
a contribution under the 401(k) plan (including the prohibition that prevents
the 401(k) plan from taking into account a Participant’s deferrals under the
Plan in determining the amount of the Participant’s compensation) which amount
is to be determined by the Employer in its sole and absolute discretion.


 


A Participant shall become vested in amounts credited
to his or her Employer Make Whole Contribution Account pursuant to the same
vesting schedule as is established under the Employer’s 401(k) plan.


 


Notwithstanding the foregoing, a Participant shall
become immediately vested in amounts credited to his or her Employer Make Whole
Contribution Account upon his or her death, his or her total and permanent
disability (as determined by the Employer in its discretion), or his or her
retirement from service to the Employer on or after age sixty-five (65).


 


A Participant’s Employer Make Whole Contribution
Account shall be credited or debited, as applicable, as of each Valuation Date,
with deemed earnings or losses, as applicable, and expenses and/or taxes
allocable thereto.  The amount of deemed
earnings or losses and expenses and/or taxes shall be as determined by the
Employer hereunder.  The Employer shall
have the discretion to allocate such deemed earnings or losses, expenses,
and/or taxes among Participants’ Employer Make Whole Contribution Accounts
pursuant to such allocation rules as the Employer deems to be reasonable and
administratively practicable.


 


3.2                                 EMPLOYER DISCRETIONARY
CONTRIBUTIONS.  The Employer
may, in its sole and absolute discretion, award an Employer Discretionary
Contribution to an employee of the Employer for any particular year. The amount
of any Employer Discretionary Contribution shall be an amount (if any)
determined by the Employer in its sole and absolute discretion.


 


There shall be established and maintained a separate
Employer Discretionary Contribution Account in the name of each Participant who
is an employee of the Employer if such Participant has been awarded an Employer
Discretionary Contribution.  Such
Account shall be credited or debited, as applicable, with (a) amounts equal to
the Employer Discretionary Contributions credited to that Account, if any; (b)
any deemed earnings and losses (to the extent realized, based upon deemed fair


 


4

















 


market value of the Account’s deemed assets as determined by the
Employer, in its discretion) allocated to that Account; and (c) expenses and/or
taxes charged to that Account.


 


A Participant shall become vested in amounts credited
to his or her Employer Discretionary Contribution Account pursuant to a vesting
schedule (including the option of immediate vesting) as determined by the
Employer in its sole and absolute discretion.


 


Notwithstanding the foregoing, a Participant shall
become immediately vested in amounts credited to his or her Employer
Discretionary Contribution Account upon his or her death, his or her total and
permanent disability (as determined by the Employer in its discretion), or his
or her retirement from service to the Employer on or after age sixty-five (65).


 


A Participant’s Employer Discretionary Contribution
Account shall be credited or debited, as applicable, as of each Valuation Date,
with deemed earnings or losses, as applicable, and expenses and/or taxes
allocable thereto.  The amount of deemed
earnings or losses and expenses and/or taxes shall be as determined by the
Employer hereunder.  The Employer shall
have the discretion to allocate such deemed earnings or losses, expenses,
and/or taxes among Participants’ Employer Discretionary Contribution Accounts
pursuant to such allocation rules as the Employer deems to be reasonable and
administratively practicable.


 


3.3                                 PARTICIPANT COMPENSATION DEFERRALS.  In accordance with rules established by the
Employer, a Participant may elect to defer Compensation which is not yet
payable and which would otherwise be paid to the Participant.  Amounts so deferred will be considered a
Participant’s “Compensation Deferrals”. 
Ordinarily, a Participant shall make such an election with respect to a
coming twelve (12) month Plan Year during the period beginning on the
December 1 and ending on the December 31 of the prior Plan Year, or
during such other period established by the Employer.


 


Compensation Deferrals shall be made through regular
payroll or retainer/meeting fee deductions and/or through an election by the
Participant to defer a bonus payment not yet payable to him or her at the time
of the election.  The Participant may
reduce his or her regular payroll or retainer/meeting fee deduction
Compensation Deferral amount for a particular year as of, and by written notice
delivered to the Employer at least thirty (30) days prior to, the beginning of
any regular payroll or Director’s compensation period, with such reduction
being first effective for Compensation to be earned in that payroll or
Director’s compensation period.  In the
case of bonus payment deferrals, the Participant may reduce his or her bonus
payments due to be paid by the Employer by giving notice to the Employer of the
bonus payment Compensation Deferral amount prior to the date the applicable
bonus is first due to be paid.


