exv10w15



 





EXHIBIT 10.15


USF CORPORATION

CAPITAL ACCUMULATION PLAN

Effective January 1, 2003




Purpose




     The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees who contribute materially
to the continued growth, development and future business success of
USF Corporation, a Delaware corporation, and its subsidiaries, if
any, that participate in this Plan. The Plan is designed to qualify under
ERISA as an unfunded plan maintained by the Company primarily for the purpose
of providing deferred compensation for a select group of management or highly
compensated employees. If, for any reason, including, but not limited to, the
promulgation of regulations by the United States Department of Labor, this
Plan, either in form or in operation, shall fail to so qualify, the Plan shall
be revised, as necessary, and notwithstanding any other limitations herein, to
comply with the requirements for maintaining such an unfunded plan.



ARTICLE 1

Definitions




     For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:




	1.1	 	“Account Balance” shall mean, with respect to a Participant, a credit on
the records of the Employer equal to the Company Contribution Account
balance. The Account Balance shall be a bookkeeping entry only and shall
be utilized solely as a device for the measurement and determination of
the amounts to be paid to a Participant, or his or her designated
Beneficiary, pursuant to this Plan.
	 
	1.2	 	“Annual Company Contribution Amount” shall mean, for any one Plan Year,
the amount determined in accordance with Section 3.1.
	 
	1.3	 	“Annual Installment Method” shall be an annual installment payment over
the number of years selected by the Participant or by the Committee, as
applicable, in accordance with this Plan, calculated as follows: (i) for
the first annual installment, the vested Account Balance of the
Participant shall be calculated as described in Section 5.1, 6.1, 7.2 or
9.1, as applicable, and (ii) for remaining annual installments, the vested
Account Balance of the Participant shall be calculated on every applicable
anniversary of such date in (i). Each annual installment shall be
calculated by multiplying this balance by a fraction, the numerator of
which is one and the denominator of which is the remaining number of
annual payments due the Participant. By way of example, if the
Participant elects a ten (10) year Annual Installment Method, the first
payment shall be 1/10 of the vested Account Balance, calculated as
described in this definition. The following year, the payment shall be
1/9 of the vested Account Balance, calculated as described in this
definition.




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	1.4	 	“Beneficiary” shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 10, that are entitled to
receive benefits under this Plan upon the death of a Participant.
	 
	1.5	 	“Beneficiary Designation Form” shall mean the form established from time
to time by the Committee that a Participant completes, signs and returns
to the Committee to designate one or more Beneficiaries.
	 
	1.6	 	“Board” shall mean the board of directors of the Company.
	 
	1.7	 	“Cause” shall mean (i) the willful or intentional failure of a
Participant to perform duties or to observe the terms and conditions of
his or her employment with the Employer (including repeated occurrences of
grossly inadequate performance); or (ii) illegal or unethical conduct of a
Participant that relates to the performance of the duties and obligations
of his or her employment with the Employer. Illegal conduct shall be
grounds for termination of the Participant’s employment for “Cause” only
if the Participant knew, or should have known in the course of the
reasonable discharge of his or her duties, that the conduct in question
was illegal.
	 
	1.8	 	“CEO” shall mean the Chief Executive Officer of the Company.
	 
	1.9	 	“Change in Control” shall mean:





	 	(a)	 	The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) or any comparable
successor provisions, referred herein as “Person”), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of thirty percent (30%) or more of either (i) the then
outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company
Voting Securities”); provided, however, that for purposes of this
clause (a), the following acquisitions shall not constitute a Change
in Control; (I) any acquisition directly from the Company, (II) any
acquisition by the Company, (III) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company, or (IV) any
acquisition by any corporation pursuant to a transaction which
complies with subclauses (i), (ii) or (iii) of Section 1.9(c); or
	 
	 	(b)	 	Individuals who, as of the date hereof, constitute the Board
(the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s shareholders, was approved
by a vote of at least a majority of the directors then comprising the
Incumbent Board, shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of any actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or




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	 	(c)	 	Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets
of the Company (a “Business Combination”), in each case, unless,
following such Business Combination, (i) all or substantially all of
the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common stock and Outstanding
Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than fifty
percent (50%) of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially
all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding any
corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly
or indirectly, thirty percent (30%) or more of, respectively, the
then outstanding shares of common stock of the corporation resulting
from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business Combination
and (iii) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination
were members of the Board of Directors of the Company at the time of
the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination.





	1.10	 	“Claimant” shall have the meaning set forth in Section 15.1.
	 
	1.11	 	“Code” shall mean the Internal Revenue Code of 1986, as it may be amended
from time to time.
	 
	1.12	 	“Committee” shall mean the Administrative Committee described in Article
13.
	 
	1.13	 	“Company” shall mean USF Corporation, a Delaware corporation,
and any successor to all or substantially all of the Company’s assets or
business.
	 
	1.14	 	“Company Contribution Account” shall mean (i) the sum of the
Participant’s Annual Company Contribution Amounts, plus (ii) amounts
credited or debited in accordance with all the applicable crediting and
debiting provisions of this Plan that relate to the Participant’s Company
Contribution Account, less (iii) all distributions made to the Participant
or his or her Beneficiary pursuant to this Plan that relate to the
Participant’s Company Contribution Account.
	 
	1.15	 	“Compensation Committee” shall mean the Compensation Committee of the
Board.
	 
	1.16	 	“Crediting Rate” shall mean an interest rate, stated as an annual rate,
determined and announced by the Committee before the Plan Year for which
it is to be used; provided, however that the Committee may, in its sole
discretion, adjust the Crediting Rate for any Plan Year during such Plan
Year.




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	1.17	 	“Disability” or “Disabled” shall mean a period of disability during which
a Participant qualifies for permanent disability benefits under the
Participant’s Employer’s long-term disability plan, or, if a Participant
does not participate in such a plan, a period of disability during which
the Participant would have qualified for permanent disability benefits
under such a plan had the Participant been a participant in such a plan,
as determined in the sole discretion of the Committee. If the
Participant’s Employer does not sponsor such a plan, or discontinues to
sponsor such a plan, Disability shall be determined by the Committee in
its sole discretion.
	 
	1.18	 	“Disability Benefit” shall mean the benefit set forth in Article 7.
	 
	1.19	 	“Election Form” shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee
to make an election under the Plan.
	 
