ex10-2.htm


    Exhibit
10.2

    


    CIGNA
EXECUTIVE SEVERANCE BENEFITS PLAN

    (Amended
and Restated Effective July 22, 2008)

    


    ARTICLE
1

    Definitions

    


    The
following are defined terms wherever they appear in this Plan.

    


    
      	
              1.1

            	
              “Additional Payment” –
      the benefit described in Section 3.5 of the
  Plan.

            


    

    


    
      	
              1.2

            	
              “Affiliate” – the
      meaning set forth in Rule 12b-2 promulgated under the Exchange
      Act.

            


    

    


    
      	
              1.3

            	
              “Basic Severance Pay” –
      the severance pay described in Section 3.2 of the
  Plan.

            


    

    


    
      	
              1.4

            	
              “Beneficial Owner” and
      “Beneficially
      Owned” – the meaning set forth in Rule 13d-3 promulgated under the
      Exchange Act.

            


    

    


    
      	
              1.5

            	
              “Board” – the Board of
      Directors of CIGNA Corporation or a
successor.

            


    

    


    
      	
              1.6

            	
              “CIGNA” – CIGNA
      Corporation, a Delaware corporation, its subsidiaries, successors and
      predecessors.

            


    

    


    
      	
              1.7

            	
              “Change of Control” –
      any of the following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              A
      corporation, person or group acting in concert, as described in Exchange
      Act Section 14(d)(2), holds or acquires beneficial ownership within the
      meaning of Rule 13d-3 promulgated under the Exchange Act of a number of
      preferred or common shares of CIGNA Corporation having 25% or more of the
      combined voting power of CIGNA Corporation’s then outstanding securities;
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              There
      is consummated a merger or consolidation of CIGNA Corporation or any
      direct or indirect subsidiary of CIGNA Corporation with any other
      corporation, other than:

            


    

    


    
      	
              (i)       
        

            	
              a
      merger or consolidation immediately following which the individuals who
      constituted the Board immediately prior thereto constitute at least a
      majority of the board of directors of the entity surviving such merger or
      consolidation or the ultimate parent thereof,
or

            


    

    


    
      	
              (ii)      
        

            	
              a
      merger or consolidation effected to implement a recapitalization of CIGNA
      Corporation (or similar transaction) in which no Person is or becomes the
      Beneficial Owner, directly or indirectly, of securities of CIGNA
      Corporation (not including in the securities Beneficially Owned by such
      Person any securities acquired directly from CIGNA Corporation or its
      Affiliates) representing 25% or more of the combined voting power of CIGNA
      Corporation’s then outstanding
securities;

            


    

    


    
      	
               
      

            	
              (c)

            	
              A
      change occurs in the composition of the Board at any time during any
      consecutive 24-month period such that the Continuity Directors cease for
      any reason to constitute a majority of the Board.  For purposes
      of the preceding sentence “Continuity Directors” shall mean those members
      of the Board who either: (1) were directors at the beginning of such
      consecutive 24-month period; or (2) were elected by, or on nomination or
      recommendation of, at least a majority of the Board (other than a director
      whose initial assumption of office is in connection with an actual or
      threatened election contest, including but not limited to a consent
      solicitation, relating to the election of directors of CIGNA Corporation);
      or

            


    

    


    
      
        
        

      

      
        - 1
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              (d)

            	
              The
      shareholders of CIGNA Corporation approve a plan of complete liquidation
      or dissolution of CIGNA Corporation or there is consummated an agreement
      for the sale or disposition by CIGNA Corporation of all or substantially
      all of CIGNA Corporation’s assets, other than a sale or disposition by
      CIGNA Corporation of all or substantially all of CIGNA Corporation’s
      assets immediately following which the individuals who constituted the
      Board immediately prior thereto constitute at least a majority of the
      board of directors of the entity to which such assets are sold or disposed
      or any parent thereof.

            


    

    


    Notwithstanding
the foregoing, a “Change of Control” shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of CIGNA Corporation immediately prior to such transaction or series of
transactions continue to have substantially the same
proportionate ownership in an entity which owns all or substantially all of the
assets of CIGNA Corporation immediately following such transaction or series of
transactions.