 


Once made, a Compensation Deferral regular payroll or
retainer/meeting fee deduction election shall continue in force indefinitely,
until reduced by the Participant on a subsequent Participant Enrollment and
Election Form provided by the Employer as provided above or until increased
during an annual enrollment period under the Plan.  A bonus payment reduction election, or a reduction thereof pursuant
to the foregoing,  shall continue in
force only for one bonus payment.


 


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Notwithstanding the preceding, Participant
Compensation Deferrals shall not exceed such maximum percentages as may be
established by the Employer in its discretion and communicated to Participants
from time to time.  If a Participant’s
Compensation Deferrals exceed such maximum percentage(s), the Employer shall
have the right to reduce the percentage(s) of the Participant’s Compensation
Deferrals by giving the Participant written notification of such
reduction.  As of the Effective Date,
Compensation Deferrals made through regular payroll deductions by a Participant
who is an employee of the Employer shall not exceed ten percent (10%) of the
Participant’s base salary, but Compensation Deferrals made through
retainer/meeting fee deductions or through an election by the Participant to
defer a bonus payment shall not be subject to any limitation on the percentage
of the Compensation Deferrals.


 


Compensation Deferrals shall be deducted by the
Employer from the pay of a deferring Participant and shall be credited to the
Account of the deferring Participant.


 


There shall be established and maintained by the
Employer a separate Compensation Deferral Account in the name of each Participant
to which shall be credited or debited: (a) amounts equal to the Participant’s
Compensation Deferrals; (b) amounts equal to any deemed earnings or losses (to
the extent realized, based upon deemed fair market value of the Account’s
deemed assets, as determined by the Employer, in its discretion) attributable
or allocable thereto; and (c) expenses and/or taxes charged to that Account.


 


A Participant shall at all times be 100% vested in
amounts credited to his or her Participant Compensation Deferral Account.


 


3.4                                 CONTRIBUTIONS TO THE TRUST.  An amount shall be contributed by the
Employer to the Trust maintained under Section 11.1 equal to the amount(s)
required to be credited to the Participant’s Account under Sections 3.1 and
3.2.  The Employer shall make a good
faith effort to contribute these amounts to the Trust as soon as is practicable
after such amounts are determined.


 


ARTICLE 4


 


ALLOCATION OF FUNDS


 


4.1                                 ALLOCATION OF DEEMED EARNINGS OR
LOSSES ON ACCOUNTS. 
Subject to Section 4.5, each Participant shall have the right to
direct the Employer as to how amounts in his or her Plan Account shall be
deemed to be invested.  Subject to such
limitations as may from time to time be required by law, imposed by the
Employer or the Trustee or contained elsewhere in the Plan, and subject to such
operating rules and procedures as may be imposed from time to time by the
Employer, prior to the date on which a direction will become effective, the
Participant shall have the right to direct the Employer as to how amounts in
his or her Account shall be deemed to be invested.


 


The Employer shall direct the Trustee to invest the
account maintained in the Trust on behalf of the Participant pursuant to the
deemed investment directions the Employer properly has


 


6

















 


received from the Participant. The value of the Participant’s Account
shall be equal to the value of the account maintained under the Trust on behalf
of the Participant. As of each valuation date of the Trust, the Participant’s
Account will be credited or debited to reflect the Participant’s deemed
investments of the Trust.


 


The Participant’s Plan Account will be credited or
debited with the increase or decrease in the realizable net asset value or
credited interest, as applicable, of the designated deemed investments, as
follows.  As of each Valuation Date, an
amount equal to the net increase or decrease in realizable net asset value or
credited interest, as applicable (as determined by the Employer or the Trustee,
as applicable), of each deemed investment option within the Account since the
preceding Valuation Date shall be allocated among all Participants’ Accounts
deemed to be invested in that investment option in accordance with the ratio
which the portion of the Account of each Participant which is deemed to be
invested within that investment option, determined as provided herein, bears to
the aggregate of all amounts deemed to be invested within that investment
option.


 


4.2                                 ACCOUNTING FOR DISTRIBUTIONS.  As of the date of any distribution
hereunder, the distribution made hereunder to the Participant or his or her
Beneficiary or Beneficiaries shall be charged to such Participant’s
Account.  Such amounts shall be charged on
a pro rata basis against the investments of the Trust in which the
Participant’s Account is deemed to be invested.


 


4.3                                 SEPARATE ACCOUNTS.  A separate account under the Plan shall be established and
maintained by the Employer to reflect the Account for each Participant with
sub-accounts to show separately the applicable deemed investments of the
Account.


