Exhibit
10.2


 


Executive
Change-in-Control

Severance Agreement


 


 


Bank
of Hawaii Corporation


 


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Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Article 1.

  	
  Establishment and Purpose

  	
  3

  
	
   

  	
   

  	
   

  
	
  Article 2.

  	
  Definitions and Construction

  	
  4

  
	
   

  	
   

  	
   

  
	
  Article 3.

  	
  Severance Benefits

  	
  6

  
	
   

  	
   

  	
   

  
	
  Article 4.

  	
  Disqualification From
  Receipt of Benefits

  	
  9

  
	
   

  	
   

  	
   

  
	
  Article 5.

  	
  Form and Timing of Severance
  Benefits

  	
  9

  
	
   

  	
   

  	
   

  
	
  Article 6.

  	
  Parachute Payments

  	
  10

  
	
   

  	
   

  	
   

  
	
  Article 7.

  	
  Other Rights and Benefits
  Not Affected

  	
  11

  
	
   

  	
   

  	
   

  
	
  Article 8.

  	
  Successors

  	
  12

  
	
   

  	
   

  	
   

  
	
  Article 9.

  	
  Administration

  	
  12

  
	
   

  	
   

  	
   

  
	
  Article 10.

  	
  Legal Fees

  	
  13

  



 


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Bank of
Hawaii Corporation


Executive
Change-in-Control Severance Agreement


 


Article
1.               Establishment
and Purpose


 


1.1          Effective Date.   This Executive Change-in-Control Severance
Agreement (the “Agreement) is made and entered
into pursuant to Bank of Hawaii Corporation’s Executive Severance Plan (the “Plan”), and is effective as of this 25th  day of June, 2004 (the “Effective
Date”), by and between Bank of Hawaii Corporation (“BOHC”), a Delaware corporation, and Brian T. Stewart, an
executive (the “Executive”) of its subsidiary,
Bank of Hawaii (the “Bank”).  This Agreement shall supersede and
replace any prior severance agreement entered into between the Bank and the
Executive.


 


1.2          Term of the Agreement.   The Agreement shall commence as of the
Effective Date written above, and shall continue until the Board of Directors
of BOHC (the “Board”) determines, in good faith
and in its sole discretion, that the Executive is no longer to be included in
the Plan and so notifies in writing the Executive during the term of this
Agreement of such determination.


 


Provided, however, in the event that a Change in
Control of BOHC, as defined in Section 2.1 herein, occurs during the term of
this Agreement, this Agreement shall remain irrevocably in effect for the
greater of twenty-four (24) months
from the date of such Change in Control, or until all benefits have been paid
to the Executive hereunder.


 


Further, in the event that the Board has knowledge
that a third party has taken steps reasonably calculated to effect a Change in
Control of BOHC, including, but not limited to, the commencement of a tender
offer for the voting stock of BOHC, or the circulation of a proxy to BOHC’s
shareholders, then this Agreement shall remain irrevocably in effect until the
Board, in good faith, determines that such third party has fully abandoned or
terminated its effort to effect a Change in Control of BOHC.


 


1.3          Purpose of the Agreement.   The purpose of this Agreement
pursuant to the Plan is to advance the interests of BOHC and the Bank by
assuring that BOHC and the Bank will have the continued employment and
dedication of the Executive and the availability of his advice and counsel in
the event that an acquisition or Change in Control of BOHC occurs.  This Agreement shall also assure the
Executive of equitable treatment during the period of uncertainty that
surrounds an acquisition or Change in Control, and allow the Executive to act
at all times in the best interests of BOHC and its shareholders.


 


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1.4          Contractual Right to Benefits.   This Agreement establishes and
vests in the Executive a contractual right to the benefits which he or she is
entitled hereunder, enforceable by the Executive against BOHC.  However, nothing herein shall require BOHC to
segregate, earmark, or otherwise set aside any funds or other assets to provide
for any payments hereunder.


 


This Agreement shall be considered an unfunded
agreement to provide benefits to a select group of management or highly
compensated employees, and is therefore intended to be a “top-hat” plan exempt
from the requirements of the provisions of Parts 2, 3, and 4 of Title I of
ERISA.


