EX-10.48






EXHIBIT 10.48






ITT CORPORATION




DEFERRED COMPENSATION PLAN




FOR NON-EMPLOYEE DIRECTORS





 









 










ITT CORPORATION DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1. DEFINITIONS
	 	 	1	 
	 
	ARTICLE 2. INTRODUCTION AND PARTICIPATION
	 	 	3	 
	 
	ARTICLE 3. DEFERRALS
	 	 	4	 
	 
	ARTICLE 4. MAINTENANCE OF ACCOUNTS
	 	 	5	 
	 
	ARTICLE 5. PAYMENT OF BENEFITS
	 	 	8	 
	 
	ARTICLE 6. AMENDMENT OR TERMINATION
	 	 	11	 
	 
	ARTICLE 7. GENERAL PROVISIONS
	 	 	11	 
	 
	ARTICLE 8. ADMINISTRATION
	 	 	13	 







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ARTICLE 1. DEFINITIONS





	1.01.	 	“Adoption Date” shall have the meaning set forth in Section 2.01(a).
	 
	1.02.	 	“Administrative Committee” shall mean the Board’s Compensation and Personnel Committee or
the person or persons appointed by the Board’s Compensation and Personnel Committee pursuant
to Article 8 hereof to administer the Plan.
	 
	1.03.	 	“Beneficiary” shall mean the person or persons designated by a Participant pursuant to the
provisions of Section 5.04.
	 
	1.04.	 	“Board” shall mean the Board of Directors of the Corporation.
	 
	1.05.	 	“Business Day” shall mean any day on which the New York Stock Exchange, or a successor
thereto, is open.
	 
	1.06.	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
	 
	1.07.	 	“Corporation” shall mean ITT Corporation, an Indiana corporation, or any successor by
merger, purchase or otherwise.
	 
	1.08.	 	“Deferral Account” shall mean the bookkeeping account (or subaccounts) maintained for each
Participant to record the amount of Director Fees such Participant has elected to defer in
accordance with Article 3 and/or pursuant to a Prior Deferral Agreement, adjusted pursuant to
Article 4.
	 
	1.09.	 	“Deferral Agreement” shall mean the completed agreement, including any amendments,
attachments and appendices thereto, in such form and with such title as is approved by the
Compensation and Personnel Committee of the Board or the Administrative Committee, between a
Non-Employee Director and the Corporation, under which the Non-Employee Director agrees to
defer a portion of his or her Director Fees earned for a specified Service Year.
	 
	1.10.	 	“Deferral Election Deadline” shall have the meaning set forth in Section 3.01(a).
	 
	1.11.	 	“Deferrals” shall mean the amount of deferrals credited to a Participant’s Deferral Account
pursuant to Section 3.03.
	 
	1.12.	 	“Director Fees” shall mean the fees paid in cash, including, without limitation, any annual
retainer, monthly fee, Board meeting fee or committee meeting fee that a Non-Employee Director
may be entitled to receive for services as a member of the Board or a committee thereof.










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	1.13.	 	“Grandfathered Deferrals” shall mean deferred Director Fees (and any earnings thereon,
including amounts attributable to dividends on such deferred Director Fees) that were
initially deferred prior to 2005. For avoidance of doubt, an amount will be treated as
initially deferred prior to 2005 if the amount would have been paid before 2005 had it not
been deferred.
	 
	1.14.	 	“In-Service Subaccount” shall mean the bookkeeping account described in Section 5.01(a)
maintained to record Deferrals (and related gains and losses on such Deferrals) that a
Participant has elected to have paid upon the first to occur of the Specified Distribution
Date, the Participant’s Retirement or the Participant’s death.
	 
	1.15.	 	“Non-Employee Director” shall mean a member of the Board who is not concurrently an employee
of the Corporation.
	 
	1.16.	 	“Participant” shall mean, except as otherwise provided in Section 2.02, each Non-Employee
Director who has executed a Deferral Agreement pursuant to the requirements of Articles 2 and
3.
	 
	1.17.	 	“Plan” shall mean the ITT Corporation Deferred Compensation Plan For Non-Employee Directors,
as set forth in this document, as it may be amended from time to time.
	 