 


4.4                                 INTERIM VALUATIONS.  If it is determined by the Employer that the
value of a Participant’s Account as of any date on which distributions are to
be made differs materially from the value of the Participant’s Account on the
prior Valuation Date upon which the distribution is to be based, the Employer,
in its discretion, shall have the right to designate any date in the interim as
a Valuation Date for the purpose of revaluing the Participant’s Account so that
the Account will, prior to the distribution, reflect its share of such material
difference in value.


 


4.5                                 DEEMED INVESTMENT DIRECTIONS OF
PARTICIPANTS.  Subject to
such limitations as may from time to time be required by law, imposed by the
Employer or the Trustee or contained elsewhere in the Plan, and subject to such
operating rules and procedures as may be imposed from time to time by the
Employer, prior to and effective for each Designation Date, each Participant
may communicate to the Employer a direction as to how his or her Plan Accounts
should be deemed to be invested (in any whole dollar amounts or percentage
multiples) among such categories of deemed investments as may be made available
by the Employer hereunder.   Such
direction may separately designate deemed investments (a) for that portion of
the Participant’s Account attributable to amounts that will be credited to the
Participant’s Account prior to the Designation Date on which such direction
shall become effective, and (b) for that portion of the Participant’s Account
attributable to amounts that will be credited to the Participant’s Account
after the Designation Date on which such direction shall become effective, and
shall be subject to the following rules:


 


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(i)                                     Any
initial or subsequent deemed investment direction shall be in writing, on a
form supplied by and filed with the Employer (or made in such other manner
specified by the Employer), and shall be effective as of the next Designation
Date after such filing.


 


(ii)                                  All
amounts credited to the Participant’s Account shall be deemed to be invested in
accordance with the then effective deemed investment direction, and as of the
effective date of any new deemed investment direction, all or a portion of the
Participant’s Account at that date shall be reallocated among the designated
deemed investment funds according to the percentages specified in the new
deemed investment direction unless and until a subsequent deemed investment
direction shall be filed and become effective. 
An election concerning deemed investment choices shall continue
indefinitely until changed by the Participant in a manner permitted by the
Employer.


 


(iii)                               If the Employer receives
an initial or revised deemed investment direction which it deems to be
incomplete, unclear or improper, the Participant’s investment direction then in
effect shall remain in effect (or, in the case of a deficiency in an initial
deemed investment direction, the Participant shall be deemed to have filed no
deemed investment direction) until the next Designation Date, unless the
Employer provides for, and permits the application of, corrective action prior
thereto.


 


(iv)                              If
the Employer possesses (or is deemed to possess as provided in (c), above) at
any time directions as to the deemed investment of less than all of a
Participant’s Account, the Participant shall be deemed to have directed that
the undesignated portion of the Account be deemed to be invested in a money
market, fixed income, or similar fund made available under the Plan as
determined by the Employer in its discretion.


 


(v)                                 Each
Participant hereunder, as a condition to his or her participation hereunder,
agrees to indemnify and hold harmless the Employer and its agents and
representatives from any losses or damages of any kind relating to the deemed
investment of the Participant’s Account hereunder.


 


(vi)                              Each
reference in this Section to a Participant shall be deemed to include,
where applicable, a reference to a Beneficiary.


 


4.6                                 EXPENSES. 
Expenses, including Trustee fees, allocable to the administration or
operation of an Account maintained under the Plan shall be paid by the Employer
unless, in the discretion of the Employer, the Employer elects to charge such
expenses, or any portion thereof, 
against the appropriate Participant’s Account or Participants’
Accounts.  If an expense, or any portion
thereof, is charged against a Participant’s Account, at the discretion of the
Employer, such expense, or any portion thereof, either (a) will reduce the
contribution to the Trust under Section 3.3 next due to be made by the
Employer in respect of the Account, or (b) will be paid from the Trust to the
Employer out of assets of the Trust corresponding to the Participant’s Account
hereunder.


 


4.7                                 TAXES.  Any
taxes allocable to an Account (or portion thereof) maintained under the Plan
which are payable prior to the distribution of the Account (or portion
thereof), as determined


 


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by the Employer, shall be paid by the Employer unless, in the
discretion of the Employer, the Employer elects to charge such taxes against
the appropriate Participant’s Account or Participants’ Accounts.  If a tax amount is charged against a
Participant’s Account, at the discretion of the Employer, such expense either
(a) will reduce the contribution to the Trust under Section 3.3 next due
to be made by the Employer in respect of the Account, or (b) will be paid from
the Trust to the Employer out of assets of the Trust corresponding to the
Participant’s Account.