 


Article
2.               Definitions
and Construction


 


2.1          Definitions.   Whenever used in the Agreement, the
following terms shall have the meanings set forth below and, when the meaning
is intended, the initial letter of the word is capitalized.


 


(a)           “Base Salary” means the annualized salary at the beginning
of each Year, which includes all
regular basic wages, before reduction for any amounts deferred on a tax-qualified or nonqualified basis, payable in cash
to an Executive for services rendered during the Year.  Base Salary shall exclude bonuses, incentive compensation, special fees or awards, commissions,
allowances, or any other form of premium or incentive pay, or amounts
designated by BOHC as payment toward or reimbursement of expenses.


 


(b)           “Beneficial Owner” shall have the meaning ascribed to such term
in Rule 13d-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(c)           “Beneficiary” with respect to an Executive means the person
or entities designated or deemed
designated by an Executive pursuant to Section 8.2 herein.


 


(d)           “Board” means the Board of Directors of BOHC.


 


(e)           “Change in Control” of BOHC means any one or more of the
following occurrences:


 


(i)            Any Person, including a “group” as defined in
Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of BOHC having 25 percent or
more of the total number of
votes that may be cast for the election of Directors of BOHC; or


 


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(ii)           As the result of, or in connection with, any
cash tender or exchange offer,
merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions,
the person who were Directors of BOHC before the transaction shall cease to constitute a majority of the Board ofDirectors of BOHC or any successor to
BOHC.


 


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


 


(g)           “BOHC” means Bank of Hawaii Corporation, a Delaware corporation,
or any successor thereto that adopts the Agreement, as provided in Section 8.1
herein.


 


(h)           “Committee” means the Human Resources and Compensation
Committee of the Board of Directors of BOHC or any other committee appointed by
the Board to administer this Agreement.


 


(i)            “Disability” means a physical or mental condition which
renders an Executive unable to
discharge his normal work responsibility with BOHC or the Bank and which, in the opinion of a
licensed physician selected by the
Executive, subject to reasonable approval by the Committee based upon sufficient medical evidence, can be
reasonably expected to continue for
a period of at least one full calendar year. 
If an Executive fails to select
a physician with ten (10) business
days of a written request made by
BOHC, then BOHC may select a physician for purposes of this paragraph.


 


(j)            “Effective Date” means the date the Agreement is approved by
the Board, or such other date as
the Board shall designate in its resolution approving the Agreement, and as provided in Section 1.1 herein.


 


(k)           “Effective Date of Termination” means the date on which a Qualifying Termination
occurs.


 


(l)            “ERISA” means the Employee Retirement Income Security
Act of 1974, as amended from time to time, or any successor act thereto.


 


(m)          “Expiration Date” means the date the Agreement expires, as
provided in Section 1.2 herein.


 


(n)           “Just Cause” shall mean the basis for a termination of an
Executive’s employment by the Bank for which no Severance Benefits are payable hereunder,
as provided in Article 4 herein.


 


(o)           “Normal Retirement Date” shall mean the date on which the Executive attains
age 65.


 


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(p)           “Person” shall have the meaning ascribed to such terms
in Section 3(a)(9) of the Exchange Act and used in
Sections 13(d) and 14(d) thereof, including a “group” as defined in Section
13(d).


 


(q)           “Plan” means the Bank of Hawaii Corporation Key
Executive Severance Plan, adopted April 27, 1983.


 


(r)           “Qualifying Termination” shall mean a termination of the Executive’s employment
by the Bank as described in Section 3.2 herein.


 


(s)           “Severance Benefit” means the payment of severance compensation
as provided in Article 3 herein.


 


(t)            “Year” means the consecutive 12-month period beginning
each January 1 and ending December 31.


 


2.2          Gender and Number.   Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine, the
plural shall include the singular, and the singular shall include the plural.


 


2.3          Severability.   In the event any provision of the Agreement
shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Agreement, and the Agreement shall
be construed and enforced as if the illegal or invalid provision had not been
included.


 


2.4          Modification.   No express provisions of this Agreement may
be modified, waived, or discharged unless such modification, waiver, or
discharge is agreed to by the Executive in writing and approved by the Human
Resources and Compensation Committee of the Board of Directors.