	1.20	 	“Employee” shall mean a person who is an employee of any Employer.
	 
	1.21	 	“Employer(s)” shall mean the Company and/or any of its subsidiaries (now
in existence or hereafter formed or acquired) that have been selected by
the Board to participate in the Plan and have adopted the Plan as a
sponsor.
	 
	1.22	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time.
	 
	1.23	 	“Participant” shall mean any Employee (i) who is selected to participate
in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a
Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv)
whose signed Plan Agreement, Election Form and Beneficiary Designation
Form are accepted by the Committee, (v) who commences participation in the
Plan, and (vi) whose Plan Agreement has not terminated. A spouse or
former spouse of a Participant shall not be treated as a Participant in
the Plan or have an account balance under the Plan, even if he or she has
an interest in the Participant’s benefits under the Plan as a result of
applicable law or property settlements resulting from legal separation or
divorce.
	 
	1.24	 	“Plan” shall mean the Company’s Capital Accumulation Plan, which shall be
evidenced by this instrument and by each Plan Agreement, as they may be
amended from time to time.
	 
	1.25	 	“Plan Agreement” shall mean a written agreement, as may be amended from
time to time, which is entered into by and between an Employer and a
Participant. Each Plan Agreement executed by a Participant and the
Participant’s Employer shall provide for the entire benefit to which such
Participant is entitled under the Plan; should there be more than one Plan
Agreement, the Plan Agreement bearing the latest date of acceptance by the
Employer shall supersede all previous Plan Agreements in their entirety
and shall govern such entitlement. The terms of any Plan Agreement may be
different for any Participant, and any Plan Agreement may provide
additional benefits not set forth in the Plan or limit the benefits
otherwise provided under the Plan; provided, however, that any such
additional benefits or benefit limitations must be agreed to by both the
Employer and the Participant.
	 
	1.26	 	“Plan Year” shall mean a period beginning on January 1 of each calendar
year and continuing through December 31 of such calendar year.




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	1.27	 	“Retirement”, “Retire(s)” or “Retired” shall mean, with respect to an
Employee, severance from employment from all Employers on or after the
attainment of both (i) age sixty (60) and (ii) ten (10) Years of Service
for any reason other than a leave of absence, death or Disability.
	 
	1.28	 	“Retirement Benefit” shall mean the benefit set forth in Article 5.
	 
	1.29	 	“Survivor Benefit” shall mean the benefit set forth in Article 9.
	 
	1.30	 	“Termination Benefit” shall mean the benefit set forth in Article 6.
	 
	1.31	 	“Termination of Employment” shall mean the severing of employment with
all Employers, voluntarily or involuntarily, for any reason other than
Retirement, Disability, death or an authorized leave of absence.
	 
	1.32	 	“Trust” shall mean one or more trusts established pursuant to a trust
agreement, between the Company and the trustee named therein, as amended
from time to time.
	 
	1.33	 	“Years of Plan Participation” shall mean the total number of full Plan
Years a Participant has been a Participant in the Plan while employed by
one or more Employers. Any partial year shall not be counted.
Notwithstanding the previous sentence, a Participant’s first Plan Year of
participation shall be treated as a full Plan Year for purposes of this
definition, even if it is only a partial Plan Year of participation.
Notwithstanding any provision of this Plan that may be construed to the
contrary, any period after the Participant has experienced a Termination
of Employment shall not be counted.
	 
	1.34	 	“Years of Service” shall mean the total number of full years in which a
Participant has been employed by one or more Employers. For purposes of
this definition, a year of employment shall be a 365 day period (or 366
day period in the case of a leap year) that, for the first year of
employment, commences on the Employee’s date of hiring and that, for any
subsequent year, commences on an anniversary of that hiring date. Any
partial year of employment shall not be counted.




ARTICLE 2




Selection, Enrollment, Eligibility





	2.1	 	Selection by Committee. Participation in the Plan shall be limited to a
select group of management and highly compensated Employees of the
Employers, as determined by the Compensation Committee in its sole
discretion. From that group, the CEO shall select, in his or her sole
discretion, Employees to participate in the Plan.
	 
	2.2	 	Enrollment Requirements. As a condition to participation, each selected
Employee shall complete, execute and return to the Committee a Plan
Agreement, an Election Form and a Beneficiary Designation Form, all within
30 days after he or she is selected to participate in the Plan. In
addition, the Committee shall establish from time to time such other
enrollment requirements as it determines in its sole discretion are
necessary.
	 
	2.3	 	Eligibility; Commencement of Participation. Provided an Employee
selected to participate in the Plan has met all enrollment requirements
set forth in this Plan and required by the Committee, including returning
all required documents to the Committee within the specified 




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	 	 	time period, that
Employee shall commence participation in the Plan on the first day of the
month following the month in which the Employee completes all enrollment
requirements. If an Employee fails to meet all such requirements within
the period required, in accordance with Section 2.2, that Employee shall
not be eligible to participate in the Plan until the first day of the Plan
Year following the delivery to and acceptance by the Committee of the
required documents.
	 
	2.4	 	Termination of Participation. If the Committee determines in its sole
and absolute discretion, at any time and for any reason or no reason, that
a Participant no longer qualifies to participate in this Plan, the
Committee shall have the right to (i) direct the Participant’s Employer to
cease crediting Annual Company Contribution Amounts to such Participant,
and (ii) cease crediting the Participant with additional Years of Plan
Participation for purposes of calculating the Participant’s vesting
percentage, as set forth in Section 3.2. If the Committee determines that
a Participant no longer qualifies to participate in this Plan, the
Participant will continue to be considered to be employed and shall be
eligible for the benefits provided for in Articles 5, 6, 7 or 9 in
accordance with the provisions of those Articles.




ARTICLE 3




Company Contribution/Crediting/Taxes





	3.1	 	Annual Company Contribution Amount. For each Plan Year, an Employer, in
its sole discretion, may, but is not required to, credit any amount it
desires to any Participant’s Company Contribution Account under this Plan,
which amount shall be for that Participant the Annual Company Contribution
Amount for that Plan Year. The amount so credited to a Participant may be
smaller or larger than the amount credited to any other Participant, and
the amount credited to any Participant for a Plan Year may be zero, even
though one or more other Participants receive an Annual Company
Contribution Amount for that Plan Year. The Annual Company Contribution
Amount described in this Section 3.1, if any, shall be credited on a date
or dates to be determined by the Committee, in its sole discretion.
	 