 


ARTICLE 5


 


ENTITLEMENT TO BENEFITS


 


5.1                                 FIXED PAYMENT DATES; TERMINATION
OF EMPLOYMENT.  On his or
her Participant Enrollment and Election Form, a Participant may select a fixed
payment date for the payment or commencement of payment of his or her vested
Account, which will be valued and payable according to the provisions of
Article 6.  Such a fixed payment
date may be extended to later dates so long as elections to so extend are made
by the Participant prior to the then applicable fixed date.  Such a fixed payment date may not be
accelerated.


 


Alternatively, on his or her Participant Enrollment
and Election Form, a Participant may select payment or commencement of payment
of his or her vested Account at his or her termination of employment or
Director status with the Employer, or at the earlier of a fixed payment date or
his or her termination of employment or Director status with the Employer.  In either of these cases, the extension and
non-acceleration rules discussed above shall apply to such fixed payment date
and/or termination of employment or Director status date, as applicable.


 


Any fixed payment date elected by a Participant
pursuant to the foregoing must be no earlier than the January 1 of the
third calendar year in which the election is made.


 


If a Participant does not select a payment date
pursuant to the foregoing, his or her vested Account shall be distributed or
commence to be distributed, as provided in Article 6, at the termination
of his or her employment or Director status with the Employer.


 


5.2                                 HARDSHIP DISTRIBUTIONS.  In the event of financial hardship of the
Participant, as hereinafter defined, the Participant may apply to the Employer
for the distribution of all or any part of his or her vested Account. The
Employer shall consider the circumstances of each such case, and the best
interests of the Participant and his or her family, and shall have the right,
in its sole discretion, if applicable, to allow such distribution, or, if applicable,
to direct a distribution of part of the amount requested, or to refuse to allow
any distribution.  Upon a finding of
financial hardship, the Employer shall make the appropriate distribution to the
Participant from amounts held by the Employer in respect of the Participant’s
vested Account. In no event shall the aggregate amount of the distribution
exceed either the full value of the Participant’s vested Account or the amount
determined by the Employer to be necessary to alleviate the Participant’s
financial hardship (which financial hardship may be considered to include any
taxes due because of the distribution occurring because of this Section), and
which is not reasonably available from other resources of the 


 


9

















 


Participant. For purposes of this Section, the value of the
Participant’s vested Account shall be determined as of the date of the
distribution.


 


“Financial hardship” means (a) a severe financial
hardship to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or of a dependent (as defined in Code
section 152(a)) of the Participant, (b) loss of the Participant’s property
due to casualty, or (c) other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, each as
determined to exist by the Employer.  A
distribution may be made under this Section only with the consent of the
Employer.


 


5.3                                 APPLICATION TO TRUSTEE.  On the date or dates on which a Participant
or Beneficiary is entitled to payment under Section 5.1, the Participant
or Beneficiary need not make application for payment to the Employer, but
instead may make application for payment directly to the Trustee who shall pay
the Participant or Beneficiary the appropriate amount directly from the Trust
without the consent of the Employer. 
The Trustee shall report the amount of each such payment, and any
withholding thereon, to the Employer.


 


ARTICLE 6


 


DISTRIBUTION OF BENEFITS


 


6.1                                 AMOUNT.  A
Participant (or his or her Beneficiary) shall become entitled to receive, on or
about the date or dates selected by the Participant on his or her Participant
Enrollment and Election Form or, if none, on or about the date of the
Participant’s termination of employment or Director status with the Employer
(as provided in Article 5), a distribution in an aggregate amount equal to
the Participant’s vested Account.  Any
payment due hereunder from the Trust which is not paid by the Trust for any
reason will be paid by the Employer from its general assets.


 


6.2                                 METHOD OF PAYMENT.


 


(a)                                  Cash
Or In-Kind Payments.  Payments under
the Plan shall be made in cash or in-kind, as elected by the Participant, as
permitted by the Employer and the Trustee in their sole and absolute discretion
and subject to applicable restrictions on transfer as may be applicable legally
or contractually.


 


(b)                                 Timing
and Manner of Payment.  In the case
of distributions to a Participant or his or her Beneficiary by virtue of an
entitlement pursuant to Sections 5.1, an aggregate amount equal to the
Participant’s vested Account will be paid by the Trust or the Employer, as
provided in Section 6.1, in a lump sum or in five (5) substantially equal
annual installments (adjusted for gains and losses), as selected by the
Participant prior to the date on which amounts are first payable to the
Participant.


 


If a Participant fails to designate properly the
manner of payment of the Participant’s benefit under the Plan, such payment
will be in a lump sum.


