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                                                                   EXHIBIT 10.12

                           THIRD AMENDED AND RESTATED
                  EASTMAN DIRECTORS' DEFERRED COMPENSATION PLAN

PREAMBLE. The Third Amended and Restated Eastman Directors' Deferred
Compensation Plan is an unfunded, non-qualified deferred compensation
arrangement for non-employee members of the Board of Directors of Eastman
Chemical Company (the "Company"). Under the Plan, each Eligible Director is
annually given an opportunity to elect to defer payment of part of his or her
compensation for serving as a Director. This Plan originally was adopted
effective January 1, 1994, was amended and restated effective as of December 1,
1994 and as of May 2, 1996, and is further amended and restated effective as of
October 10, 1996.

SECTION 1.  DEFINITIONS.

         SECTION 1.1. "Account" means the Interest Account or the Stock
         Account.

         SECTION 1.2. "Board" means the Board of Directors of the Company.

         SECTION 1.3. "Change In Control" means a change in control of the
         Company of a nature that would be required to be reported (assuming
         such event has not been 11 previously reported") in response to Item
         l(a) of a Current Report on Form 8-K, as in effect on August 1, 1993,
         pursuant to Section 13 or 15(d) of the Exchange Act; provided that,
         without limitation, a Change In Control shall be deemed to have
         occurred at such time as (i) any "person" within the meaning of Section
         14(d) of the Exchange Act, other than the Company, a subsidiary of the
         Company, or any employee benefit plan(s) sponsored by the Company or
         any subsidiary of the Company, is or has become the "beneficial owner,"
         as defined in Rule 13d-3 under the Exchange Act, directly or
         indirectly, of 25% or more of the combined voting power of the
         outstanding securities of the Company ordinarily having the right to
         vote at the election of directors; provided, however, that the
         following will not constitute a Change In Control: any acquisition by
         any corporation if, immediately following such acquisition, more than
         75% of the outstanding securities of the acquiring corporation
         ordinarily having the right to vote in the election of directors is
         beneficially owned by all or substantially all of those persons who,
         immediately prior to such acquisition, were the beneficial owners of
         the outstanding securities of the Company ordinarily having the right
         to vote in the election of directors; or (ii) individuals who
         constitute the Board on January 1, 1994 (the "Incumbent Board") have
         ceased for any reason to constitute at least a majority thereof,
         provided that: any person becoming a director subsequent to January 1,
         1994 whose election, or nomination for election by the Company's
         shareowners, was approved by a vote of at least three-quarters (3/4) of
         the directors comprising the Incumbent Board (either by a specific vote
         or by approval of the proxy statement of the Company in which such
         person is named as a nominee for director without objection to such
         nomination) shall be, for purposes of the Plan, considered as though
         such person were a member of the Incumbent Board; or (iii) upon
         approval by the Company's shareowners of a reorganization, merger or
         consolidation, other than one with respect to which all or
         substantially all of those persons who were the beneficial owners,
         immediately prior to such reorganization, merger or consolidation, of
         outstanding securities of the Company ordinarily having the right to
         vote in the election of directors own, immediately after such
         transaction, more than 75% of the outstanding securities of the


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         resulting corporation ordinarily having the right to vote in the
         election of directors; or (iv) upon approval by the Company's
         stockholders of a complete liquidation and dissolution of the Company
         or the sale or other disposition of all or substantially all of the
         assets of the Company other than to a subsidiary of the Company.
         Notwithstanding the occurrence of any of the foregoing, the Board of
         Directors may determine, if it deems it to be in the best interest of
         the Company, that an event or events otherwise constituting a Change
         in Control shall not be so considered. Such determination shall be
         effective only if it is made by the Board of Directors prior to the
         occurrence of an event that otherwise would be or probably will lead
         to a Change In Control or after such event if made by the Board of
         Directors a majority of which is composed of directors who were
         members of the Board immediately prior to the event that otherwise
         would be or probably will lead to a Change In Control.

         SECTION 1.4.  "Nominating and Corporate Governance Committee" means the
         Nominating and Corporate Governance Committee of the Board.

         SECTION 1.5.  "Common Stock" means the $.01 par value common stock of
         the Company.

         SECTION 1.6.  "Company" means Eastman Chemical Company.

         SECTION 1.7.  "Deferrable Amount" means an amount equal to the sum of
         the Eligible Director's cash compensation, including retainer, meeting
         fees, and any other compensation otherwise payable in cash.

         SECTION 1.8.  "Eligible Director" means a member of the Board of
         Directors of the Company who is not an employee of the Company or any
         subsidiary of the Company.