    


    
      	
              1.8

            	
              “Code” – the Internal
      Revenue Code of 1986, as amended.

            


    

    


    
      	
              1.9

            	
              “Committee” – the People
      Resources Committee of the Board, or a successor
  committee.

            


    

    


    
      	
              1.10

            	
              “Covered Executive” –
      any person employed by CIGNA in a role in Career Band 6 or 7 on, or at any
      time within two years after, the date a Change of Control
      occurs.

            


    

    


    
      	
              1.11

            	
              "Covered Senior
      Executive" – a Covered Executive who is also an “executive officer”
      as defined in Rule 3b-7 promulgated under the Exchange Act on, or at any
      time within two years after, the date a Change of Control
      occurs.

            


    

    


    
      	
              1.12

            	
              “Excess Parachute
      Payments” – the amount defined in Code Section
  280G.

            


    

    


    
      	
              1.13

            	
              “Exchange Act” – the
      Securities Exchange Act of 1934, as
amended.

            


    

    


    
      	
              1.14

            	
              “Excise Tax” – any
      excise tax under Code Section 4999 for any Excess Parachute Payments and
      any similar tax.

            


    

    


    
      	
              1.15

            	
              “Parachute Payments” –
      any payments defined in Code Section
280G(b)(2).

            


    

    


    
      	
              1.16

            	
              “Participant” – an
      employee of CIGNA who meets the eligibility requirements in Article
      2.

            


    

    


    
      	
              1.17

            	
              “Payment Cap” – the
      maximum amount of Severance Payments a Separated Participant would be
      entitled to receive without being subject to the excise tax imposed by
      Section 4999 of the Code.

            


    

    


    
      
        
        

      

      
        - 2
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              1.18

            	
              "Person" – the meaning
      given in Section 3(a)(9) of the Exchange Act, as modified and used in
      Sections 13(d) and 14(d) thereof, except that such term shall not include
      (a) CIGNA Corporation or any of its Subsidiaries, (b) a trustee or other
      fiduciary holding securities under an employee benefit plan of CIGNA
      Corporation or any of its Affiliates, (c) an underwriter temporarily
      holding securities pursuant to an offering of such securities, or (d) a
      corporation owned, directly or indirectly, by the stockholders of CIGNA
      Corporation in substantially the same proportions as their ownership of
      stock of CIGNA Corporation.

            


    

    


    
      	
              1.19

            	
              “Plan” – the CIGNA
      Executive Severance Benefits Plan (Amended and Restated Effective July 22,
      2008), as it may be amended from time to
time.

            


    

    


    
      	
              1.20

            	
              “Separated Participant”
      – a Participant who has had a Separation upon a Change of
      Control.

            


    

    


    
      	
              1.21

            	
              “Separation Date” – the
      date of a Participant’s Separation from
Service.

            


    

    


    
      	
              1.22

            	
              “Separation for Cause”
      – a
      Separation from Service initiated by CIGNA on account of the conviction of
      an employee of a felony involving fraud or dishonesty directed against the
      Company.

            


    

    


    
      	
              1.23

            	
              “Separation from
      Service” – a Participant’s death, retirement or other termination
      of employment, from the Participant’s employer or service recipient within
      the meaning of Treasury Regulation Section 1.409A-1(h). For this purpose,
      the level of reasonably anticipated, permanently reduced, bona fide
      services that will be treated as a Separation from Service is
      30%.  Generally, a Participant’s Separation from Service occurs
      when the Participant’s level of services to CIGNA Corporation and its
      affiliates is reduced by 70% or
more.

            


    

    


    
      	
              1.24

            	
              “Separation upon a Change of
      Control” – a Separation from Service within two (2) years following
      a Change of Control (a) initiated by CIGNA or a successor, other than a
      Separation for Cause, or (b) initiated by the Participant after
      determining in the Participant's reasonable judgment that there has been a
      material reduction in the Participant's authority, duties or
      responsibilities, any reduction in the Participant's compensation, or any
      changes caused by CIGNA or successor in the Participant's principle office
      location of more than thirty-five (35) miles from its location on the date
      of the Change of Control.  Participant shall have notified the
      Executive Vice President – Human Resources and Services or the Chief
      Executive Officer in writing that he has experienced such a reduction or
      change, and shall describe the event that he believes constitutes such a
      reduction or change.  The written notice and explanation must be
      delivered within 30 calendar days after such reduction or change and at
      least 30 days before separation.  CIGNA shall have 30 days
      following receipt of the written notification to remedy the conditions
      causing the event before Participant may have a Separation upon a Change
      of Control under Section 1.24(b).