 


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If the whole or any part of a payment hereunder is to
be in installments, the total to be so paid shall continue to be deemed to be
invested pursuant to Sections 4.1 and 4.5 under such procedures as the Employer
may establish, in which case any deemed income, gain, loss or expense
attributable thereto (as determined by the Trustee, in its discretion) shall be
reflected in the installment payments, in such equitable manner as the Trustee
shall determine.


 


(c)                                  Special
Rule for Participants Who Resigned or Who are Terminated for Cause.  Notwithstanding the foregoing, in the case
of distributions to a Participant who has resigned or who has been terminated
for cause (as determined by the Employer in its sole and absolute discretion),
the total to be paid to the Participant shall be paid in a lump sum as soon as
practicable after the Participant’s termination date.


 


6.3                                 RE-EMPLOYMENT OF PARTICIPANT.  If a Participant who has terminated his or
her employment or Director status with the Employer is receiving installment
distributions pursuant to Section 6.2 and is re-employed by the Employer
(or becomes a member of the Employer’s Board of Directors), the remaining
distributions due to the Participant shall be suspended until such times as the
Participant once again becomes eligible for benefits under Sections 5.1 or 5.2,
at which time such distribution shall commence, subject to the limitations and
conditions contained in this Plan.


 


6.4                                 DEATH BENEFITS.  If a Participant dies before terminating his or her employment or
Director status with the Employer and before the commencement of payments to
the Participant hereunder, the entire value of the Participant’s Account shall
be paid, at the time(s) selected by the Participant under Article 5 and in
the manner provided in Section 6.2, to the person or persons designated in
accordance with Section 7.1.


 


Upon the death of a Participant after payments
hereunder have begun but before he or she has received all payments to which he
or she is entitled under the Plan, the remaining benefit payments shall be paid
to the person or persons designated in accordance with Section 7.1 in the
manner in which such benefits were payable to the Participant.


 


6.5                                 WITHHOLDING. 
All distributions under the Plan are subject to any applicable tax
withholding, as determined by the Employer in its discretion.


 


ARTICLE 7


 


BENEFICIARIES; PARTICIPANT DATA


 


7.1                                 DESIGNATION OF BENEFICIARIES.  Each Participant from time to time may
designate any person or persons (who may be named contingently or successively)
to receive such benefits as may be payable under the Plan upon or after the
Participant’s death, and such designation may be changed from time to time by
the Participant by filing a new designation. 
Each designation will revoke all prior designations by the same
Participant, shall be in a form prescribed by the Employer, and will be
effective only when filed in writing with the Employer during the Participant’s
lifetime.


 


11

















 


In the absence of a valid Beneficiary designation, or
if, at the time any benefit payment is due to a Beneficiary, there is no living
Beneficiary validly named by the Participant, the Employer shall pay any such
benefit payment to the Participant’s spouse, if then living, but otherwise to
the Participant’s then living descendants, if any, per stirpes, but, if
none, to the Participant’s estate.  In
determining the existence or identity of anyone entitled to a benefit payment, the
Employer may rely conclusively upon information supplied by the Participant’s
personal representative, executor or administrator.


 


If a question arises as to the existence or identity
of anyone entitled to receive a benefit payment as aforesaid, or if a dispute
arises with respect to any such payment, then, notwithstanding the foregoing,
the Employer, in its sole discretion, may distribute such payment to the
Participant’s estate without liability for any tax or other consequences which
might flow therefrom, or may take such other action as the Employer deems to be
appropriate.


 


7.2                                 INFORMATION TO BE FURNISHED BY
PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR
BENEFICIARIES.  Any communication,
statement or notice addressed to a Participant or to a Beneficiary at his or
her last post office address as shown on the Employer’s records shall be
binding on the Participant or Beneficiary for all purposes of the Plan.  The Employer shall not be obliged to search
for any Participant or Beneficiary beyond the sending of a registered letter to
such last known address.  If the
Employer notifies any Participant or Beneficiary that he or she is entitled to
an amount under the Plan and the Participant or Beneficiary fails to claim such
amount or make his or her location known to the Employer within three (3) years
thereafter, then, except as otherwise required by law, if the location of one
or more of the next of kin of the Participant is known to the Employer, the
Employer may direct distribution of such amount to any one or more or all of
such next of kin, and in such proportions as the Employer determines.  If the location of none of the foregoing
persons can be determined, the Employer shall have the right to direct that the
amount payable shall be deemed to be a forfeiture, except that the dollar
amount of the forfeiture, unadjusted for deemed gains or losses in the interim,
shall be paid by the Employer if a claim for the benefit subsequently is made
by the Participant or the Beneficiary to whom it was payable.  If a benefit payable to an unlocated
Participant or Beneficiary is subject to escheat pursuant to applicable state
law, the Employer shall not be liable to any person for any payment made in
accordance with such law.