         SECTION 1.9.  "Enrollment Period" means the period designated by the
         Nominating and Corporate Governance Committee each year; provided
         however, that such period shall end on or before December 31 of each
         year.

         SECTION 1.10. "Exchange Act" means the Securities Exchange Act of 1934,
         as amended.

         SECTION 1.11. "Interest Account" means the account established by the
         Company for each Participant for compensation deferred pursuant to this
         Plan and which shall bear interest as described in Section 4.1 below.
         The maintenance of individual Interest Accounts is for bookkeeping
         purposes only.

         SECTION 1.12. "Interest Rate" means the monthly average of bank prime
         lending rates to most favored customers as published in The Wall Street
         Journal, such average to be determined as of the last day of each
         month.

         SECTION 1.13. "Market Value" means the closing price of the shares of
         Common Stock on the New York Stock Exchange on the day on which such
         value is to be determined or, if no such shares were traded on such
         day, said closing price on the next business day on which such shares
         are traded; provided, however, that if at any relevant time the shares
         of Common Stock are not traded on the New York Stock Exchange, then
         "Market Value" shall be determined by reference to the closing price of
         the shares of Common Stock on another national securities exchange,


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         if applicable, or if the shares are not traded on an exchange but are
         traded in the over-the-counter market, by reference to the last sale
         price or the closing "asked" price of the shares in the
         over-the-counter market as reported by the National Association of
         Securities Dealers Automated Quotation System (NASDAQ) or other
         national quotation service.

         SECTION 1.14. "Plan" means this Third Amended and Restated Eastman
         Directors' Deferred Compensation Plan.

         SECTION 1.15. "Participant" means an Eligible Director who elects for
         one or more years to defer compensation pursuant to this Plan.

         SECTION 1.16. "Stock Account" means the account established by the
         Company for each Participant, the performance of which shall be
         measured by reference to the Market Value of Common Stock. The
         maintenance of individual Stock Accounts is for bookkeeping purposes
         only.

         SECTION 1.17. "Valuation Date" means each business day.

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

SECTION 3. TIME OF ELECTION OF DEFERRAL. An Eligible Director who wishes to
defer compensation must irrevocably elect to do so during the applicable
Enrollment Period. The Enrollment Period shall end on or before December 31 of
the calendar year immediately preceding the year in which the Eligible
Director's applicable Deferrable Amount will be earned. Elections shall be made
annually.

SECTION 4. HYPOTHETICAL INVESTMENTS.

         SECTION 4.1. INTEREST ACCOUNT. Amounts in a Participant's Interest
         Account are hypothetically invested in an interest bearing account
         which bears interest computed at the Interest Rate, compounded monthly.

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

SECTION 5. DEFERRALS AND CREDITING AMOUNTS TO ACCOUNTS.


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         SECTION 5.1. MANNER OF ELECTING DEFERRAL. An Eligible Director may
         elect to defer compensation by executing and returning to the
         Nominating and Corporate Governance Committee a deferred compensation
         form provided by the Company. The form shall indicate: (i) the amount
         of Deferrable Amount to be deferred; and (ii) the portion of the
         deferral to be credited to the Participant's Interest Account and Stock
         Account, respectively. An election to defer compensation shall be
         irrevocable following the end of the applicable Enrollment Period, but
         the portion of the deferral to be credited to the Participant's
         Interest Account and Stock Account, respectively, may be reallocated by
         the Participant in the manner specified by the Nominating and Corporate
         Governance Committee or its authorized designee through and including
         the business day immediately preceding the date on which the deferred
         amount is credited to the Participant's Accounts pursuant to Section
         5.2.

         SECTION 5.2. CREDITING OF AMOUNTS TO ACCOUNTS. Except as otherwise
         provided in this Section, amounts to be deferred shall be credited to
         the Participant's Interest Account and/or Stock Account, as applicable,
         as of the date such amounts are otherwise payable. Notwithstanding the
         foregoing, each and every Deferrable Amount, when initially credited to
         the Participant's Account, shall be held in a Participant's Interest
         Account until the next date that dividends are paid on Common Stock
         (see Section 7.6 of the Plan); and on such date the Deferrable Amount
         that would have been initially credited to the Participant's Stock
         Account but for this sentence shall be transferred, together with
         allocable interest thereon, to the Participant's Stock Account,
         provided that such transfer shall be subject to the restrictions set
         forth in Section 7.2.

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

SECTION 7. INVESTMENT IN THE STOCK ACCOUNT AND TRANSFERS BETWEEN ACCOUNTS.