            


    

    


    
      	
              1.25

            	
              “Severance Payment” –
      any payment, distribution or economic benefit to or for the benefit of a
      Separated Participant payable under the Plan or otherwise in connection
      with a Change of Control or Participant’s Separation upon a Change of
      Control, regardless of the plan or arrangement under which the payments
      are made.  The term shall include, but not be limited to, Basic
      Severance Pay and Supplemental Severance Pay under this Plan and any
      economic benefit received by the Separated Participant because of the
      acceleration of any rights under the CIGNA Long-Term Incentive Plan, or
      any predecessor or similar plan, regarding stock options, restricted stock
      grants, stock appreciation rights and dividend equivalent
      rights.

            


    

    


    
      
        
        

      

      
        - 3
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              1.26

            	
              “Supplemental Severance
      Pay” – the severance pay described in Section 3.3 of the
      Plan.

            


    

    


    
      	
              1.27

            	
              “Subsidiary” – a
      corporation (or a partnership, joint venture or other unincorporated
      entity) of which more than 50% of the combined voting power of all classes
      of stock entitled to vote (or more than 50% of the capital, equity or
      profits interest) is owned directly or indirectly by CIGNA Corporation;
      provided that such corporation (or other entity) is included in CIGNA
      Corporation’s consolidated financial statements under generally accepted
      accounting principles.

            


    

     

    ARTICLE
2

    Eligibility

    


    
      	
              2.1

            	
              Covered
      Executives.  Subject to the limits in Section 2.2, any
      person who is a Covered Executive on the date immediately preceding his or
      her Separation Date shall be eligible for benefits under this
      Plan.  Any person who is a Covered Executive on the date of a
      Change of Control shall remain a Covered Executive for the two-year period
      beginning on the date of the Change of
Control.

            


    

    


    
      	
              2.2

            	
              Coordination of
      Benefits.  A Covered Executive who is party to an
      individual agreement with CIGNA that provides severance benefits and who
      qualifies for severance benefits under both the agreement and this Plan
      shall receive the greater of the severance benefits provided under the
      agreement or this Plan, but not
both.

            


    

     

    ARTICLE
3

    Benefits

    


    
      	
              3.1

            	
              Separation Upon a Change of
      Control.  CIGNA shall pay severance pay and other
      payments and benefits to a Separated Participant in accordance with the
      provisions of this Article 3.

            


    

    


    
      	
              3.2

            	
              Basic Severance
      Pay.  A Separated Participant’s Basic Severance Pay shall
      be calculated and paid as follows:

            


    

     

    
      	 	(a) 	

              Basic
      Severance Pay shall equal the Separated Participant’s base salary rate,
      stated in weekly terms, multiplied by 156 weeks for Covered Senior
      Executives and 104 weeks for all other Covered Executives.  The
      “base salary rate” shall be the Separated Participant's base salary rate
      immediately before the Separation Date or on the date of the Change of
      Control, whichever rate is higher.

            
	 	 	 
	
               
      

            	
              (b)

            	
              CIGNA
      shall pay Basic Severance Pay to a Separated Participant in a single lump
      sum, less applicable withholding, in the seventh (7th)
      calendar month following the Separation
Date.

            


    

    


    
      
        
        

      

      
        - 4
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      3.3         
Supplemental
Severance Pay.

    

     

    
      	 	(a) 	

              A
      Separated Participant’s Supplemental Severance Pay shall be the product of
      the Base Amount described in paragraph 3.3(b) and the applicable
      Multiplier described in paragraph 3.3(c).