	1.18.	 	“Prior Deferrals” shall mean Deferrals relating to annual cash retainers that were (a)
initially deferred after to 2004 pursuant to a Prior Deferral Agreement, (b) not yet
distributed as of the Adoption Date and (c) deferred by Non-Employee Directors who consent to
have their Prior Deferrals become subject to the terms of the Plan. For avoidance of doubt,
(a) an amount will be treated as initially deferred after 2004 if the amount would have been
paid after 2004 had it not been deferred and (b) the term Prior Deferrals shall not include
any restricted stock, restricted stock units or Grandfathered Deferrals.
	 
	1.19.	 	“Prior Deferral Agreement” shall mean a deferral agreement and/or document that was
effective prior to the Adoption Date and that governs the Directors’ Prior Deferrals. For
avoidance of doubt, the term Prior Deferral Agreement shall not include any agreement or
document governing (a) restricted stock or restricted stock unit awards or a Non-Employee
Director’s election to receive restricted stock or restricted stock unit awards or (b)
Grandfathered Deferrals.
	 
	1.20.	 	“Reporting Date” shall mean the first Business Day of each calendar month following the
Adoption Date, or such other day as the Administrative Committee may determine.
	 
	1.21.	 	“Retirement” shall mean, subject to Section 8.01(c), the termination of a Non-Employee
Director’s service as a member of the Board.










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	1.22.	 	“Retirement Subaccount” shall mean the bookkeeping account described in Section 5.01(a)
maintained to record Deferrals (and related gains and losses on such Deferrals) that a
Participant has elected to have paid upon the first to occur of the Participant’s Retirement
or death.
	 
	1.23.	 	“Service Year” shall mean the period beginning on the date of the Annual Meeting of
Shareholders in any year and ending on the day immediately preceding the date of the Annual
Meeting of Shareholders for the subsequent year, or such other period as shall be specified
from time to time by the Administrative Committee.
	 
	1.24.	 	“Specified Distribution Date” shall mean a Business Day selected by a Participant pursuant
to Section 5.01(a).
	 
	1.25.	 	“Unforeseeable Emergency” shall mean a severe financial hardship to a Participant resulting
from (a) an illness or accident of the Participant or the Participant’s spouse, beneficiary or
dependent (as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2) and
(d)(1)(B)), (b) loss of the Participant’s property due to casualty (including the need to
rebuild a home following damage to the home not otherwise covered by insurance) or (c) other
similar extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the Participant; provided, however, that an Unforeseeable Emergency shall only
exist to the extent the severe financial hardship would constitute an Unforeseeable Emergency
under Code Section 409A, related regulations and other applicable guidance.





ARTICLE 2. INTRODUCTION AND PARTICIPATION





	2.01.	 	Introduction
	 
	(a)	 	The Plan was adopted by the Board on October 7, 2008 (the “Adoption Date”).
	 
	(b)	 	The Plan shall govern (i) Deferrals (as adjusted pursuant to Article 4) made pursuant to a
Deferral Agreement executed after the Adoption Date and (ii) Prior Deferrals (as adjusted
pursuant to Article 4). All Prior Deferral Agreements will be deemed amended to the extent
the terms of the Prior Deferral Agreement are inconsistent with the terms of the Plan so that,
to the extent of any such inconsistency, the terms of the Plan will govern.
	 
	2.02.	 	Participation
	 
	(a)	 	All Non-Employee Directors shall be eligible to participate in the Plan. An individual who
is determined to be a Non-Employee Director with respect to a Service Year and who desires to
have Deferrals credited on his or her behalf




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	 	 	pursuant to Article 3 must execute a Deferral Agreement with the Administrative Committee
authorizing Deferrals under the Plan in accordance with the provisions of Sections 2.02(b)
and 3.01.
	 
	(b)	 	The Deferral Agreement shall be in writing and properly completed upon a form approved by the
Administrative Committee, which shall be the sole judge of the proper completion thereof.
Such Deferral Agreement shall provide for the deferral of all or a portion of the Non-Employee
Director’s Director Fees and shall include such other provisions as the Administrative
Committee deems appropriate.
	 
	2.03.	 	Termination of Participation
	 
	 	 	Participation shall cease when all benefits to which a Participant or Beneficiary is
entitled to hereunder are distributed.