	3.2	 	Vesting.





	 	(a)	 	A Participant shall be vested in his or her Account Balance on
the basis of the Participant’s Years of Plan Participation at the
time the Participant experiences a Termination of Employment, in
accordance with the following schedule:




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	 	 	Vested Percentage of
	Years of Plan Participation
	 	Account Balance

	Years of Plan Participation less than 5
	 	 	0 	%
	5 or more Years of Plan Participation, but less than 6
	 	 	50 	%
	6 or more Years of Plan Participation, but less than 7
	 	 	60 	%
	7 or more Years of Plan Participation, but less than 8
	 	 	70 	%
	8 or more Years of Plan Participation, but less than 9
	 	 	80 	%
	9 or more Years of Plan Participation, but less than 10
	 	 	90 	%
	10 or more Years of Plan Participation
	 	 	100 	%








	 	(b)	 	Notwithstanding anything to the contrary contained in this
Section 3.2, (i) in the event a Participant becomes eligible to
Retire while employed by one or more Employers, or (ii) in the event
of the Participant’s death or Disability while employed by one or
more Employers, or (iii) upon a Change in Control while a Participant
is employed by one or more Employers, the Participant’s Account
Balance shall immediately become 100% vested (if it is not already
vested in accordance with the above vesting schedule).
	 
	 	(c)	 	Notwithstanding Section 3.2(a) above, the vesting schedule for
a Participant’s Account Balance shall not be accelerated to the
extent that the Committee determines that such acceleration would
cause the deduction limitations of Section 280G of the Code to become
effective. In the event that all of a Participant’s Account Balance
is not vested pursuant to such a determination, the Participant may
request independent verification of the Committee’s calculations with
respect to the application of Section 280G. In such case, the
Committee shall provide to the Participant within ninety (90) days of
such a request detailed supporting calculations prepared by a
nationally recognized accounting firm selected by the Committee and
reasonably acceptable to the Participant (the “Accounting Firm”) that
the acceleration would cause the deduction limitations of Section
280G to become effective. The cost of such independent verification
shall be paid for by the Company.
	 
	 	(d)	 	Section 3.2(c) shall not prevent the acceleration of the
vesting schedule applicable to a Participant’s Company Contribution
Account if such Participant is entitled to a “gross-up” payment, to
eliminate the effect of the Code section 4999 excise tax, pursuant to
his or her employment agreement or other agreement entered into
between such Participant and the Employer





	3.3	 	Crediting/Debiting of Account Balances. In accordance with, and subject
to, the rules and procedures that are established from time to time by the
Committee, in its sole discretion, amounts shall be credited or debited to
a Participant’s Account Balance in accordance with the following rules:




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	 	(a)	 	Crediting or Debiting Method. Interest shall be credited or
debited to a Participant’s Account Balance and compounded on a daily
basis in accordance with the rules and procedures established by the
Committee, in its sole discretion, based on the Crediting Rate for
such Plan Year. For purposes of crediting a Participant’s Account
Balance in accordance with this Section 3.3(a), if a Participant
receives a distribution under the Plan, such Participant’s Account
Balance shall be reduced by the amount of the distribution no earlier
than one business day prior to the distribution. The Participant’s
Account Balance shall continue to be credited or debited on a daily
basis in accordance with this Section 3.3(a) during the period in
which the Participant or his or her Beneficiary is being paid a
Retirement Benefit, Survivor Benefit or Disability Benefit pursuant
to an Annual Installment Method. However, if a Participant
experiences a Termination of Employment, no additional amounts shall
be credited or debited to the Participant’s Account Balance in
accordance with this Section 3.3(a) after the date on which the
Participant’s vested Account Balance is calculated pursuant to
Section 6.1, regardless of whether the Participant’s Termination
Benefit is paid in a lump sum or pursuant to an Annual Installment
Method.
	 
	 	(b)	 	No Actual Investment. Notwithstanding any other provision of
this Plan that may be interpreted to the contrary, the Crediting Rate
is to be used for measurement purposes only, and the calculation of
additional amounts and the crediting or debiting of such amounts to a
Participant’s Account Balance shall not be considered or construed in
any manner as an actual investment of his or her Account Balance in
any underlying investment fund used by the Committee to calculate the
Crediting Rate. In the event that the Company or the trustee (as
that term is defined in the Trust), in its own discretion, decides to
invest funds in any underlying investment fund used by the Committee
to calculate the Crediting Rate, no Participant shall have any rights
in or to such investments themselves. Without limiting the
foregoing, a Participant’s Account Balance shall at all times be a
bookkeeping entry only and shall not represent any investment made on
his or her behalf by the Company or the Trust; the Participant shall
at all times remain an unsecured creditor of the Company.





	3.4	 	FICA and Other Taxes.





	 	(a)	 	Account Balance. When a participant becomes vested in a
portion of his or her Account Balance, the Participant’s Employer(s)
shall withhold from the Participant’s base annual salary and/or
bonus, in a manner determined by the Employer(s), the Participant’s
share of FICA and other employment taxes due on such vested portion
of his or her Account Balance. If necessary, the Committee may
reduce the vested portion of the Participant’s Account Balance in
order to comply with this Section 3.4.
	 
	 	(b)	 	Distributions. The Participant’s Employer(s), or the trustee
of the Trust, shall withhold from any payments made to a Participant
under this Plan all federal, state and local income, employment and
other taxes required to be withheld by the Employer(s), or the
trustee of the Trust, in connection with such payments, in amounts
and in a manner to be determined in the sole discretion of the
Employer(s) or the trustee of the Trust.




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ARTICLE 4

Deduction Limitation





	4.1	 	Deduction Limitation on Benefit Payments. If an Employer determines in
good faith prior to a Change in Control that there is a reasonable
likelihood that any compensation paid to a Participant for a taxable year
of the Employer would not be deductible by the Employer solely by reason
of the limitation under Code Section 162(m), then to the extent deemed
necessary by the Employer to ensure that the entire amount of any
distribution to the Participant pursuant to this Plan prior to the Change
in Control is deductible, the Employer may defer all or any portion of a
distribution under this Plan. Any amounts deferred pursuant to this
limitation shall continue to be credited/debited with additional amounts
in accordance with Section 3.3 above, even if such amount is being paid
out in installments. The amounts so deferred and amounts credited thereon
shall be distributed to the Participant or his or her Beneficiary (in the
event of the Participant’s death) at the earliest possible date, as
determined by the Employer in good faith, on which the deductibility of
compensation paid or payable to the Participant for the taxable year of
the Employer during which the distribution is made will not be limited by
Section 162(m), or if earlier, the effective date of a Change in Control.
Notwithstanding anything to the contrary in this Plan, the Deduction
Limitation shall not apply to any distributions made after a Change in
Control.