            
	 	 	 
	
               
      

            	
              (b)

            	
              The
      Base Amount shall be the higher of:

            


    

    


    
      	
               
      

            	
              (1)

            	
              the
      last incentive compensation payment under the CIGNA Management Incentive
      Plan or the CIGNA Executive Incentive Plan actually received by the
      Separated Participant; or

            


    

    


    
      	
               
      

            	
              (2)

            	
              the
      amount of the Target Award that was applicable to the Separated
      Participant immediately preceding the Change of
      Control.  “Target Award” means the target bonus award
      established by the Board or Committee or EVP, Human Resources and Services
      for determining appropriate levels of incentive compensation payments
      under the CIGNA Management Incentive
Plan.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Multiplier shall be:

            


    

    


    
      	
               
      

            	
              (1)

            	
              300%
      for Covered Senior Executives; and

            


    

    


    
      	
               
      

            	
              (2)

            	
              200%
      for all other Covered Executives.

            


    

    


    
      	
               
      

            	
              (d)

            	
              CIGNA
      shall pay Supplemental Severance Pay to a Separated Participant in a
      single lump sum, less applicable withholding, in the seventh (7th)
      calendar month following the Separation
Date.

            


    

    


    
      	
              3.4

            	
              Outplacement.  During
      the six-month period beginning on a Participant’s Separation Date, CIGNA
      will provide the Separated Participant with reasonable outplacement
      services.

            


    

    


    
      	
              3.5

            	
              Excise Tax
      Gross-Up.

            


    

    


    
      	
               
      

            	
              (a)

            	
              If
      a Separated Participant incurs any Excise Tax liability for any Severance
      Payments received from CIGNA, then CIGNA shall provide the Separated
      Participant with an Additional Payment in an amount such that the net
      amount retained by the Separated Participant, after deduction of any
      Excise Tax on the Severance Payments, and any Excise Tax and federal,
      state and local income and employment taxes upon the Additional Payment,
      and any penalties, interest, or additions to tax imposed with respect
      thereto (but excluding any tax under Section 409A of the Code providing
      for 20% penalties and interest) shall be equal to the Severance
      Payments.

            


    

    


    CIGNA
shall pay the Separated Participant any Additional Payment due by the end of the
year following the year in which the Separated Participant remits the related
taxes, including any penalties and interest, but no earlier than seven months
after the Separation Date.

    


    
      
        
        

      

      
        - 5
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              (b)

            	
              Notwithstanding
      the foregoing provisions of this Section 3.5, if it shall be determined
      that a Separated Participant is entitled to an Additional Payment, but the
      amount of Severance Payments to the Separated Participant exceeds the
      Payment Cap by less than 10% of the Payment Cap amount, then no Additional
      Payment shall be made to the Separated Participant and the amount of the
      Basic Severance Pay and the Supplemental Severance Pay payable to the
      Separated Participant shall be reduced by the lesser of (i) the amount
      necessary to reduce the Severance Payments payable to the Separated
      Participant to the Payment Cap, and (ii) the full amount of the Basic
      Severance Pay and the Supplemental Severance Pay payable to the Separated
      Participant.  Any reduction under clause (i), above, shall be
      made first from the Basic Severance Pay and then, if necessary, from the
      Supplemental Severance Pay.

            


    

    


    


    
      	
              3.6

            	
              Tax
      Computation.  For purposes of determining whether a
      Separated Participant has any Excise Tax liability referred to in Section
      3.5:

            


    

    


    
      	
               
      

            	
              (a)

            	
              All
      Severance Payments to the Separated Participant shall be treated as
      Parachute Payments and all Excess Parachute Payments shall be treated as
      subject to the Excise Tax, except to the extent that tax counsel, selected
      by the public accounting firm that, immediately prior to the Change of
      Control, was CIGNA’s independent auditor (the “Accounting Firm”) and
      acceptable to the Separated Participant, renders a written opinion that
      all or any part of any Severance Payment does not constitute a Parachute
      Payment, or represents reasonable compensation for services actually
      rendered (within the meaning of Code Section 280G(b)(4)) in excess of the
      base amount (within the meaning of Code Section 280G(b)(3)), or is
      otherwise not subject to the Excise
Tax;

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      amount of Severance Payments to be treated as subject to the Excise Tax
      shall equal the lesser of (1) the total amount of Severance Payments or
      (2) the amount of Excess Parachute Payments (after applying paragraph
      3.6(a) above); and

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      value of any noncash benefits and any deferred payments or benefits shall
      be determined by the Accounting Firm in accordance with the principles of
      Code Sections 280G(d)(3) and (4).