ARTICLE 3. DEFERRALS





	3.01.	 	Deferral Elections
	 
	(a)	 	Except as provided in Section 3.01(d), a Non-Employee Director may elect to defer Director
Fees that will be earned in the Service Year that begins in the following calendar year by
filing a Deferral Agreement with the Administrative Committee on or before (i) the close of
business on the last Business Day of the calendar year preceding the calendar year in which
such Service Year begins or (ii) such earlier date as may be specified by the Administrative
Committee (the “Deferral Election Deadline”).
	 
	(b)	 	Except as provided in Sections 3.01(d) and 3.05 and subject to such restrictions as the
Administrative Committee may establish from time to time, a Non-Employee Director’s election
to defer Director Fees earned in any Service Year shall become irrevocable on the Deferral
Election Deadline. A Non-Employee Director may revoke or change his or her election to defer
Director Fees at any time prior to the date the election becomes irrevocable, subject to such
restrictions as the Administrative Committee may establish from time to time. Any such
revocation or change shall be made in a form and manner determined by the Administrative
Committee.
	 
	(c)	 	Except as provided in Section 3.01(d), a Participant’s Deferral Agreement shall apply only
with respect to Director Fees earned in the Service Year that begins in the calendar year
following the calendar year in which the Deferral Agreement is filed with the Administrative
Committee. A Non-Employee Director must file, in accordance with the provisions of Section
3.01(a), a new Deferral Agreement to defer Director Fees earned in any subsequent Service
Year.










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	(d)	 	Notwithstanding anything in this Section 3.01 to the contrary, if a Non-Employee Director
first becomes eligible to participate in the Plan after the Deferral Election Deadline, but
before the first day of the Service Year that begins in the calendar year in which the
Non-Employee Director first becomes eligible to participate in the Plan, the Non-Employee
Director may, within the period beginning on the date the Non-Employee Director first becomes
eligible to participate in the Plan and ending on the earlier of (i) 30 days after such date
or (ii) the first day of such Service Year, elect to defer Director Fees that will be earned
in such Service Year.
	 
	3.02.	 	Amount of Deferral
	 
	 	 	Unless the Administrative Committee provides otherwise, a Non-Employee Director may defer
all or none of his or her Director Fees, but not a portion of such Director Fees.
	 
	3.03.	 	Crediting to Deferral Account
	 
	 	 	Except as provided below with respect to Prior Deferrals, Deferrals shall be credited to a
Participant’s Deferral Account on the day such Director Fees would have otherwise been paid
to the Participant in the absence of a Deferral Agreement. Deferrals credited to a
Participant’s Deferral Account which are deemed invested in a Corporation phantom stock
fund will be credited based on the closing price of the Corporation’s common stock on the
New York Stock Exchange (or a successor thereto) on that day or the next Business Day if
such day is not a Business Day. Prior Deferrals shall be credited to a Participant’s
Deferral Account as of the Adoption Date.
	 
	3.04.	 	Vesting
	 
	 	 	A Participant shall at all times be 100% vested in his or her Deferral Account.
	 
	3.05.	 	Unforeseeable Emergency
	 
	 	 	Notwithstanding the foregoing provisions of this Article 3, Deferrals under a Participant’s
current Deferral Agreement shall cease in the event a distribution is made to the
Participant due to an Unforeseeable Emergency.





ARTICLE 4. MAINTENANCE OF ACCOUNTS





	4.01.	 	Adjustment of Account
	 
	(a)	 	The Administrative Committee shall designate at least one investment fund or index of
investment performance and may designate additional investment funds or investment indices
(including a Corporation phantom stock fund) to be used to










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	 	 	measure the investment performance of a Participant’s Deferral Account. The designation of
any such investment funds or indices shall not require the Corporation to invest or earmark
its general assets in any specific manner. The Administrative Committee may change the
designation of investment funds or indices from time to time, in its sole discretion, and
any such change shall not be deemed to be an amendment affecting Participants’ rights under
Section 6.01.






	(b)	 	As of each Reporting Date, each Deferral Account shall be credited or debited with the amount
of earnings or losses with which such Deferral Account would have been credited or debited,
assuming it had been invested in one or more investment funds, or earned the rate of return of
one or more indices of investment performance, designated by the Administrative Committee and
elected by the Participant pursuant to Section 4.02 for purposes of measuring the investment
performance of his or her Deferral Account. Any portion of a Participant’s Deferral Account
deemed invested in a Corporation phantom stock fund shall be credited with dividend
equivalents, as and when dividends are paid on the Corporation’s common stock. Any such
dividend equivalents shall be deemed invested in additional shares of Corporation phantom
stock, and such shares of phantom stock shall be deemed to be purchased on the day the
dividends are paid by the Corporation.
	 