 


2.5          Applicable Law.   To the extent not preempted by the laws of
the United States, the laws of the State of Hawaii shall be the controlling law
in all matters relating to the Agreement without regard to the conflicts of law
principles in such laws.


 


Article
3.               Severance
Benefits


 


3.1          Right to Severance Benefits.   The Executive shall be entitled to receive
from BOHC Severance Benefits as described in Section 3.4 herein, if there has
been a Change in Control of BOHC, as defined in Section 2.1(e) herein, and if,
within twenty-four (24) months
thereafter, the Executive’s employment with the Bank shall end for any reason
specified in Section 3.2 herein as being a Qualifying Termination.  An Executive shall not be entitled to receive
Severance Benefits if the Executive’s employment with the Bank ends due to an
involuntary termination by the Bank for Just Cause, as provided under Article 4
herein, or if the


 


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Executive’s
employment terminates due to death, Disability, or voluntary employment
termination on or after Normal Retirement Date.


 


3.2          Qualifying Termination.   The occurrence of any one or more of the
following events within twenty-four (24) calendar
months after a Change in Control of BOHC shall trigger the payment of Severance
Benefits to the Executive, as provided under Section 3.4 herein:


 


(a)           The Bank’s involuntary termination of the
Executive’s employment without Just Cause;


 


(b)           The Executive’s voluntary employment
termination for Good Reason, as defined by Section 3.3 herein;


 


(c)           A successor company fails or refuses to
assume BOHC’s obligations under this Agreement in their entirety, as required
by Article 8 herein; or


 


(d)           BOHC, or any successor company, commits a
material breach of any of the provisions of this Agreement.


 


3.3          Definition of Good Reason.   “Good Reason” means, without the Executive’s
express written consent, the occurrence after a Change in Control of BOHC of
any one or more of the following:


 


(a)           The assignment of the Executive to duties
materially inconsistent with the Executive’s authorities, duties,
responsibilities, and status (including
offices, titles, and reporting
requirements) as an executive
and/or officer of BOHC or the
Bank, or a material reduction of the Executive’s authorities, duties, or responsibilities from those in effect as of
ninety  (90) days prior to the Change in Control, other
than an act that is remedied by
BOHC or the Bank promptly after receipt of notice thereof given by the Executive;


 


(b)           The Bank requiring the Executive to be based
at a location in excess of seventy-five
(75) miles from the location of the
Executive’s principal job location
or office immediately prior to the Change in Control; except for required travel on Bank business to an extent
substantially consistent with
the Executive’s then present business travel obligations;


 


(c)           A reduction by the Bank of the Executive’s
annual rate of Base Salary in effect as of ninety (90) days
prior to the Change in Control;


 


(d)           The failure of BOHC or the Bank to continue
in effect any of BOHC’s or the Bank’s annual and long-term incentive
compensation plans, or employee benefit or retirement plans, policies,
practices, or other compensation arrangements in which the Executive
participates as in


 


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effect prior to the Change in Control, unless such
failure to continue the plan, policy, practice, or arrangement pertains to all plan
participants generally; or the failure by BOHC or the Bank to continue the Executive’s
participation therein on substantially the same basis, both in terms of the
amount of benefits provided and the level of the Executive’s participation
relative to other participants and commensurate with the Executive’s
responsibility and duties; and


 


(e)           The failure of BOHC or the Bank to obtain a
satisfactory agreement from any successor to BOHC to assume and agree to
perform BOHC’s obligations under this Agreement, as contemplated in Article 8
herein.