ARTICLE 5

Retirement Benefit





	5.1	 	Retirement Benefit. A Participant who Retires shall receive, as a
Retirement Benefit, his or her vested Account Balance, calculated as of
the close of business on or around a date following the Participant’s
Retirement, as selected by the Committee, in its sole discretion, based on
the date on which such payments commence pursuant to Section 5.2 below.
	 
	5.2	 	Payment of Retirement Benefit. A Participant, in connection with his or
her commencement of participation in the Plan, shall elect on an Election
Form to receive the Retirement Benefit in a lump sum or pursuant to an
Annual Installment Method of not less than 5 nor more than 15 years. The
Participant may change his or her election to an allowable alternative
payout period by submitting a new Election Form to the Committee, provided
that any such Election Form is submitted to and accepted by the Committee
in its sole discretion at least twelve (12) months prior to the
Participant’s Retirement. The Election Form most recently accepted by the
Committee shall govern the payout of the Retirement Benefit; provided,
however, that if the Participant’s vested Account Balance, calculated as
described in Section 5.1 above, is less than $100,000, the Participant
shall receive his or her Retirement Benefit in a lump sum payment,
regardless of any election such Participant may have made. If a
Participant does not make any election with respect to the payment of the
Retirement Benefit, then such benefit shall be payable in a lump sum. The
lump sum payment shall be made, or installment payments shall commence, no
later than sixty (60) days after the last day of
the Plan Year in which the Participant Retires. Remaining installments,
if any, shall be paid on or around the anniversary of the date on which
the previous installment payment was made.




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ARTICLE 6

Termination Benefit





	6.1	 	Termination Benefit. A Participant who experiences a Termination of
Employment shall receive a Termination Benefit, which shall be equal to
the Participant’s vested Account Balance, calculated as of the close of
business on or around the date on which the Participant experiences a
Termination of Employment, as determined by the Committee in its sole
discretion.
	 
	6.2	 	Payment of Termination Benefit. If a Participant’s vested Account
Balance, calculated as described in Section 6.1 above, is less than
$100,000, such Participant shall receive his or her Termination Benefit in
a lump sum payment. If a Participant’s vested Account Balance, calculated
as described in Section 6.1 above, is equal to or greater than $100,000,
then the Committee shall, in its sole discretion, pay such Participant’s
Termination Benefit in a lump sum or pursuant to an Annual Installment
Method over a period not to exceed 5 years. The lump sum payment shall be
made, or installment payments shall commence, no later than sixty (60)
days after the date on which the Participant experiences a Termination of
Employment. Remaining installments, if any, shall be paid no later than
sixty (60) days after each anniversary of the date on which the
Participant experienced a Termination of Employment.




ARTICLE 7

Disability Benefit





	7.1	 	Continued Eligibility. A Participant suffering a Disability shall, for
benefit purposes under this Plan, continue to be considered to be employed
and shall be eligible for the benefits provided for in Articles 5, 6, 7 or
9 in accordance with the provisions of those Articles. Notwithstanding
the above, the Committee shall have the right to, in its sole and absolute
discretion and for purposes of this Plan only, deem the Participant’s
employment to have terminated at any time after such Participant is
determined to be suffering a Disability.
	 
	7.2	 	Disability Benefit. If the Committee, in its sole and absolute
discretion, deems a Disabled Participant’s employment to have terminated
for purposes of this Plan, the Participant will receive a Disability
Benefit. The Disability Benefit shall be equal to his or her vested
Account Balance, calculated as of the close of business on or around the
date on which the Disabled Participant’s employment is deemed to have
terminated. If a Participant’s vested Account Balance, calculated as
described in the previous sentence, is less than $100,000, such
Participant shall receive his or her Disability Benefit in a lump sum
payment. If a Participant’s vested Account Balance, calculated as
described above, is equal to or greater than $100,000, the Committee
shall, in its sole discretion, pay such Participant’s Disability Benefit
in a lump sum or pursuant to an Annual Installment Method over a period
not to exceed 5 years. The lump sum payment shall be made, or installment
payments shall commence, within sixty (60) days of the date on which the
Disabled Participant’s employment is deemed to have terminated. Remaining
installments, if any, shall be paid no later than sixty (60) days after
each anniversary of the date on which the Disabled Participant’s
employment is deemed to have terminated.




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ARTICLE 8

Forfeiture of Benefits





	8.1	 	Forfeiture of Benefits. Notwithstanding any provision of this Plan to
the contrary, the right of a Participant and his or her Beneficiaries to
be eligible to receive or to continue to receive benefits hereunder is
expressly conditioned upon the Participant neither (i) having ceased to be
employed by the Company or any of its subsidiaries for Cause, nor (ii)
having violated any employment agreement or noncompete agreement between
the Participant and the Company or any of its subsidiaries. If the
Committee, in its sole discretion, determines that a Participant has
violated either of these conditions, the Participant and his or her
Beneficiaries shall forfeit any benefits not yet received under this Plan.




ARTICLE 9

Survivor Benefit





	9.1	 	Survivor Benefit. The Participant’s Beneficiary(ies) shall receive a
Survivor Benefit upon the Participant’s death which will be equal to (i)
the Participant’s vested Account Balance, calculated as of the close of
business on or around the date of the Participant’s death, as selected by
the Committee in its sole discretion, if the Participant dies prior to his
or her Retirement, Termination of Employment or Disability, or (ii) the
Participant’s unpaid Retirement Benefit, Termination Benefit or Disability
Benefit, as applicable, calculated as of the close of business on or
around the date of the Participant’s death, as selected by the Committee
in its sole discretion, if the Participant dies after his or her
Retirement, Termination of Employment or Disability, but before his or her
Retirement Benefit, Termination Benefit or Disability Benefit is paid in
full.
	 