	4.02.	 	Investment Elections
	 
	 	 	If the Administrative Committee designates more than one investment fund or indices under
Section 4.01, Participants may designate the investment fund or indices that will be used
to measure the investment performance of their Deferrals. Unless the Administrative
Committee provides otherwise, such elections shall be made when the Deferral Agreement is
executed. Unless the Administrative Committee provides otherwise, a Participant’s
investment election made with respect to Prior Deferrals shall continue to govern such
Prior Deferrals.




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	4.03.	 	Changing Investment Elections of Amounts Held in Deferral Accounts
	 
	 	 	Unless the Administrative Committee provides otherwise, Participants may not change
investment elections for amounts already deferred. If the Administrative Committee allows
Participants to change their investment elections, such changes may only be made in
accordance with Section 4.04 and such other terms and conditions as may be established by
the Administrative Committee from time to time.
	 
	4.04.	 	Compliance with Securities Laws and Trading Policies and Procedures
	 
	 	 	A Participant’s ability to direct investments into or out of a Corporation phantom stock
fund shall be subject to such terms, conditions and procedures as the Plan Administrator
may prescribe from time to time to assure compliance with Rule 16b-3 promulgated under
Section 16(b) of the Securities Exchange Act of 1934, as amended (“Rule 16b-3”), and other
applicable requirements. Such procedures also may limit or restrict a Participant’s
ability to make (or modify previously made) deferral and distribution elections under the
Plan. In furtherance, and not in limitation, of the foregoing, to the extent a Participant
acquires any interest in an equity security under the Plan for purposes of Section 16(b),
the Participant shall not dispose of that interest within six (6) months, unless such
disposition is exempted by Section 16(b) or any rules or regulations promulgated thereunder
or with respect thereto. Any election by a Participant to invest any amount in a
Corporation phantom stock fund, and any elections to transfer amounts from or to the
Corporation phantom stock fund to or from any other investment fund or indices, shall be
subject to all applicable securities law requirements, including but not limited to the
those reflected in the prior sentence and Rule 16b-3, as well as all applicable stock
trading policies and procedures of the Corporation. To the extent any election violates
any securities law requirement, applicable trading policies and procedures of the
Corporation, or any terms or conditions established from time to time by the Administrative
Committee relating to such elections (whether or not reflected in the Plan), the election
shall be void.
	 
	4.05.	 	Individual Accounts
	 
	 	 	The Administrative Committee shall maintain, or cause to be maintained on its books,
records showing the individual balance of each Participant’s Deferral Account. At least
once a year each Participant shall be furnished with a statement setting forth the value of
his or her Deferral Account.
	 
	4.06.	 	Valuation of Accounts
	 
	(a)	 	The Administrative Committee shall value or cause to be valued each Participant’s Deferral
Account as the Administrative Committee determines is necessary for the proper administration
of the Plan.










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	(b)	 	Whenever an event requires a determination of the value of a Participant’s Deferral Account,
the value shall be computed as of the date of the event, or if the date of the event is not a
Business Day, the close of the next Business Day, except as otherwise specified in this Plan.





ARTICLE 5. PAYMENT OF BENEFITS





	5.01.	 	Time of Payment
	 
	(a)	 	Subject to the limitations in Section 5.01(b), each time a Participant elects to defer
Director Fees, the Participant shall specify whether the deferred Director Fees will be
allocated to the Participant’s Retirement Subaccount or In-Service Subaccount.






	 	(1)	 	Retirement Subaccount. Except as otherwise provided in the Plan,
amounts allocated to the Retirement Subaccount (after adjustment to reflect gains and
losses during the deferral period) will be paid upon the first to occur of the
Participant’s Retirement or death.
	 
	 	(2)	 	In-Service Subaccount. Except as otherwise provided in the Plan,
amounts allocated to the In-Service Subaccount (after adjustment to reflect gains and
losses during the deferral period) will be paid upon the first to occur of (A) a
Business Day designated by the Participant (the “Specified Distribution Date”), (B)
the Participant’s Retirement or (C) the Participant’s death. The Specified
Distribution Date for the In-Service Subaccount shall be the Business Day designated
by the Participant on his or her initial Deferral Agreement establishing the
In-Service Subaccount; unless otherwise modified in accordance with the provisions of
Section 5.01(c) or (e) below.






