Exhibit 10(e)-1


 


TCF CHIEF
EXECUTIVE OFFICER


EMPLOYMENT
AGREEMENT


 


 


THIS AGREEMENT, made and entered into as of January 1,
2006 between TCF FINANCIAL CORPORATION, a Delaware corporation (the “Company”),
and Lynn A. Nagorske (the “Executive”).


 


 


R
E  C  I  T  A  L  S :


 


WHEREAS, the Executive has been elected to
the position of Chief Executive Officer of the Company effective as of the date
first set forth above;


 


WHEREAS, the Executive is currently employed
by the Company as President and Chief Operating Officer and by TCF National
Bank (“TCF Bank”), a subsidiary of the Company, as its Chairman, and Company
and Executive are currently parties to a “Change in Control Agreement” and a “Non-Solicitation
and Confidentiality Agreement”, both entered into as of September 12, 2000
and expiring January 1, 2008 or sooner, (the “Prior Agreements”);


 


WHEREAS, the Executive and the Company wish
to enter into this Agreement to provide for the continued employment of
Executive by Company, but in his new position, and to supersede and replace the
Prior Agreements;


 


WHEREAS, the Executive and the Company are
willing to enter into this Agreement upon the terms and conditions set forth
herein; and


 


WHEREAS, the Executive and the Company are
contemporaneously with the execution and delivery of this Agreement entering
into the Change in Control Agreement (the “CIC Agreement”) and the CIC
Agreement is material consideration for the Executive to enter into this
Agreement,


 


NOW, THEREFORE, in consideration of the
mutual promises and agreements set forth herein and in the CIC Agreement, the
parties hereby agree as follows:


 


1.             Employment and Duties.        The
parties hereby agree that, during the term of this Agreement as set forth in paragraph
2 below, the Executive shall be employed as Chief Executive Officer of the Company
with overall charge and responsibility for the business and affairs of the Company
and the Executive’s powers and authority shall be superior to those of any other
officer or employee of the Company or its subsidiaries.  If elected, Executive also agrees to serve as
Chairman of the Board of Directors of the Company.  In discharging such duties and responsibilities,
the Executive may also serve as an executive officer and/or director of any
direct or indirect subsidiary of the Company (collectively the “TCF
Subsidiaries”). During the term of this Agreement, the Executive shall apply on
a full-time basis (allowing for usual vacations and 


 


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sick leave) all of his skill
and experience to the performance of his duties in his positions with the
Company and the TCF Subsidiaries. It is understood that the Executive may have
other business investments and participate in other business ventures which
may, from time to time, require minor portions of his time, but which shall not
interfere or be inconsistent with his duties under this Agreement. The
Executive shall perform his duties at the Company’s principal executive offices
in Wayzata, Minnesota or at such other location as may be mutually agreed upon
by the Executive and the Company; provided that the Executive shall travel to
other locations at such times as may be necessary for the performance of his
duties under this Agreement.


 


2.             Term
of Employment. Unless sooner terminated as provided in paragraph 4 below,
the term of this Agreement shall commence on the date hereof and shall continue
through December 31, 2008; provided that the term shall be automatically
extended for one year on each January 1st commencing January 1, 2009
unless either party gives written notice of non-renewal to the other six months
prior to the date on which the automatic extension would be effective.


 


3.             Compensation
and Benefits. During the term of this Agreement, the Executive shall be
entitled to the following compensation and benefits:


 


(a)           Base
Salary. As compensation for the Executive’s services, the Executive shall
be paid a base salary at a minimum annual rate of $700,000 payable in
accordance with the Company’s customary payroll policy, which salary shall be
reviewed and may be increased from time to time at the discretion of the Board
of Directors (the “Base Salary”); provided that the amount of the Base Salary
shall not be reduced after it has been increased by the Board of Directors
without the Executive’s written consent.


 


(b)           Bonus.
The Executive shall, in addition to the Base Salary, also be entitled to an
annual bonus opportunity (the “Annual Bonus”) based on the achievement by the
Company of performance goals established by the Compensation Committee of the
Company’s Board of Directors.


 


(c)           Stock
Incentives. The Executive shall be eligible to receive stock options,
restricted stock and stock appreciation rights under any stock based plan from
time to time adopted by the Company (the “Stock Plans”), at least on the same
basis as other executive officers of the Company as from time to time
determined by the Board of Directors or Compensation Committee of the Company.


 


(d)           Reimbursement
of Expenses. The Company shall reimburse the Executive for all business
expenses properly documented, including without limitation, the Executive’s
legal fees incurred in the preparation of this Agreement.


 


(e)           Automobile.
The Company shall provide to Executive, in accordance with the Company’s
practice from time to time for senior executives, with the use of a full-size
automobile and all related expenses associated therewith.