	9.2	 	Payment of Survivor Benefit. If the Survivor Benefit, calculated as
described in Section 9.1 above, is less than $100,000, such Participant’s
Beneficiary(ies) shall receive the Survivor Benefit in a lump sum payment.
If the Survivor Benefit is equal to or greater than $100,000, the
Committee shall, in its sole discretion, pay such Survivor Benefit to the
Participant’s Beneficiary(ies) in a lump sum payment or pursuant to an
Annual Installment Method over a period not to exceed 5 years. The lump
sum payment shall be made, or installment payments shall commence, no
later than sixty (60) days after the date on which the Committee is
provided with proof that is satisfactory to the Committee of the
Participant’s death. Remaining installments, if any, shall be paid no
later than sixty (60) days after each anniversary of the date on which the
Committee is provided with proof that is satisfactory to the Committee of
the Participant’s death.




ARTICLE 10

Beneficiary Designation





	10.1	 	Beneficiary. Each Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as contingent)
to receive any benefits payable under the Plan to a beneficiary upon the
death of a Participant. The Beneficiary designated under this Plan




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	 	 	may be the same as or different from the Beneficiary designation under any other
plan of an Employer in which the Participant participates.
	 
	10.2	 	Beneficiary Designation; Change; Spousal Consent. A Participant shall
designate his or her Beneficiary by completing and signing the Beneficiary
Designation Form, and returning it to the Committee or its designated
agent. A Participant shall have the right to change a Beneficiary by
completing, signing and otherwise complying with the terms of the
Beneficiary Designation Form and the Committee’s rules and procedures, as
in effect from time to time. If the Participant names someone other than
his or her spouse as a Beneficiary and if the Committee requires that a
spousal consent be obtained with respect to such Participant, a spousal
consent, in the form designated by the Committee, must be signed by that
Participant’s spouse and returned to the Committee. Upon the acceptance
by the Committee of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be canceled. The Committee shall be
entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his or her death.
	 
	10.3	 	Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received and acknowledged in writing by the
Committee or its designated agent.
	 
	10.4	 	No Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant’s benefits, then the
Participant’s designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant’s
estate.
	 
	10.5	 	Doubt as to Beneficiary. If the Committee has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, the Committee shall
have the right, exercisable in its discretion, to cause the Participant’s
Employer to withhold such payments until this matter is resolved to the
Committee’s satisfaction.
	 
	10.6	 	Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to the
Participant, and that Participant’s Plan Agreement shall terminate upon
such full payment of benefits.




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ARTICLE 11

Leave of Absence





	11.1	 	Leave of Absence. If a Participant is authorized by the Participant’s
Employer to take a paid or unpaid leave of absence from the employment of
the Employer for any reason, the Participant shall continue to be
considered employed by the Employer and be eligible for the benefits
provided for in Articles 5, 6, 7 or 9 in accordance with the provisions of
those Articles.




ARTICLE 12

Termination, Amendment or Modification





	12.1	 	Termination. Although each Employer anticipates that it will continue
the Plan for an indefinite period of time, there is no guarantee that any
Employer will continue the Plan or will not terminate the Plan at any time
in the future. Accordingly, each Employer reserves the right to
discontinue its participation in the Plan and/or to terminate the Plan at
any time with respect to any or all of its participating Employees, by
action of its board of directors. Upon the termination of the Plan with
respect to any Employer, the Plan Agreements of the affected Participants
who are employed by that Employer shall terminate and their Account
Balances, determined as if they had experienced (i) a Termination of
Employment on the date of Plan termination; or (ii) if Plan termination
occurs after the date upon which a Participant was eligible to Retire,
then with respect to that Participant as if he or she had Retired on the
date of Plan termination. Such benefits shall be paid to the Participants
as follows: (a) prior to a Change in Control, if the Plan is terminated
with respect to all of its Participants, an Employer shall have the right,
in its sole discretion, and notwithstanding any elections made by the
Participant, to pay such benefits in a lump sum or pursuant to the Annual
Installment Method over 15 years, with amounts credited and debited during
the installment period as provided herein; or (b) prior to a Change in
Control, if the Plan is terminated with respect to less than all of its
Participants, an Employer shall be required to pay such benefits in a lump
sum; or (c) after a Change in Control, if the Plan is terminated with
respect to some or all of its Participants, the Employer shall be required
to pay such benefits in a lump sum. The termination of the Plan shall not
adversely affect any Participant or Beneficiary who has become entitled to
the payment of any benefits under the Plan as of the date of termination;
provided, however, that the Employer shall have the right to accelerate
installment payments without a premium or prepayment penalty by paying the
Account Balance in a lump sum or pursuant to an Annual Installment Method
using fewer years.





	12.2	 	Amendment. The Compensation Committee may, at any time, amend or modify
the Plan in whole or in part; provided, however, that: (i) no amendment or
modification shall be effective to decrease or restrict the value of a
Participant’s Account Balance in existence at the time the amendment or
modification is made, calculated as if the Participant had experienced a
Termination of Employment as of the effective date of the amendment or
modification or, if the amendment or modification occurs after the date
upon which the Participant was eligible to Retire, then with respect to
that Participant as if he or she had Retired as of the effective date of
the amendment or modification, and (ii) no amendment or modification
of this Section 12.2 or Section 13.2 of the Plan shall be effective. The
amendment or modification of the Plan shall not




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	 	 	affect any Participant or
Beneficiary who has become entitled to the payment of benefits under the
Plan as of the date of the amendment or modification; provided, however,
that an Employer shall have the right to accelerate installment payments
by paying the Account Balance in a lump sum or pursuant to an Annual
Installment Method using fewer years.
	 
	12.3	 	Plan Agreement. Despite the provisions of Sections 12.1 and 12.2 above,
if a Participant’s Plan Agreement contains benefits or limitations that
are not in this Plan document, the Employer may only amend or terminate
such provisions with the consent of the Participant.
	 
	12.4	 	Effect of Payment. The full payment of the applicable benefit under
Articles 4, 5, 6, 7 or 9 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries under
this Plan and the Participant’s Plan Agreement shall terminate.




ARTICLE 13

Administration





	13.1	 	Committee Duties. Except as otherwise provided in this Article 13, this
Plan shall be administered by the Administrative Committee, which shall
consist of the Chief Executive Officer, the Chief Financial Officer and
the Chief Human Resources Officer of the Company. Members of the
Committee may be Participants under this Plan. The Committee shall also
have the discretion and authority to (i) make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of
this Plan and (ii) decide or resolve any and all questions including
interpretations of this Plan, as may arise in connection with the Plan.
Any individual serving on the Committee who is a Participant shall not
vote or act on any matter relating solely to himself or herself. When
making a determination or calculation, the Committee shall be entitled to
rely on information furnished by a Participant or the Company.
	 