 


3.4          Description of Severance Benefits.  
In the event that an
Executive becomes entitled to receive Severance Benefits, as provided in
Section 3.1 herein, BOHC shall pay to the Executive and provide him with the
following:


 


(a)           An amount equal to two (2) times
the Executive’s annual rate of Base Salary in effect upon the Effective Date of
Termination; and


 


(b)           An amount equal to two (2) times
the Executive’s target bonus under the annual incentive plan (which, for purposes
of this Agreement, means the One-Year Incentive Plan, or Key Contributor
Incentive Plan, or any successor or alternative plan or arrangement providing
for an annual incentive bonus) for the fiscal year prior to the Effective Date
of Termination.  If the Executive’s
period of employment is less than one year, the bonus shall be considered
zero (0) however, the “Completion Bonus”
stipulated in the offer of employment letter will be paid, and


 


(c)           A payout under the annual incentive plan, in
accordance with the terms of such plan; and


 


(d)           A payout under the long-term incentive plan,
in accordance with the terms of such plan; and


 


(e)           A continuation of all welfare benefits at
normal employee cost including medical insurance, long-term disability, and
group term life insurance for two (2) full years
from the Effective Date of Termination or until the Executive reaches his
Normal Retirement Date, whichever occurs earlier.  However, these benefits will be discontinued
prior to the end of the two (2) years in the
event the Executive receives substantially similar benefits from a subsequent
employer, as determined by the Human Resources and Compensation Committee.


 


3.5          Reduction of Severance Benefits.  
In the event there
are fewer than twenty-four (24) whole or
partial months remaining from the Executive’s Effective Date of Termination
until the Executive’s Normal Retirement Date,  then
the amounts provided for under Sections 3.4(a),


 


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(b),
(c), and (d) above shall be reduced by a fraction, the numerator of which shall
be the number of whole or partial months remaining until the Executive’s Normal
Retirement Date, and the denominator of which shall be twenty-four (24).


 


3.6          Outplacement Services.   In the event that the Executive becomes
entitled to receive Severance Benefits as provided in Section 3.1 herein, the
Executive shall be entitled, at the expense of BOHC, to receive standard
outplacement services from a nationally recognized outplacement firm as selected
by the Executive, for a period of up to twenty-four (24) months
from the Effective Date of Termination. 
However, such services shall not exceed a maximum annual benefit of ten
percent (10%) of the Executive’s annual rate of
Base Salary as of the Effective Date of Termination.


 


3.7          Incentive Compensation.  In the event that the Executive becomes
entitled to receive Severance Benefits as provided in Section 3.1 herein, any
deferred awards previously granted to the Executive under the annual incentive
plan and long-term incentive plan, and not previously paid to the Executive,
shall immediately vest on the date of the Executive’s Effective Date of
Termination and shall be paid no later than ninety (90) calendar
days following that date, and be included as compensation in the month paid.


 


3.8          Stock Options and SARs.   Stock options (“options”),
stock appreciation rights (“SARs”) and
restricted shares, if any, granted to the
Executive by BOHC will be exercisable or payable pursuant to the terms of the
applicable plans.


 


Article
4.               Disqualification
From Receipt of Benefits


 


No Severance Benefits shall be payable to the
Executive under this Agreement in the event the Executive is terminated by the
Bank for Just Cause.


 


For this purpose, Just Cause shall mean willful,
malicious conduct by the Executive which is detrimental to the best interests
of BOHC including theft, embezzlement, the conviction of a criminal act,
disclosure of trade secrets, a gross dereliction of duty, or other grave
misconduct on the part of the Executive which is substantially injurious to
BOHC or the Bank.  Just Cause also shall
include the failure of the Executive to perform any and all covenants under
this Agreement.


 


Article
5.               Form
and Timing of Severance Benefits


 


5.1          Form and Timing of Severance Benefits. 
The Severance
Benefits described in Sections 3.4(a), (b), (c) and (d) herein, shall be paid
in cash to the Executive in a single lump sum as soon as practicable following
the Executive’s Effective Date of Termination, but in no event beyond ninety (90) calendar days from such date.


 


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The Severance Benefits described in Section 3.4(e)
herein shall be provided by BOHC to the Executive immediately upon the
Executive’s Effective Date of Termination and shall continue to be provided for
two (2) full calendar years from the
Executive’s Effective Date of Termination or until the Executive reaches his
Normal Retirement date, whichever occurs earlier.  However, the Severance Benefits described in
Section 3.4(e) herein shall be discontinued prior to the end of the two (2) year period immediately upon the Executive receiving
substantially similar benefits from a subsequent employer, as determined by the
Committee.


 


5.2          Withholding of Taxes.   BOHC shall withhold from any amounts payable
under this Agreement all Federal, state, city, or other taxes as legally shall
be required.