            


    

    


    
      	
              3.7

            	
              Computation of Additional
      Payment.  For purposes of determining the amount of any
      Additional Payment to a Separated Participant under Section 3.5
      above:

            


    

    


    
      	
               
      

            	
              (a)

            	
              If
      the Excise Tax subsequently determined to be owed by the Separated
      Participant is less than the amount that was the basis for any Additional
      Payments made under Section 3.5, then the Separated Participant shall
      repay to CIGNA, as soon as the amount of his or her Excise Tax liability
      has been finally determined, the amount of any excess Additional Payment,
      plus any interest received by or credited to the Separated Participant
      with respect thereto.

            
	 	 	 
	 	      
              (b)

            	      
              If
      the Excise Tax subsequently determined to be owed by the Separated
      Participant is more than the amount that was the basis for any Additional
      Payments made under Section 3.5, then CIGNA shall pay to the Separated
      Participant the additional amount (which shall be subject to verification
      by the Accounting Firm) required to provide the Separated Participant with
      the correct total Additional Payment.  Payment of this
      additional amount will be made by the end of the year following the year
      in which such additional taxes, including any penalties and interest, are
      remitted, but no earlier than seven months after the Separated
      Participant’s Separation
Date.

            


    

    
 

    
      
        
        

      

      
        - 6
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              3.8

            	
              Post-Separation Insurance
      Coverage.  CIGNA shall provide a Separated Participant
      with continued Basic Life Insurance Plan coverage at CIGNA's expense for
      the 12-month period starting on the first day of the month following
      Participant’s Separation Date.

            


    

    


    


    ARTICLE
4

    Miscellaneous

    


    
      	
              4.1

            	
              Amendment;
      Termination.  This Plan may be amended, modified or
      terminated by the Board or Committee, in the sole and absolute discretion
      of either, at any time, prior to 6 months before a Change of
      Control.  For the period beginning 6 months before and ending
      two years following a Change of Control, no amendment, modification or
      termination that would adversely affect a Covered Executive in any manner
      may be made without the express written consent of that Covered
      Executive.

            


    

    


    
      	
              4.2

            	
              Compliance with Code Section
      409A.  It is intended that the Plan comply with the
      requirements of Code Section 409A, and the Plan shall be so administered
      and interpreted.  The Board or Committee may make any changes
      required to conform the Plan with applicable Code provisions and
      regulations relating to deferral of compensation under Code Section
      409A.

            


    

    


    
      	
              4.3

            	
              Interpretation.  All
      statutory or regulatory references in this Plan shall include successor
      provisions.

            


    

    


    
      	
              4.4

            	
              Claims
      Procedure.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Filing a Claim for
      Benefits.  This paragraph 4.4(a) shall apply to any claim
      for a benefit under the Plan.  A Separated Participant or
      Beneficiary or an authorized representative of a Participant or
      Beneficiary (“Claimant”) shall notify the Administrator or its delegate of
      a claim for benefits under the Plan.  Such request may be in any
      form adequate to give reasonable notice to the Administrator or its
      delegate and shall set forth the basis of such claim and shall authorize
      the Administrator or its delegate to conduct such examinations as may be
      necessary to determine the validity of the claim and to take such steps as
      may be necessary to facilitate the payment of any benefits to which the
      Claimant may be entitled under the Plan.  The Administrator
      shall make all determinations as to the right of any person to a benefit
      under the Plan.  

            


    

    


    
      	
               
      

            	
              If
      the Administrator requires more than 90 days to process a claim because of
      special circumstances, an extension may be obtained by notifying the
      Claimant within 90 days of the date the claim was submitted that a
      decision on the claim will be delayed, what circumstances have caused the
      delay, and when a decision can be expected.  The extension
      period shall not exceed an additional 90 days;  provided,
      however, that in the event the Claimant fails to submit information
      necessary to decide a claim, such period shall be tolled from the date on
      which the extension notice is sent to the Claimant until the date on which
      the Claimant responds to the request for additional
      information.