	13.2	 	Administration Upon Change In Control. For purposes of this Plan, the
Company shall be the “Administrator” at all times prior to the occurrence
of a Change in Control. Within one-hundred and twenty (120) days
following a Change in Control, an independent third party “Administrator”
may be selected by the individual who, immediately prior to the Change in
Control, was the Company’s Chief Executive Officer or, if not so
identified, the Company’s highest ranking officer (the “Ex-CEO”), and
approved by the Trustee. The Committee, as constituted prior to the
Change in Control, shall continue to be the Administrator until the
earlier of (i) the date on which such independent third party is selected
and approved, or (ii) the expiration of the one-hundred and twenty (120)
day period following the Change in Control. If an independent third party
is not selected within one-hundred and twenty (120) days of such Change in
Control, the Committee, as described in Section 13.1 above, shall be the
Administrator. The Administrator shall have the discretionary power to
determine all questions arising in connection with the administration of
the Plan and the interpretation of the Plan and Trust including, but not
limited to benefit entitlement determinations; provided, however,
upon and after the occurrence of a Change in Control, the
Administrator shall have no power to direct the
investment of Plan or Trust assets or select any investment manager or
custodial firm for the Plan or Trust. Upon and after the occurrence of a
Change in Control, the Company must: (1) pay all reasonable administrative
expenses and fees of the Administrator; (2) indemnify the




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	 	 	Administrator against any costs, expenses and liabilities including, without limitation,
attorney’s fees and expenses arising in connection with the performance of
the Administrator hereunder, except with respect to matters resulting from
the gross negligence or willful misconduct of the Administrator or its
employees or agents; and (3) supply full and timely information to the
Administrator on all matters relating to the Plan, the Trust, the
Participants and their Beneficiaries, the Account Balances of the
Participants, the date and circumstances of the Retirement, Disability,
death or termination of employment of the Participants, and such other
pertinent information as the Administrator may reasonably require. Upon
and after a Change in Control, the Administrator may be terminated (and a
replacement appointed) by the Trustee only with the approval of the
Ex-CEO. Upon and after a Change in Control, the Administrator may not be
terminated by the Company.
	 
	13.3	 	Agents. In the administration of this Plan, the Committee may, from time
to time, employ agents and delegate to them such administrative duties as
it sees fit (including acting through a duly appointed representative) and
may from time to time consult with counsel who may be counsel to any
Employer.
	 
	13.4	 	Binding Effect of Decisions. The decision or action of the Administrator
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules
and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Plan.
	 
	13.5	 	Indemnity of Committee. All Employers shall indemnify and hold harmless
the members of the Committee, any Employee to whom the duties of the
Committee may be delegated, and the Administrator against any and all
claims, losses, damages, expenses or liabilities arising from any action
or failure to act with respect to this Plan, except in the case of willful
misconduct by the Committee, any of its members, any such Employee or the
Administrator.
	 
	13.6	 	Employer Information. To enable the Committee and/or Administrator to
perform its functions, the Company and each Employer shall supply full and
timely information to the Committee and/or Administrator, as the case may
be, on all matters relating to the compensation of its Participants, the
date and circumstances of the Retirement, Disability, death or Termination
of Employment of its Participants, and such other pertinent information as
the Committee or Administrator may reasonably require.




ARTICLE 14

Other Benefits and Agreements





	14.1	 	Coordination with Other Benefits. The benefits provided for a
Participant and Participant’s Beneficiary under the Plan are in addition
to any other benefits available to such Participant under any other plan or
program for employees of the Participant’s Employer. The Plan shall
supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided. Any benefits paid
under this Plan shall not be includible in creditable compensation in
computing benefits under any employee benefit plans of the Company, or any
Employer, except to the extent provided thereunder.




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ARTICLE 15

Claims Procedures





	15.1	 	Presentation of Claim. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a
“Claimant”) may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant
from the Plan. If such a claim relates to the contents of a notice
received by the Claimant, the claim must be made within sixty (60) days
after such notice was received by the Claimant. All other claims must be
made within 180 days of the date on which the event that caused the claim
to arise occurred. The claim must state with particularity the
determination desired by the Claimant.
	 
	15.2	 	Notification of Decision. The Committee shall consider a Claimant’s
claim within a reasonable time, but no later than forty-five (45) days
after receiving the claim. If the Committee determines that special
circumstances require an extension of time for processing the claim, the
Committee may extend the period for up to thirty (30) days, provided that
written notice of the extension is furnished to the Claimant prior to the
expiration of the initial forty-five (45) day period. If, prior to the
end of the first thirty-day extension period, the Committee determines
that, due to matters beyond its control, a decision cannot be rendered
within that extension period, the period for making the determination may
be extended for up to an additional thirty (30) days, provided that
written notice of the extension is furnished to the Claimant prior to the
expiration of the first thirty (30) day extension period. In no event
shall such extensions exceed a period of sixty (60) days from the end of
the initial forty-five (45) day period. Any extension notice which must
be provided to the Claimant shall indicate the special circumstances
requiring an extension of time, the date by which the Committee expects to
render the benefit determination, the standards on which entitlement to a
benefit is based, the unresolved issues that prevent a decision on the
claim, and the additional information needed to resolve those issues, and
the Claimant shall be afforded at least forty-five (45) days within which
to provide the specified information. The Committee shall notify the
Claimant in writing:





	 	(a)	 	that the Claimant’s requested determination has been made, and
that the claim has been allowed in full; or
	 
	 	(b)	 	that the Committee has reached a conclusion contrary, in whole
or in part, to the Claimant’s requested determination, and such
notice must set forth in a manner calculated to be understood by the
Claimant:





	 	(i)	 	the specific reason(s) for the denial of the claim,
or any part of it;
	 
	 	(ii)	 	specific reference(s) to pertinent provisions of
the Plan upon which such denial was based;
	 
	 	(iii)	 	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;
	 
	 	(iv)	 	an explanation of the claim review procedure set
forth in Section 15.3 below;




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	 	(v)	 	a statement of the Claimant’s right to bring a
civil action under ERISA Section 502(a) following an adverse
benefit determination on review;
	 
	 	(vi)	 	if the Claimant is requesting a Disability Benefit
pursuant to Article 7, the Claimant must be provided a copy of
the internal rule, guideline or protocol that was relied upon
by the Committee to make the adverse determination or a
statement that such rule was relied upon and that a copy of the
rule will be provided to the Claimant free of charge upon
request; and
	 
	 	(vii)	 	if the Claimant is requesting a Disability Benefit
pursuant to Article 7, and the Committee’s adverse
determination is based on a medical necessity or experimental
treatment, the Claimant must be provided with an explanation of
the scientific or clinical judgment for the determination or a
statement that such explanation will be provided free of charge
to the Claimant upon request.