 


(f)            Other
Benefits. The Executive shall be entitled to participate and shall be
included in any employee benefit plan, pension plan, supplemental employee
retirement plan, 


 


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fringe benefit programs or
similar plan of the Company now existing or established hereafter to the extent
that he is eligible under the general provisions thereof.


 


(g)           Perquisites.
The Executive shall be entitled to such perquisites as are approved annually by
the Compensation Committee of the Board of Directors.


 


(h)           Return
of Compensation under Section 304 of the Sarbanes-Oxley Act. Notwithstanding
anything in this Agreement to the contrary, in the event of a restatement of
financial results by the Company, the Audit Committee of the Board of Directors
shall determine (after reasonable notice to the Executive and an opportunity
for the Executive, together with his legal counsel, to be heard before the
Audit Committee) whether or not repayment of any compensation is required under
Section 304 of the Sarbanes-Oxley Act. If the Audit Committee determines
that such repayment is required, the Committee shall make a demand for
repayment by Executive of any bonus or other incentive-based or equity-based
compensation, and any profits realized from the sale of TCF stock or other TCF
securities, which are required to be returned to the Company as a result of Section 304
of the Sarbanes-Oxley Act. Executive shall promptly tender such repayment
unless he disputes the findings of the Audit Committee, in which case the
parties shall submit the dispute to arbitration as provided in paragraph 7 of
this Agreement.


 


4.             Termination
of Employment.


 


(a)           Death,
or Disability, Retirement or Voluntary Resignation. In the event of the
Executive’s death, or disability as defined in the Company’s long term
disability plan then in effect, or retirement (termination by Executive which
the Compensation Committee determines is a retirement) the employment of the
Executive hereunder shall terminate and the Company’s obligation to make
further Base Salary and Annual Bonus (to the extent not yet earned) payments
hereunder shall thereupon terminate as of the end of the month in which such
death or disability occurs. In the event of Executive’s termination of
employment without Good Reason other than a retirement (“Voluntary Resignation”)
the Company shall have no obligation to pay Base Salary (other than through
Executive’s last day of employment) and no obligation to pay any Annual Bonus
after the Executive’s employment termination date. The Executive’s (and his
beneficiaries’) rights to other compensation and benefits shall be determined
under the Company’s benefit plans and policies applicable to Company executives
then in effect.


 


(b)           Termination
for Cause by the Company. By following the procedure set forth in paragraph
4(e), the Company shall have the right to terminate the employment of the
Executive for “Cause” in the event the Executive: (i) has engaged in
willful and recurring misconduct in not following the legitimate directions of
the Board of Directors of the Company after fair warning; (ii) has been
convicted of a felony and all appeals from such conviction have been exhausted;
(iii) has engaged in habitual drunkenness; (iv) has been excessively
absent from work which absence is not related to disability, illness, sick
leave or vacations; or (v) has engaged in continuous conflicts of interest
between his personal interests and the interests of the Company after fair
warning. If the employment of the Executive is terminated by the Company for
Cause, the Company’s obligation to make further Base Salary and Annual Bonus
(to the extent not yet earned) payments hereunder shall thereupon terminate,
except the Executive shall receive the Base Salary through the end of the month
during which such a termination occurs. The 


 


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Executive’s rights to other
compensation and benefits shall be determined under the Company’s benefit plans
and policies applicable to executives of the Company then in effect.


 


(c)           Termination
for Good Reason by the Executive.  By
following the procedure set forth in paragraph 4(e), the Executive shall have
the right to terminate the Executive’s employment with the Company for “Good
Reason” in the event (i) the Executive is not at all times the duly
elected Chief Executive Officer of the Company or such other officer position
to which the Board of Directors may elect him and which Executive agrees to
assume; (ii) there is any material reduction in the scope of the Executive’s
authority and responsibility (provided, however, in the event of any illness or
injury which disables the Executive from performing the Executive’s duties, the
Company may reassign the Executive’s duties to one or more other employees
until the Executive is able to perform such duties); (iii) there is a
reduction in the Executive’s Base Salary, an amendment to any stock incentive
plan, pension plan or supplemental employee retirement plan applicable to the
Executive which is materially adverse to the Executive, or a material reduction
in the other benefits to which the Executive is entitled under paragraph 3(f) above
(other than a reduction applied to executives or employees generally); or (iv) the
Company requires the Executive’s principal place of employment to be anywhere
other than the Company’s principal executive offices, or there is a relocation
of the Company’s principal executive offices outside of Wayzata, Minnesota; or (v) the
Company otherwise fails to perform its obligations under this Agreement. If the
employment of the Executive is terminated by the Executive for Good Reason
before a change in control as defined in the CIC Agreement (“Change in Control”),
the Executive shall be entitled to the severance benefits set forth in
paragraph 4(f) below.