         SECTION 7.1. ELECTION INTO THE STOCK ACCOUNT. If a Participant elects
         to defer compensation into his or her Stock Account, his or her Stock
         Account shall be credited, as of the date described in Section 5.2,
         with that number of units of Common Stock, and fractions thereof,
         obtained by dividing the dollar amount to be deferred into the Stock
         Account by the Market Value of the Common Stock as of such date.

         SECTION 7.2. TRANSFERS BETWEEN ACCOUNTS. Except as otherwise provided
         in this Section, a Participant may direct that all or any portion,
         designated as a whole dollar amount, of the existing balance of one of
         his or her Accounts be transferred to his or her other Account,
         effective as of (i) the date such election is made, if and only if such
         election is made prior to the close of trading on the New York Stock
         Exchange on a day on which the Common Stock is traded on the New York
         Stock Exchange, or (ii) if such election is made after the close of
         trading on the New York Stock Exchange on a given day or at any time on
         a day on which no sales of Common Stock are made on the New York Stock
         Exchange, then on the next business day on which the Common Stock is
         traded on the New York Stock Exchange (the date described in (i) or
         (ii), as applicable, is referred to hereinafter as the election's
         "Effective Date"). Such election shall be made in the manner specified
         by the Nominating and Corporate Governance Committee or its authorized


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         designee; provided, however, that a Participant may only elect to
         transfer between his or her Accounts if he or she has made no election
         within the previous six months to effect an "opposite way"
         fund-switching (i.e. transfer out versus transfer in) transfer into or
         out of the Stock Account or any other "opposite way" intraplan transfer
         or plan distribution involving a Company equity securities fund which
         constitutes a "Discretionary Transaction" as defined in Rule 16b-3
         under the Exchange Act.

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

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

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

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

         SECTION 7.6. STOCK DIVIDENDS. Effective as of the payment date for each
         stock dividend on the Common Stock, additional units of Common Stock
         shall be credited to the Stock Account of each Participant who had a
         balance in his or her Stock Account on the record date for such
         dividend. The number of units that shall be credited to the Stock
         Account of such a Participant shall equal the number of shares of
         Common Stock, and fractions thereof, which the Participant would have
         received as stock dividends had he or she been the owner on the record
         date for such stock dividend of the number of shares of Common Stock
         equal to the number of units credited to his or her Stock Account on
         such record date.


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

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

         SECTION 7.9. RESPONSIBILITY FOR INVESTMENT CHOICES. Each Participant is
         solely responsible for any decision to defer compensation into his or
         her Stock Account and to transfer amounts to and from his or her Stock
         Account and accepts all investment risks entailed by such decision,
         including the risk of loss and a decrease in the value of the amounts
         he or she elects to defer into his or her Stock Account.

         SECTION 7.10. LIQUIDATION OF STOCK ACCOUNT. Upon the date that a
         Participant ceases to serve on the Board, the entire balance, if any,
         of the Participant's Stock Account shall automatically be transferred
         to his or her Interest Account. For purposes of valuing the units of
         Common Stock subject to such a transfer, the approach described in
         Section 7.8 shall be used.

SECTION 8.  PAYMENT OF DEFERRED COMPENSATION.

         SECTION 8.1. BACKGROUND. No withdrawal may be made from a Participant's
         Account except as provided in this Section 8 and Sections 9, 10 and 17.

         SECTION 8.2. MANNER OF PAYMENT. Payment of a Participant's Account
         shall be made in a single lump sum or annual installments, in the sole
         discretion of the Nominating and Corporate Governance Committee. The
         maximum number of annual installments is ten. All payments from the
         Plan shall be made in cash.

         SECTION 8.3. TIMING OF PAYMENTS. Payments shall be made by the fifth
         business day in March and shall commence in any year designated in the
         sole discretion of the Nominating and Corporate Governance Committee,
         up through the tenth year following the year in which the Participant
         ceases to be a member of the Board for any reason, but in no event
         shall payment commence later than the year the Participant reaches age
         71.

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

SECTION 9. PAYMENT OF DEFERRED COMPENSATION AFTER DEATH. If a Participant dies
prior to complete payment of his or her Accounts, the balance of such Accounts,
valued as of the Valuation Date immediately preceding the date payment is made,
shall be paid in a single, lump-sum payment to: (i) the beneficiary or
contingent beneficiary designated by the Participant on forms supplied by the


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Nominating and Corporate Governance Committee; or, in the absence of a valid
designation of a beneficiary or contingent beneficiary, (ii) the Participant's
estate within 30 days after appointment of a legal representative of the
deceased Participant.