	15.3	 	Review of a Denied Claim. On or before one-hundred and eighty (180) days
after receiving a notice from the Committee that a claim has been denied,
in whole or in part, a Claimant (or the Claimant’s duly authorized
representative) may file with the Committee a written request for a review
of the denial of the claim. The Claimant (or the Claimant’s duly
authorized representative):





	 	(a)	 	may, upon request and free of charge, have reasonable access
to, and copies of, all documents, records and other information
relevant to the claim for benefits;
	 
	 	(b)	 	may submit written comments or other documents; and/or
	 
	 	(c)	 	may request a hearing, which the Committee, in its sole
discretion, may grant.





	15.4	 	Decision on Review. The Committee shall render its decision on review
promptly, and no later than forty-five (45) days after the Committee
receives the Claimant’s written request for a review of the denial of the
claim. If the Committee determines that special circumstances require an
extension of time for processing the claim, written notice of the
extension shall be furnished to the Claimant prior to the termination of
the initial forty-five (45) day period. In no event shall such extension
exceed a period of forty-five (45) days from the end of the initial
forty-five (45) day period. The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which
the Committee expects to render the benefit determination. In rendering
its decision, the Committee shall take into account all comments,
documents, records and other information submitted by the Claimant
relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination.
Additionally, if the Claimant is requesting a Disability Benefit pursuant
to Article 7, (i) the Committee may not afford deference to the
Committee's initial benefit determination, and (ii) the review
on the appeal conducted by the same individual who made the initial adverse
benefit determination nor the subordinate of such individual. If the
Claimant is requesting a Disability Benefit pursuant to Article 7, and the
initial claim was denied on the grounds of a medical judgment, (1) the
Committee must consult with a health care professional who has appropriate
training and experience in the field of medicine involved with respect to
the claim, (2) the health care professional engaged to review the claim on
appeal may not be an individual who was consulted with respect to the
initial benefit decision nor the subordinate of such individual, and (3)
health




-17-









 





care professionals whose advice was obtained with respect to the
initial claim must be identified to the Claimant, even if such advice was
not relied upon by the Committee in making its initial benefit decision.
The Committee’s decision on review must be written in a manner calculated
to be understood by the Claimant, and it must contain:




	 	(a)	 	specific reasons for the decision;
	 
	 	(b)	 	specific reference(s) to the pertinent Plan provisions upon
which the decision was based;
	 
	 	(c)	 	a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to and copies of, all
documents, records and other information relevant (as defined in
applicable ERISA regulations) to the Claimant’s claim for benefits;
	 
	 	(d)	 	a statement of the Claimant’s right to bring a civil action
under ERISA Section 502(a);
	 
	 	(e)	 	if the Claimant is requesting a Disability Benefit pursuant to
Article 7, and the Committee makes an adverse benefit claim
determination, a copy of the internal rule, guideline or protocol
that was relied upon by the Committee to make the adverse
determination or a statement that such rule was relied upon and that
a copy of the rule will be provided to the claimant free of charge
upon request;
	 
	 	(f)	 	if the Claimant is requesting a Disability Benefit pursuant to
Article 7, the Committee makes an adverse benefit claim
determination, and the Committee’s adverse determination is based on
a medical necessity or experimental treatment, an explanation of the
scientific or clinical judgment for the determination or a statement
that such explanation will be provided free of charge to the Claimant
upon request; and
	 
	 	(g)	 	if the Claimant is requesting a Disability Benefit pursuant to
Article 7, the following statement: “You and your plan may have other
voluntary alternative dispute resolution options, such as mediation.
One way to find out what may be available is to contact your local
U.S. Department of Labor Office and your State insurance regulatory
agency.”





	15.5	 	Legal Action. A Claimant’s compliance with the foregoing provisions of
this Article 15 is a mandatory prerequisite to a Claimant’s right to
commence any legal action with respect to any claim for benefits under
this Plan.




ARTICLE 16

Trust





	16.1	 	Establishment of the Trust. In order to provide assets from which to
fulfill the obligations of the Participants and their beneficiaries under
the Plan, the Company may establish a Trust by a trust agreement with a
third party, the trustee, to which each Employer may, in its discretion,
contribute cash or other property, including securities issued by the
Company, to provide for the benefit payments under the Plan.
	 
	16.2	 	Interrelationship of the Plan and the Trust. The provisions of the Plan
and the Plan Agreement shall govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the Trust shall
govern the rights of the Employers, Participants and the




-18-









 





creditors of the Employers to the assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations under the Plan.




	16.3	 	Distributions From the Trust. Each Employer’s obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of
the Trust, and any such distribution shall reduce the Employer’s
obligations under this Plan.




ARTICLE 17

Miscellaneous





	17.1	 	Status of Plan. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that “is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1). The Plan shall be administered and interpreted to the extent
possible in a manner consistent with that intent.
	 
	17.2	 	Unsecured General Creditor. Participants and their Beneficiaries, heirs
and successors shall have no legal or equitable rights, interests or
claims in any property or assets of an Employer. For purposes of the
payment of benefits under this Plan, any and all of an Employer’s assets
shall be, and remain, the general, unpledged unrestricted assets of the
Employer. An Employer’s obligation under the Plan shall be merely that of
an unfunded and unsecured promise to pay money in the future.
	 
	17.3	 	Employer’s Liability. An Employer’s liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement, as
entered into between the Employer and a Participant. An Employer shall
have no obligation to a Participant under the Plan except as expressly
provided in the Plan and his or her Plan Agreement.
	 
	17.4	 	Nonassignability. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any
part thereof, which are, and all rights to which are
expressly declared to be, unassignable and non-transferable. No part of
the amounts payable shall, prior to actual payment, be subject to seizure,
attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any
other person, be transferable by operation of law in the event of a
Participant’s or any other person’s bankruptcy or insolvency or be
transferable to a spouse as a result of a property settlement or
otherwise.
	 