 


ARTICLE 8


 


ADMINISTRATION


 


8.1                                 ADMINISTRATIVE AUTHORITY.  Except as otherwise specifically provided
herein, the Employer, acting through its Board of Directors or the designee(s)
thereof, shall have the sole responsibility for and the sole control of the
operation and administration of the Plan, and shall have the power and
authority to take all action and to make all decisions and interpretations
which may be necessary or appropriate in order to administer and operate the
Plan, including, without limiting the generality of the foregoing, the power,
duty and responsibility to:


 


12

















 


(a)                                  Resolve
and determine all disputes or questions arising under the Plan, and to remedy
any ambiguities, inconsistencies or omissions in the Plan.


 


(b)                                 Adopt
such rules of procedure and regulations as in its opinion may be necessary for
the proper and efficient administration of the Plan and as are consistent with
the Plan.


 


(c)                                  Implement
the Plan in accordance with its terms and the rules and regulations adopted as
above.


 


(d)                                 Make
determinations with respect to the eligibility of any Eligible Individual as a
Participant and make determinations concerning the crediting of Plan Accounts.


 


(e)                                  Appoint
any persons or firms, or otherwise act to secure specialized advice or
assistance, as it deems necessary or desirable in connection with the
administration and operation of the Plan, and the Employer shall be entitled to
rely conclusively upon, and shall be fully protected in any action or omission
taken by it in good faith reliance upon, the advice or opinion of such firms or
persons.  The Employer shall have the
power and authority to delegate from time to time by written instrument all or
any part of its duties, powers or responsibilities under the Plan, both
ministerial and discretionary, as it deems appropriate, to any person or
committee, and in the same manner to revoke any such delegation of duties,
powers or responsibilities.  Any action
of such person or committee in the exercise of such delegated duties, powers or
responsibilities shall have the same force and effect for all purposes
hereunder as if such action had been taken by the Employer.  Further, the Employer may authorize one or
more persons to execute any certificate or document on behalf of the Employer,
in which event any person notified by the Employer of such authorization shall
be entitled to accept and conclusively rely upon any such certificate or
document executed by such person as representing action by the Employer until
such notified person shall have been notified of the revocation of such
authority.


 


8.2                                 UNIFORMITY OF DISCRETIONARY ACTS.  Whenever in the administration or operation
of the Plan discretionary actions by the Employer are required or permitted,
such actions shall be consistently and uniformly applied to all persons
similarly situated, and no such action shall be taken which shall discriminate
in favor of any particular person or group of persons.


 


8.3                                 LITIGATION. 
Except as may be otherwise required by law, in any action or judicial
proceeding affecting the Plan, no Participant or Beneficiary shall be entitled
to any notice or service of process, and any final judgment entered in such
action shall be binding on all persons interested in, or claiming under, the
Plan.


 


8.4                                 CLAIMS PROCEDURE.  Any person claiming a benefit under the Plan (a “Claimant”) shall
present the claim, in writing, to the Employer or the Trustee, and the Employer
or the Trustee shall respond in writing. 
If the claim is denied, the written notice of denial shall state, in a
manner calculated to be understood by the Claimant:


 


(a)                                  The
specific reason or reasons for the denial, with specific references to the Plan
provisions on which the denial is based;


 


13

















 


(b)                                 A
description of any additional material or information necessary for the
Claimant to perfect his or her claim and an explanation of why such material or
information is necessary; and


 


(c)                                  An
explanation of the Plan’s claims review procedure.


 


The written notice denying or granting the Claimant’s
claim shall be provided to the Claimant within ninety (90) days after the
Employer’s or Trustee’s receipt of the claim, unless special circumstances
require an extension of time for processing the claim.  If such an extension is required, written
notice of the extension shall be furnished by the Employer or Trustee to the
Claimant within the initial ninety (90) day period and in no event shall such
an extension exceed a period of ninety (90) days from the end of the initial
ninety (90) day period.  Any extension
notice shall indicate the special circumstances requiring the extension and the
date on which the Employer or Trustee expects to render a decision on the
claim.  Any claim not granted or denied
within the period noted above shall be deemed to have been denied.