 


Article
6.               Parachute
Payments


 


6.1          Determination of Alternative Severance Benefit Limit.   Notwithstanding any other provision of this Agreement, if any portion
of the Severance Benefits or any other payment under this Agreement, or under
any other agreement with, or plan of BOHC (in the aggregate “Total
Payments”) would constitute an “excess parachute payment”, then the
payments to be made to the Executive under this Agreement shall be reduced such
that the value of the aggregate Total Payments that the Executive is entitled
to receive shall be one dollar ($1) less than
the maximum amount which the Executive may receive without becoming subject to
the tax imposed by Section 4999 of the Code, or which BOHC may pay without loss
of deduction under Section 280G(a) of the Code. 
However, such reduction in Severance Benefits shall apply if, and only
if, the resulting Severance Benefits with such reduction is greater in value to
the Executive than the value of the Severance Benefits without a reduction, net
of any tax imposed on the Executive pursuant to Section 4999 of the Code.


 


For purposes of this Agreement, the terms “excess
parachute payment” and “parachute payments” shall have the meanings assigned to
such terms in Section 280G of the Code, and such “parachute payments” shall be
valued as provided therein.


 


6.2          Procedure for Establishing Alternative Limitation.   Within fifteen (15) calendar
days following delivery of the notice of Qualifying Termination  or notice by BOHC to the Executive of its belief that there
is a payment or benefit due the Executive which will result in an “excess
parachute payment” as defined in Section 280G of the Code, the Executive and
BOHC, at BOHC’s expense, shall obtain the opinion of BOHC’s principal outside
law firm, accounting firm, and/or compensation and benefits consulting firm,
which sets forth:  (i) the
amount of the Executive’s “annualized includible compensation for the base
period” [as defined in Code Section 280G(d)(1)]; (ii) the
present value of the Total Payments; and (iii) the
amount and present value of any “excess parachute payment”.


 


In the event that such opinion determines that there
would be an “excess parachute payment”, such that a reduction in the Severance
Benefits would result in a greater net benefit to the Executive (as provided in Section 6.1 herein), then the Severance
Benefits hereunder or any other payment determined under the opinion to be
includible in Total Payments shall be reduced


 


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or eliminated so that, on the basis of calculations set forth in such
opinion, there will be no “excess parachute payment”.


 


The reduction or elimination of specific payments
shall apply to such type and amount of specific payments as may be designated
by the Executive in writing delivered to BOHC within ten (10)
calendar days of receipt of the opinion, or, if the Executive fails to so
notify BOHC, as may be reasonably determined by BOHC.


 


The provisions of this Section 6.2, including the
calculations, notices, and opinion provided for herein, shall be based upon the
conclusive presumption that the following amounts are reasonable:  (i) the compensation
and benefits provided for in Article 3 herein; and (ii) any
other compensation earned prior to the Effective Date of Termination by the
Executive pursuant to BOHC’s compensation programs (if such
payments would have been made in the future in any event, even though the
timing of such payment is triggered by the Change in Control).


 


6.3          Subsequent Imposition of Excise Tax.  
If, notwithstanding
compliance with the provisions of Sections 6.1 and 6.2 herein, it is ultimately
determined by a court or pursuant to a final determination by the Internal
Revenue Service that any portion of the Total Payments is considered to be a “parachute
payment”, subject to excise tax under Section 4999 of the Code, which was not
contemplated to be a “parachute payment” at the time of payment (so as to accurately determine whether a limitation should have been
applied to the Total Payments to maximize the net benefit to the Executive, as
provided in Sections 6.1 and 6.2 herein), the Executive shall be
entitled to receive a lump-sum cash payment sufficient to place the Executive
in the same net after-tax position, computed by using the “Special Tax Rate” as
such term is defined below, that the Executive would have been in had such
payment not been subject to such excise tax, and had the Executive not incurred
any interest charges or penalties with respect to the imposition of such excise
tax.  For purposes of this Agreement, the
“Special Tax Rate” shall be the highest effective Federal and state marginal
tax rates applicable to the Executive in the year in which the payment
contemplated under the Section 6.3 is made.