	 	 	Unless the Administrative Committee provides otherwise, Participants may not bifurcate any
one Service Year’s deferred Director Fees between the Retirement Subaccount and the
In-Service Subaccount.
	 
	 	 	Prior Deferrals will be allocated to the Participants’ Retirement Subaccount and/or
In-Service Subaccount as of the Adoption Date based on the payment election(s) then in
effect with respect to such Prior Deferrals. If a Participant’s payment election(s) in
effect with respect to Prior Deferrals as of the Adoption Date provides for payment at a
specified date, that specified date shall be the Participant’s “Specified Distribution
Date” for the Participant’s In-Service Subaccount.
	 
	(b)	 	Unless the Administrative Committee provides otherwise, (i) a Participant may have only one
In-Service Subaccount established on his or her behalf (and only one Specified Distribution
Date) at any one time and (ii) once a Participant has selected a Specified Distribution Date,
the Participant may not select an additional





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	 	 	Specified Distribution Date until the amounts in the Participant’s In-Service Subaccount
have been distributed.






	(c)	 	In accordance with such procedures as the Administrative Committee may prescribe,
Participants may elect to delay the payment of amounts in the Participant’s In-Service
Subaccount by specifying a new Specified Distribution Date, subject to the following
limitations:






	 	(1)	 	such election must be made at least 12 months prior to the Specified
Distribution Date then in effect and such election will not become effective until at
least 12 months after the date on which the election is made; and
	 
	 	(2)	 	the new Specified Distribution Date shall be a Business Day that is not less
than five (5) years from the Specified Distribution Date then in effect.






	 	 	Once a Participant’s election of a new Specified Distribution Date becomes effective, all
amounts in the Participant’s In-Service Subaccount (whether allocated before or after the
election of the new Specified Distribution Date) will be paid upon the first to occur of
the new Specified Distribution Date, the Participant’s Retirement or the Participant’s
death. A Participant may elect to delay a Specified Distribution Date pursuant to this
Section 5.01(c) more than once, provided that all such elections comply with the provisions
of this Section 5.01(c).
	 
	 	 	It is the Corporation’s intent that the provisions of this Section 5.01(c) comply with the
subsequent election provisions in Code Section 409A(a)(4)(C), related regulations and other
applicable guidance, and this Section 5.01(c) shall be interpreted accordingly. The
Administrative Committee may impose additional restrictions or conditions on a
Participant’s ability to elect a new Specified Distribution Date pursuant to this Section
5.01(c). The Participant may revoke or change his or her election pursuant to this Section
5.01(c) at any time prior to the deadline for making such election, subject to such
restrictions as the Administrative Committee may establish from time to time. Any such
revocation or change shall be made in a form and manner determined by the Administrative
Committee. For avoidance of doubt, a Participant may not elect to delay payment of amounts
in the Participant’s Retirement Subaccount or transfer amounts between his or her
Retirement Subaccount and his or her In-Service Subaccount.
	 
	(d)	 	Notwithstanding anything in the Plan to the contrary, if it is not possible to make payment
on the date of the Participant’s Retirement or death, or the Specified Payment Date, as the
case may be, payment shall be made as soon as practicable thereafter, but in all events
subject to the following limitations:










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	 	(1)	 	payments to be made upon the Participant’s Retirement or death shall in no
event be made later than (90) days after the date of Retirement or death, as the case
may be, and
	 
	 	(2)	 	payments to be made on a Specified Distribution Date shall in no event be
made later than the 15th day of the third calendar month following such
Specified Distribution Date.






	 	 	If payment is made within one of the periods described in this Section 5.01(d), neither the
Participant nor any Beneficiary may elect, directly or indirectly, when within such period
payment shall be made.
	 
	(e)	 	Notwithstanding anything in the Plan to the contrary, the Administrative Committee may, in
its discretion and subject to such terms and conditions as it may from time to time prescribe,
allow Participants to change the time of payment of all or a portion of their Deferral
Accounts in accordance with applicable transition relief provided with respect to Code Section
409A.
	 
	5.02.	 	Method of Payment
	 
	 	 	The distribution of the Participant’s Deferral Account shall be made to the Participant or,
if the Participant dies, to the Participant’s Beneficiary, in the form of a single lump sum
cash payment.
	 