 


Any Claimant whose claim is denied, or deemed to have
been denied under the preceding sentence (or such Claimant’s authorized
representative), may, within sixty (60) days after the Claimant’s receipt of
notice of the denial, or after the date of the deemed denial, request a review
of the denial by notice given, in writing, to the Employer or Trustee.  Upon such a request for review, the claim
shall be reviewed by the Employer or Trustee (or its designated representative)
which may, but shall not be required to, grant the Claimant a hearing.  In connection with the review, the Claimant
may have representation, may examine pertinent documents, and may submit issues
and comments in writing.


 


The decision on review normally shall be made within
sixty (60) days of the Employer’s receipt of the request for review.  If an extension of time is required due to
special circumstances, the Claimant shall be notified, in writing, by the
Employer or Trustee, and the time limit for the decision on review shall be
extended to one hundred twenty (120) days. 
The decision on review shall be in writing and shall state, in a manner
calculated to be understood by the Claimant, the specific reasons for the
decision and shall include references to the relevant Plan provisions on which
the decision is based.  The written
decision on review shall be given to the Claimant within the sixty (60) day
(or, if applicable, the one hundred twenty (120) day) time limit discussed
above.  If the decision on review is not
communicated to the Claimant within the sixty (60) day (or, if applicable, the
one hundred twenty (120) day) period discussed above, the claim shall be deemed
to have been denied upon review.  All
decisions on review shall be final and binding with respect to all concerned
parties.


 


14

















 


ARTICLE 9


 


AMENDMENT


 


9.1                                 RIGHT TO AMEND. 
The Employer, by written instrument executed by a duly authorized
representative of the Employer, shall have the right to amend the Plan, at any
time and with respect to any provisions hereof, and all parties hereto or
claiming any interest hereunder shall be bound by such amendment; provided,
however, that no such amendment shall deprive a Participant or a Beneficiary of
a right accrued hereunder prior to the date of the amendment.


 


9.2                                 AMENDMENTS TO ENSURE PROPER
CHARACTERIZATION OF PLAN. 
Notwithstanding the provisions of Section 9.1, the Plan may be
amended by the Employer at any time, retroactively if required, in the opinion
of the Employer, in order to ensure that the Plan is characterized as “top-hat”
plan as described under ERISA sections 201(2), 301(a)(3), and 401(a)(1), and to
conform the Plan to the provisions and requirements of any applicable law
(including ERISA and the Code).  No such
amendment shall be considered prejudicial to any interest of a Participant or a
Beneficiary hereunder.


 


ARTICLE 10


 


TERMINATION


 


10.1                           EMPLOYER’S RIGHT TO TERMINATE OR
SUSPEND PLAN.  The
Employer reserves the right to terminate the Plan and/or its obligation to make
further credits to Plan Accounts.  The
Employer also reserves the right to suspend the operation of the Plan for a
fixed or indeterminate period of time.


 


10.2                           AUTOMATIC TERMINATION OF PLAN.  The Plan automatically shall terminate upon
the dissolution of the Employer, or upon its merger into or consolidation with
any other corporation or business organization if there is a failure by the
surviving corporation or business organization to adopt specifically and agree
to continue the Plan.


 


10.3                           SUSPENSION OF DEFERRALS.  In the event of a suspension of the Plan,
the Employer shall continue all aspects of the Plan, other than Compensation
Deferrals and Employer Contribution Credits, during the period of the
suspension, in which event payments hereunder will continue to be made during
the period of the suspension in accordance with Articles 5 and 6.


 


10.4                           ALLOCATION AND DISTRIBUTION.  This Section shall become operative on
a complete termination of the Plan.  The
provisions of this Section also shall become operative in the event of a
partial termination of the Plan, as determined by the Employer, but only with
respect to that portion of the Plan attributable to the Participants to whom
the partial termination is applicable. 
Upon the effective date of any such event, notwithstanding any other
provisions of the Plan, no persons who were not theretofore Participants shall
be eligible to become Participants, the value of the interest of all
Participants and Beneficiaries shall be determined and, after deduction of
estimated


 


15

















 


expenses in liquidating and, if applicable, paying Plan benefits, paid
to them as soon as is practicable after such termination.


 


10.5                           SUCCESSOR TO EMPLOYER.  Any corporation or other business
organization which is a successor to the Employer by reason of a consolidation,
merger or purchase of substantially all of the assets of the Employer shall
have the right to become a party to the Plan by adopting the same by resolution
of the entity’s board of directors or other appropriate governing body.  If, within ninety (90) days from the
effective date of such consolidation, merger or sale of assets, such new entity
does not become a party hereto, as above provided, the Plan automatically shall
be terminated, and the provisions of Section 10.4 shall become operative.