 


Article
7.               Other
Rights and Benefits Not Affected


 


7.1          Other Benefits.   Neither the provisions of this Agreement nor
the Severance Benefits provided for hereunder shall reduce any amounts
otherwise payable, or in any way diminish the Executive’s rights as an employee
of BOHC, whether existing now or hereafter, under any benefit, incentive,
retirement, stock option, stock bonus, stock purchase plan, or any employment
agreement, or other plan or arrangement.


 


7.2          Employment Status.   This Agreement does not constitute a contract
of employment or impose on the Bank or BOHC any obligation to retain the
Executive as an employee, to change the status of the Executive’s employment,
or to change BOHC’s policies regarding termination of employment.  The Executive serves as an employee of the
Bank and this Agreement shall not create an employment relationship between
BOHC and the Executive.


 


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Article
8.               Successors


 


8.1          Successors.   BOHC will require any successor (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) of all or substantially all of the business and/or assets
of BOHC or of any division or subsidiary thereof to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that BOHC
would be required to perform it if no such succession had taken place.  Failure of BOHC to obtain such assumption and
agreement prior to the effectiveness of any such succession shall be a breach
of this Agreement and shall entitle the Executive to compensation from BOHC in
the same amount and on the same terms as they would be entitled hereunder if
terminated voluntarily following a Change in Control.  Except for the purposes of implementing the
foregoing, the date on which any succession becomes effective shall be deemed
the Effective Date of Termination.


 


This Agreement shall inure to the benefit of and be
enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees.  If an Executive should die while any amount
would still be payable to him hereunder had he continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement, to the Executive’s devisee, legatee, or other
designee, or if there is no such designee, to the Executive’s estate.


 


8.2          Beneficiaries.   The beneficiary of the Executive’s Severance
Benefits under this Agreement shall be designated by the Executive in the form
of a signed writing acceptable to the Committee.  An Executive may make or change such
designation at any time.


 


Article
9.               Administration


 


9.1          Administration.   This Agreement shall be administered by the
Human Resources and Compensation Committee of the Board of Directors.  The Committee is authorized to interpret this
Agreement, to prescribe and rescind rules and regulations, to provide
conditions and assurances deemed necessary and advisable, to protect the
interests of BOHC, and to make all other determinations necessary or advisable
for the Agreement’s administration.


 


In fulfilling its administrative duties hereunder,
the Committee may rely on outside counsel, independent accountants, or other
consultants to render advice or assistance.


 


9.2          Indemnification and Exculpation.  
The members of the
Board, its agents and officers, directors, and employees of BOHC and its
affiliates shall be indemnified and held harmless by BOHC against and from any
and all loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by them in connection with or resulting from any claim,
action, suit, or proceeding to which they may be a party or in which they may
be involved by reason of any action taken or failure to act under this
Agreement and against and from any and all amounts paid by them in settlement (with BOHC’s written approval) or paid by them in


 


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satisfaction of a judgment in any such action, suit, or
proceeding.  The foregoing provision
shall not be applicable to any person if the loss, cost, liability, or expense
is due to such person’s gross negligence or willful misconduct.


 


Article
10.             Legal
Fees


 


BOHC shall pay all reasonable legal fees, costs of
litigation, and other expenses incurred in good faith by the Executive as a
result of BOHC’s refusal to provide the Severance Benefits to which the
Executive becomes entitled under this Agreement, or as
a result of BOHC’s contesting the validity, enforceability, or interpretation
of the Agreement.  Provided,
however, that such payments shall not exceed the amount permitted by law and
BOHC’s Restated Articles of Incorporation.


 


IN WITNESS WHEREOF, BOHC has caused this Agreement
to be executed by a resolution of the Board of Directors, as of the day and
year first above written.


 


	
   

  	
  Bank
  of Hawaii Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Michael E. O’Neill

  	
   

  
	
   

  	
   

  	
  Michael
  E. O’Neill

  	
   

  
	
   

  	
  Its:

  	
  Chairman
  & CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Brian T. Stewart

  	
   

  
	
   

  	
   

  	
  (Executive)

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
  /s/ Neal C. Hocklander

  	
   

  	
   

  
						



 


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