	5.03.	 	Unforeseeable Emergency
	 
	 	 	Notwithstanding anything in the Plan or in a Deferral Agreement to the contrary, the
Administrative Committee may, if it determines an Unforeseeable Emergency exists which
cannot be satisfied from other sources, approve a request by the Participant for a
withdrawal from his or her Deferral Account. Such request shall be made in a time and
manner determined by the Administrative Committee. The payment made from a Participant’s
Deferral Account pursuant to the provisions of this Section 5.03 shall be limited to the
amount reasonably necessary to satisfy the emergency need (which may include amounts
necessary to pay any Federal, state, local or foreign income taxes or penalties reasonably
anticipated to result from the distribution). Determinations of amounts necessary to
satisfy the emergency need must take into account any additional compensation that is
available, other than additional compensation that, due to the Unforeseeable Emergency, is
available under another nonqualified deferred compensation plan but that has not actually
been paid. This Section 5.03 is intended to comply with Code Section 409A, related
regulations and any other applicable guidance and shall be interpreted accordingly so that
distributions shall be permitted under this Section 5.03 only to the extent they comply
with Code Section 409A.





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	5.04.	 	Designation of Beneficiary
	 
	 	 	Each Participant shall file with the Administrative Committee a written designation of one
or more persons as the Beneficiary who shall be entitled to receive the amount, if any,
payable under the Plan upon his or her death pursuant to Article 5. A Participant may,
from time to time, revoke or change his or her Beneficiary designation without the consent
of any prior Beneficiary by filing a new designation with the Administrative Committee.
The last such designation received by the Administrative Committee shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall be effective
unless received by the Administrative Committee prior to the Participant’s death, and in no
event shall it be effective as of a date prior to such receipt. If no such Beneficiary
designation is in effect at the time of a Participant’s death, or if no designated
Beneficiary survives the Participant, the Participant’s surviving spouse, if any, shall be
the Participant’s Beneficiary, otherwise the Participant’s estate shall be the
Participant’s Beneficiary, and shall receive the payment of the amount, if any, payable
under the Plan upon the Participant’s death.





ARTICLE 6. AMENDMENT OR TERMINATION





	6.01.	 	Right to Amend or Terminate
	 
	 	 	Notwithstanding any Plan provision to the contrary, the Corporation may, by action of the
Board, amend or terminate the Plan at any time; provided, however, that no such amendment
or termination of the Plan that reduces a Participant’s Deferral Account shall be effective
without the prior written consent of the Participants whose Deferral Accounts are reduced
by the amendment or termination. To the extent consistent with the rules relating to plan
terminations and liquidations in Treasury Regulation Section 1.409A-3(j)(4)(ix) or
otherwise consistent with Code Section 409A, the Board may provide that, without the prior
written consent of Participants, all of the Participants’ Deferral Accounts shall be
distributed in a lump sum upon termination of the Plan. Unless so distributed, in the
event of a Plan termination, the Corporation shall continue to maintain the Deferral
Accounts until distributed pursuant to the terms of the Plan and Participants shall remain
100% vested in all amounts credited to their Deferral Accounts.





ARTICLE 7. GENERAL PROVISIONS





	7.01.	 	Funding and Payment of Expenses
	 
	 	 	All amounts payable in accordance with this Plan shall constitute a general unsecured
obligation of the Corporation. Such amounts, as well as any administrative costs relating
to the Plan, shall be paid out of the general assets of the Corporation. The
Administrative Committee may decide that a Participant’s Deferral Account may be reduced to
reflect allocable administrative expenses.





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	7.02.	 	Unsecured Interest
	 
	 	 	Neither the Corporation nor the Administrative Committee in any way guarantees the
performance of the investment funds or indices a Participant may designate under Article 4.
No special or separate fund shall be established, and no segregation of assets shall be
made, to assure the payments hereunder. No Participant hereunder shall have any right,
title, or interest whatsoever in any specific assets of the Corporation. Nothing contained
in this Plan and no action taken pursuant to its provisions shall create or be construed to
create a trust of any kind or a fiduciary relationship between the Corporation and a
Participant or any other person. To the extent that any person acquires a right to receive
payments under this Plan, such right shall be no greater than the right of any unsecured
creditor of the Corporation.
	 