10.1     ACCELERATION OF PAYMENT FOR HARDSHIP. Upon written approval from the
         Company's Vice President, Human Resources, with respect to Participants
         other than executive officers of the Company and by the Compensation
         Committee, with respect to Participants who are executive officers of
         the Company, and subject to the restrictions in the next two sentences,
         a Participant, whether or not he or she is still employed by the
         Company or any of its U.S. Subsidiaries, may be permitted to receive
         all or part of his or her Accounts if the Company's Vice President,
         Human Resources, or the Compensation Committee, as applicable,
         determines that an emergency event beyond the Participant's control
         exists which would cause such Participant severe financial hardship if
         the payment of his or her Accounts were not approved. Any such
         distribution for hardship shall be limited to the amount needed to meet
         such emergency.

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

10.3     ACCELERATED PAYMENT If under Eastman Executive Deferred Compensation
         Plan one-half or more of the Participants or one-fifth or more of the
         Participants with one-half or more of the value of all benefits owed
         exercise their option for immediate distribution in any consecutive
         six-month period this will trigger immediate payment to all
         Participants of all benefits owed under the terms of the plan,
         immediate payout under this section will not involve reduction of the
         amounts paid to Participants as set forth in section 10.2. Any
         individual that has been penalized in this six-month period for
         electing immediate withdrawal will be paid that penalty, and continuing
         participation will be allowed, if payout to all Participants under this
         section occurs.

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

SECTION 11.  PARTICIPANT'S RIGHTS UNSECURED. The benefits payable under this
Plan shall be paid by the Company each year out of its general assets. To the
extent a Participant acquires the right to receive a payment under this Plan,


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such right shall be no greater than that of an unsecured general creditor of
the Company. No amount payable under this Plan may be assigned, transferred,
encumbered or subject to any legal process for the payment of any claim against
a Participant. No Participant shall have the right to exercise any of the,
rights or privileges of a shareowner with respect to units credited to his or
her Stock Account.

SECTION 12.  NO RIGHT TO CONTINUED SERVICE. Participation in the Plan shall not
give any Participant any right to remain a member of the Board.

SECTION 13.  STATEMENT OF ACCOUNT. Statements will be sent no less frequently
than annually to each Participant or his or her estate showing the value of the
Participant's Accounts.

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

SECTION 15.  ADMINISTRATION.

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

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

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

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

         SECTION 15.5. RESTRICTION ON AUTHORITY OF THE NOMINATING AND CORPORATE
         GOVERNANCE COMMITTEE. Under any circumstances where the Nominating and
         Corporate Governance Committee is authorized to make a discretionary


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         decision concerning a payment of any type under this Plan to a member
         of such Committee, the member of the Committee who is to receive such
         payment shall take no part in the deliberations or have any voting or
         other power with respect to such decision.

SECTION 16. AMENDMENT. The Board may suspend or terminate the Plan at any time.
In addition, the Board may, from time to time, amend the Plan in any manner
without shareowner approval; provided, however, that the Board may condition any
amendment on the approval of shareowners if such approval is necessary or
advisable with respect to tax, securities, or other applicable laws. No
amendment, modification, or termination shall, without the consent of a
Participant, adversely affect such Participant's accruals in his or her Accounts
as of the date of such amendment, modification, or termination.

SECTION 17. CHANGE IN CONTROL.

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

         SECTION 17.2. ACCELERATION OF PAYMENT UPON CHANGE IN CONTROL. Upon the
         occurrence of a Change in Control, each Participant, whether or not he
         or she is still a Director, shall be paid in a single, lump-sum cash
         payment the balance of his or her Accounts as of the Valuation Date
         immediately preceding the date payment is made. Such payment shall be
         made as soon as practicable, but in no event later than 90 days after
         the date of the Change in Control.

         SECTION 17.3. AMENDMENT ON OR AFTER CHANGE IN CONTROL. On or after a
         Change in Control, no action, including, but not by way of limitation,
         the amendment, suspension or termination of the Plan, shall be taken
         which would affect the rights of any Participant or the operation of
         this Plan with respect to the balance in the Participant's Accounts.

         SECTION 17.4 ATTORNEY FEES. The Corporation shall pay all reasonable
         legal fees and related expenses incurred by a participant in seeking to
         obtain or enforce any payment, benefit or right such participant may be
         entitled to under the plan after a Change in Control; provided,
         however, the participant shall be required to repay any such amounts to
         the Corporation to the extent a court of competent jurisdiction issues
         a final and non-appealable order setting forth the determination that
         the position taken by the participant was frivolous or advanced in bad
         faith.

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

SECTION 19. SUCCESSORS AND ASSIGNS. This Plan shall be binding upon the
successors and assigns of the parties hereto.


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


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