            


    

    


    
      
        
        

      

      
        - 7
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              (b)

            	
              Denial of
      Claim.  If the Administrator denies in whole or in part
      any claim for benefits under the Plan by any Claimant, the Administrator
      shall, within a reasonable period, furnish the Claimant with written or
      electronic notice of the denial.  The notice of the denial shall
      set forth, in a manner calculated to be understood by the
      Claimant:

            


    

    


    
      	
              (1)  

            	
              The
      specific reason or reasons for the
denial;

            


    

    


    
      	
              (2)  

            	
              Specific
      reference to the pertinent Plan provisions on which the denial is
      based;

            


    

    


    
      	
              (3)  

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

            


    

    


    
      	
              (4)  

            	
              A
      description of the Plan's review procedures and the time limits applicable
      to such procedures, including a statement of the Claimant's right to bring
      a civil action under Section 502(a) of the Employee Retirement Income
      Security Act of 1974, as amended (ERISA), following an adverse benefit
      determination on review.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Appeals
      Procedure.  This paragraph 4.4(c) shall apply to all
      appeals of denied claims under the Plan.  A Claimant may request
      a review of a denied claim.  Such request shall be made in
      writing and shall be presented to the Administrator not more than 60 days
      after receipt by the Claimant of written or electronic notice of the
      denial of the claim.  The Claimant shall be provided, upon
      request and free of charge, reasonable access to, and copies of, all
      documents, records, and other information relevant to the Claimant's claim
      for benefits.  The Claimant shall also have the opportunity to
      submit comments, documents, records, and other information relating to the
      claim for benefits, and the Administrator shall take into account all such
      information submitted without regard to whether such information was
      submitted or considered in the initial benefit determination. The
      Administrator shall make its decision on review not later than 60 days
      after receipt of the Claimant's request for review, unless special
      circumstances require an extension of time, in which case a decision shall
      be rendered as soon as possible, but not later than 120 days after receipt
      of the request for review;  provided, however, in the event the
      Claimant fails to submit information necessary to make a benefit
      determination on review, such period shall be tolled from the date on
      which the extension notice is sent to the Claimant until the date on which
      the Claimant responds to the request for additional
      information.  The decision on review shall be written or
      electronic and, in the case of an adverse determination, shall include
      specific reasons for the decision, in a manner calculated to be understood
      by the Claimant, and specific references to the pertinent Plan provisions
      on which the decision is based.  The decision on review shall
      also include (i) a statement that the Claimant is entitled to receive,
      upon request and free of charge, reasonable access to, and copies of, all
      documents, records, or other information relevant to the Claimant's claim
      for benefits; and (ii) a statement describing any voluntary appeal
      procedures offered by the Plan, and a statement of the Claimant's right to
      bring an action under ERISA Section
502(a).

            


    

    


    
      
        
        

      

      
        - 8
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              (d)

            	
              The
      Plan’s claims procedure shall be administered in accordance with the
      applicable regulations of the U.S. Department of Labor.  For
      purposes of this Section 4.4, the Administrator shall be a person or group
      of persons appointed by the senior human resources officer of CIGNA
      Corporation.  The Administrator shall have the authority to make
      rules and regulations for the Plan, interpret its terms and resolve
      appeals and disputes.  The Administrator has the sole discretion
      to determine whether any Separated Participant is eligible for benefits
      and the amount of any such benefits, as well as to interpret any Plan
      provisions, including ambiguous and disputed terms.  The
      Administrator's determinations and interpretations, including
      determinations of fact, shall be final and binding on all
      parties.

            


    

    


    
      	
               
      

            	
              (e)

            	
              A
      Claimant shall have no right to bring any action in any court regarding a
      claim for benefits under the Plan prior to the Claimant’s filing a claim
      for benefits and exhausting the Claimant’s rights to review under this
      Section 4.4 in accordance with the time frames set forth
      herein.

            


    

    


    
      	
              4.5

            	
              Controlling
      Law.  This Plan shall be construed and enforced according
      to the laws of the Commonwealth of Pennsylvania, without regard to
      Pennsylvania conflict of laws rules, to the extent not preempted by
      federal law, which shall otherwise
control.

            


    

    


    4.6           Effective
Date.  This Plan shall be effective July 22, 2008.

    


    END OF
DOCUMENT

     

     

     

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