 


ARTICLE 11


 


THE TRUST


 


11.1                           ESTABLISHMENT OF TRUST.  The Employer shall establish the Trust with
the Trustee pursuant to such terms and conditions as are set forth in the Trust
agreement to be entered into between the Employer and the Trustee.  The Trust is intended to be treated as a
“grantor” trust under the Code and the establishment of the Trust is not
intended to cause the Participant to realize current income on amounts
contributed thereto, and the Trust shall be so interpreted.


 


ARTICLE 12


 


MISCELLANEOUS


 


12.1                           LIMITATIONS ON LIABILITY OF EMPLOYER.  Neither the establishment of the Plan nor
any modification thereof, nor the creation of any account under the Plan, nor
the payment of any benefits under the Plan shall be construed as giving to any
Participant or other person any legal or equitable right against the Employer,
or any officer or employer thereof except as provided by law or by any Plan
provision.  The Employer does not in any
way guarantee any Participant’s Account from loss or depreciation, whether
caused by poor investment performance of a deemed investment or the inability
to realize upon an investment due to an insolvency affecting an investment
vehicle or any other reason.  In no
event shall the Employer, or any successor, employee, officer, director or
stockholder of the Employer, be liable to any person on account of any claim
arising by reason of the provisions of the Plan or of any instrument or
instruments implementing its provisions, or for the failure of any Participant,
Beneficiary or other person to be entitled to any particular tax consequences
with respect to the Plan, or any credit or distribution hereunder.


 


12.2                           CONSTRUCTION. 
If any provision of the Plan is held to be illegal or void, such
illegality or invalidity shall not affect the remaining provisions of the Plan,
but shall be fully severable, and the Plan shall be construed and enforced as
if said illegal or invalid provision had never been inserted herein.  For all purposes of the Plan, where the
context admits, the singular shall include the plural, and the plural shall
include the singular.  Headings of
Articles and Sections herein are inserted only for convenience of reference and
are not to be considered in the construction of the Plan.  The laws of the State of Maryland shall
govern, control and determine all questions of law


 


16

















 


arising with respect to the Plan and the interpretation and validity of
its respective provisions, except where those laws are preempted by the laws of
the United States.  Participation under
the Plan will not give any Participant the right to be retained in the service
of the Employer nor any right or claim to any benefit under the Plan unless
such right or claim has specifically accrued hereunder.


 


The Plan is intended to be and at all times shall be
interpreted and administered so as to qualify as an unfunded deferred
compensation plan, and no provision of the Plan shall be interpreted so as to
give any individual any right in any assets of the Employer which right is
greater than the rights of a general unsecured creditor of the Employer.


 


12.3                           SPENDTHRIFT PROVISION.  No amount payable to a Participant or a
Beneficiary under the Plan will, except as otherwise specifically provided by
law, be subject in any manner to anticipation, alienation, attachment,
garnishment, sale, transfer, assignment (either at law or in equity), levy,
execution, pledge, encumbrance, charge or any other legal or equitable process,
and any attempt to do so will be void; nor will any benefit be in any manner
liable for or subject to the debts, contracts, liabilities, engagements or
torts of the person entitled thereto. Further, (i) the withholding of taxes
from Plan benefit payments, (ii) the recovery under the Plan of overpayments of
benefits previously made to a Participant or Beneficiary, (iii) if applicable,
the transfer of benefit rights from the Plan to another plan, or (iv) the
direct deposit of benefit payments to an account in a banking institution (if
not actually part of an arrangement constituting an assignment or alienation)
shall not be construed as an assignment or alienation.


 


In the event that any Participant’s or Beneficiary’s
benefits hereunder are garnished or attached by order of any court, the
Employer or Trustee may bring an action or a declaratory judgment in a court of
competent jurisdiction to determine the proper recipient of the benefits to be
paid under the Plan.  During the
pendency of said action, any benefits that become payable shall be held as
credits to the Participant’s or Beneficiary’s Account or, if the Employer or
Trustee prefers, paid into the court as they become payable, to be distributed
by the court to the recipient as the court deems proper at the close of said
action.


 


IN WITNESS WHEREOF, the Employer has caused
the Plan to be executed and its seal to be affixed hereto, effective as of the
15th day of February 2000.


 


 


	
  ATTEST/WITNESS

  	
   

  	
  THE SHERIDAN GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ R. M. Jakobe

  	
   

  	
  By:

  	
  /s/ R. C. Hawkins

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President—Human Resources

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  R. M. Jakobe

  	
   

  	
   

  	
  Print Name:

  	
  R. C. Hawkins

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
  2-28-00

  	
   

  
										



 


 


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