	7.03.	 	Facility of Payment
	 
	 	 	In the event that the Administrative Committee shall find that a Participant or Beneficiary
is incompetent to care for his or her affairs or is a minor, the Administrative Committee
may direct that any benefit payment due him or her, unless claim shall have been made
therefor by a duly appointed legal representative, be paid on his or her behalf to his or
her spouse, a child, a parent or other relative, and any such payment so made shall thereby
be a complete discharge of the liability of the Corporation and the Plan for that payment.
	 
	7.04.	 	Withholding Taxes
	 
	 	 	The Corporation shall have the right to deduct from each payment to be made under the Plan
any required withholding taxes.
	 
	7.05.	 	Nonalienation
	 
	 	 	Subject to any applicable law and except as provided in Section 5.04, no benefit under the
Plan shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to do so shall be void, nor
shall any such benefit be in any manner liable for or subject to garnishment, attachment,
execution or levy, or liable for or subject to the debts, contracts, liabilities,
engagements or torts of a person entitled to such benefits.
	 
	7.06.	 	Construction and Governing Law
	 
	(a)	 	The Plan shall be construed, regulated and administered in accordance with the laws of the
State of New York, subject to the provisions of applicable federal laws.
	 
	(b)	 	The masculine pronoun shall mean the feminine wherever appropriate. To the extent any
section of the Code, Treasury Regulations or the Securities Exchange










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	 	 	Act of 1934 or any rule promulgated under the Securities Exchange Act of 1934 that is
referenced in the Plan shall be amended or superseded, such reference shall be deemed to be
to the amended or superseding section or rule.






	(c)	 	The illegality of any particular provision of this document shall not affect the other
provisions, and the document shall be construed in all respects as if such invalid provision
were omitted.
	 
	7.07.	 	Discharge of Corporation’s Obligation
	 
	 	 	The payment by the Corporation of the benefits due under the Plan and/or any Deferral
Agreement or Prior Deferral Agreement to the Participant or his or her Beneficiary shall
discharge the Corporation’s obligation with respect thereto, and the Participant or
Beneficiary shall have no further rights under this Plan or the Deferral Agreements or
Prior Deferral Agreements upon receipt by the appropriate person of all such benefits.
	 
	7.08.	 	Successors
	 
	 	 	The Plan shall be binding upon the successors and assigns of the Corporation, whether such
succession is by purchase, merger or otherwise.





ARTICLE 8. ADMINISTRATION





	8.01.	 	ADMINISTRATION
	 
	(a)	 	The Plan shall be administered by the Administrative Committee. The Administrative Committee
shall have the exclusive responsibility and complete discretionary authority to control the
operation, management and administration of the Plan, with all powers necessary to enable it
properly to carry out such responsibilities, including, but not limited to, the power to
interpret the Plan and any related documents, to establish procedures for making any elections
called for under the Plan, to make factual determinations regarding any and all matters
arising under the Plan, including, but not limited to, the right to determine eligibility for
benefits, the right to construe the terms of the Plan, the right to remedy possible
ambiguities, inequities, inconsistencies or omissions, and the right to resolve all
interpretive, equitable or other questions arising under the Plan.
	 
	(b)	 	The Administrative Committee may delegate all or part of its administrative duties to one or
more persons, whether or not such person or persons are members of the Administrative
Committee or employees of the Corporation. The Administrative Committee (and, to the extent
consistent with the scope of delegated administrative authority, the person or persons
delegated authority hereunder) may engage agents and representatives, including recordkeepers
and legal counsel, in connection with the administration of the Plan. To the extent





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	 	 	permitted by law, the Administrative Committee and the person or persons delegated
administrative authority under the Plan shall be indemnified by the Corporation and held
harmless against any claims and the expenses of defending against such claims, resulting
from any action or conduct relating to the administration of the Plan, except claims
arising from gross negligence, willful neglect or willful misconduct.






	(c)	 	It is the intent of the Corporation that the Plan complies with Code Section 409A, related
regulations and other applicable guidance promulgated with respect thereto and the provisions
of the Plan shall be interpreted to be consistent therewith. Without limiting the foregoing,
a Participant shall not be deemed to have experienced a Retirement until the Participant has
had a “separation from service,” as that term is used in Code Section 409A(a)(2)(A)(i) and
defined in related regulations or other applicable guidance.






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