	17.5	 	Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged to
be an “at will” employment relationship that can be terminated at any time
for any reason, or no reason, with or without cause, and with or without
notice, unless expressly provided in a written employment agreement.
Nothing in this Plan shall be deemed to give a Participant the right to be
retained in the service of any Employer as an Employee or to interfere
with the right of any Employer to discipline or discharge the Participant
at any time.




-19-









 






	17.6	 	Furnishing Information. A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be requested
in order to facilitate the administration of the Plan and the payments of
benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.
	 
	17.7	 	Terms. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where they
would so apply; and whenever any words are used herein in the singular or
in the plural, they shall be construed as though they were used in the
plural or the singular, as the case may be, in all cases where they would
so apply.
	 
	17.8	 	Obligations to the Company. If a Participant becomes entitled to a
distribution of benefits under the Plan, and if at such time the
Participant has outstanding any debt, obligation, or other liability
representing an amount owed to the Company, or an Employer, the payment to
the Participant or his or her Beneficiary shall be reduced by, or set off
against, the amount of such indebtedness or claim, and the Participant, as
a condition of participation hereunder, consents to such set-off. In
addition to the foregoing, the payment to a Participant or his or her
Beneficiary also shall be reduced by the Company’s costs and expenses,
including reasonable attorneys’ and accountants’ fees, incurred in
defending any claim for benefits brought against it by such Participant or
Beneficiary.
	 
	17.9	 	Captions. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.
	 
	17.10	 	Governing Law. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State of
Illinois without regard to its conflicts of laws principles.
	 
	17.11	 	Notice. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:




	 	 	 	 	 
	    

	 	USF Corporation

Attn: Senior Vice President of Human Resources

8550 W. Bryn Mawr Avenue Suite 700

Chicago, IL 60631

	 	    








Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.




Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered, or
sent by mail, to the last known address of the Participant.




	17.12	 	Successors. The provisions of this Plan shall bind and inure to the
benefit of the Participant’s Employer and its successors and assigns and
the Participant and the Participant’s designated Beneficiaries.




-20-









 





	17.13	 	Spouse’s Interest. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in
any manner, including but not limited to such spouse’s will, nor shall
such interest pass under the laws of intestate succession.
	 
	17.14	 	Validity. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as
if such illegal or invalid provision had never been inserted herein.
	 
	17.15	 	Incompetent. If the Committee determines in its discretion that a
benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that
person’s property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of
such minor, incompetent or incapable person. The Committee may require
proof of minority, incompetence, incapacity or guardianship, as it may
deem appropriate prior to distribution of the benefit. Any payment of a
benefit shall be a payment for the account of the Participant and the
Participant’s Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment amount.
	 
	17.16	 	Court Order. The Committee is authorized to make any payments directed
by court order in any action in which the Plan or the Committee has been
named as a party. In addition, if a court determines that a spouse or
former spouse of a Participant has an interest in the Participant’s
benefits under the Plan in connection with a property settlement or
otherwise, the Committee, in its sole discretion, shall have the right,
notwithstanding any election made by a Participant, to immediately
distribute the spouse’s or former spouse’s interest in the Participant’s
benefits under the Plan to that spouse or former spouse.
	 
	17.17	 	Distribution in the Event of Taxation.





	 	(a)	 	In General. If, for any reason, all or any portion of a
Participant’s benefits under this Plan becomes taxable to the
Participant prior to receipt, a Participant may petition the
Committee before a Change in Control, or the trustee of the Trust
after a Change in Control, for a distribution of that portion of his
or her benefit that has become taxable. Upon the grant of such a
petition, which grant shall not be unreasonably withheld (and, after
a Change in Control, shall be granted), a Participant’s Employer
shall distribute to the Participant immediately available funds in an
amount equal to the taxable portion of his or her benefit (which
amount shall not exceed a Participant’s unpaid vested Account Balance
under the Plan). The tax liability distribution shall be made within
90 days of the date when the Participant’s petition is granted. Such
a distribution shall affect and reduce the benefits to be paid under
this Plan.
	 
	 	(b)	 	Trust. If the Trust terminates in accordance with its terms
and benefits are distributed from the Trust to a Participant in
accordance therewith, the Participant’s benefits under this Plan
shall be reduced to the extent of such distributions.





	17.18	 	Insurance. The Employers, on their own behalf or on behalf of the
trustee of the Trust, and, in their sole discretion, may apply for and
procure insurance on the life of the Participant, in such amounts and in
such forms as they may choose. The Employers or the trustee of the Trust,
as the




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case may be, shall be the sole owner and beneficiary of any such
insurance. The Participant shall have no interest whatsoever in any such
policy or policies, and at the request of the Employers shall submit to
medical examinations and supply such information and execute such
documents as may be required by the insurance company or companies to whom
the Employers have applied for insurance.




	17.19	 	Legal Fees To Enforce Rights After Change in Control. The Company and
each Employer is aware that upon the occurrence of a Change in Control,
the Board or the board of directors of a Participant’s Employer (which
might then be composed of new members) or a shareholder of the Company or
the Participant’s Employer, or of any successor corporation might then
cause or attempt to cause the Company, the Participant’s Employer or such
successor to refuse to comply with its obligations under the Plan and
might cause or attempt to cause the Company or the Participant’s Employer
to institute, or may institute, litigation seeking to deny Participants
the benefits intended under the Plan. In these circumstances, the purpose
of the Plan could be frustrated. Accordingly, if, following a Change in
Control, it should appear to any Participant that the Company, the
Participant’s Employer or any successor corporation has failed to comply
with any of its obligations under the Plan or any agreement thereunder or,
if the Company, such Employer or any other person takes any action to
declare the Plan void or unenforceable or institutes any litigation or
other legal action designed to deny, diminish or to recover from any
Participant the benefits intended to be provided, then the Company and the
Participant’s Employer irrevocably authorize such Participant to retain
counsel of his or her choice at the expense of the Company and the
Participant’s Employer (who shall be jointly and severally liable) to
represent such Participant in connection with the initiation or defense of
any litigation or other legal action,
whether by or against the Company, the Participant’s Employer or any
director, officer, shareholder or other person affiliated with the
Company, the Participant’s Employer or any successor thereto in any
jurisdiction.





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