 


(d)           Termination
without Cause. The Company may terminate the Executive’s employment without
Cause prior to the expiration of the term of this Agreement. If the employment
of the Executive is terminated by the Company without Cause prior to the
expiration of this Agreement, before a Change in Control, the Executive shall
be entitled to the severance benefits set forth in paragraph 4(f) below.


 


(e)           Notice
of Right to Cure.


 


(i) Termination
by Company for Cause. If the Company proposes to terminate the employment
of the Executive for Cause under paragraph 4(b), the Company shall give written
notice to the Executive specifying the reasons for such proposed determination
with particularity and specifying a cure the Company deems appropriate, and, in
the case of a termination for Cause under paragraphs 4(b)(i) (including
any breach of the provisions of paragraph 5 below), (iii) or (iv), or (v) the
Executive shall have a reasonable opportunity to correct any curable situation
to the reasonable satisfaction of the Board of Directors of the Company, which
period shall be no less than fifteen (15) days from the Executive’s receipt of
the notice of proposed termination. Notwithstanding the foregoing, the
Executive’s employment shall not be terminated for Cause unless and until there
shall be delivered to the Executive a copy of the resolution duly adopted by
the affirmative vote of not less than the majority of the members of the Board
of Directors of the Company at a meeting called and held for the purpose (after
reasonable notice to the Executive and an opportunity for the Executive,
together with his legal counsel, to be heard before the Board of Directors)
finding that, in the opinion of the Company’s Board of Directors, the Executive
has engaged in conduct justifying a termination for Cause.


 


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(ii) Termination
by Executive for Good Reason. If the Executive proposes to terminate his
employment for Good Reason under paragraph 4(c) above, the Executive shall
give written notice to the Company, specifying the reason therefore with
particularity and specifying a cure the Executive deems appropriate for matters
covered by paragraph 4(c) (iii) or (v) above. In the event the
Executive proposes to terminate his employment for Good Reason under paragraph
4(c)(i), (ii), or (iv) above, the termination shall be effective on the
date of such notice. In the event the Executive proposes to terminate his
employment for Good Reason under paragraph 4(c)(iii) or (v) above,
the Company will have an opportunity to correct a curable situation to the
reasonable satisfaction of the Executive within the period of time specified in
the notice which shall not be less than fifteen (15) days. If such correction
is not so made or the circumstances or situation is such that it is not
curable, the Executive may, within fifteen (15) days after the expiration of
the time so fixed within which to correct such situation, give written notice
to the Company that his employment is terminated for Good Reason effective
forthwith.


 


(f)            Severance
Benefits. If the Executive is entitled to severance benefits under this
paragraph 4(f) pursuant to paragraph 4(c) or (d), the Executive shall
be provided with the following benefits:


 


(i)            Base Salary and Annual Bonus.
The Company shall pay the Executive, no later than 30 days after Executive’s
termination of employment, in a single sum, an amount equal to three times the
sum of (x) the Executive’s annual salary at the time of termination; and (y)
the average Annual Bonus paid or payable to Executive in respect of the three
calendar years immediately preceding the year in which termination occurs. In
the event Executive’s termination occurs after the end of a calendar year, but
before a bonus earned in that calendar year has been paid, the Company shall
pay such bonus to Executive in addition to the amount otherwise payable under
this paragraph (i).


 


(ii)           Medical and Other Benefits
Continuation. Executive shall be entitled to continuation of Company
medical coverage for the full period provided under the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”) at Company expense. If eligible,
Executive shall participate in retiree medical coverage of the Company on the
same terms and conditions as apply to TCF employees generally. Executive shall
also be entitled to continuation of all other benefits after employment
termination as provided by the benefit plans or by law; provided that, if
Executive obtains new employment with comparable benefits during the Severance
Period, all entitlements under this paragraph shall cease. Nothing in this
paragraph shall be construed as providing Executive with coverage under any
plan of Employer to which Executive would not otherwise be entitled and in the
event any coverage is unavailable, e.g. if Executive is uninsurable, Employer’s
obligations under this paragraph may be satisfied by paying to the Executive
the cost of such coverage if it were available, as determined in good faith by
the Company.


 


(iii)          Stock Incentives. Executive
shall be entitled to such vesting or other benefits as are provided by the
award agreement pertaining thereto.


 


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(g)           Benefits in Lieu of Severance Pay
Policy. The severance benefits provided for in this paragraph 4 are in lieu
of any benefits that would otherwise be provided to the Executive under the
Company’s severance pay policy and the Executive shall not be entitled to any
benefits under the Company’s severance pay policy.


 


(h)           No
Funding of Severance. Nothing contained in this Agreement or otherwise
shall require the Company to segregate, earmark or otherwise set aside any
funds or other assets to provide for any payments required to be made under
this paragraph 4 and the rights of the Executive to the severance benefits
hereunder shall be solely those of a general, unsecured creditor of the
Company. However, the Company may, in its discretion, deposit cash or property,
or a combination of both, equal in value to all or a portion of the amounts
anticipated to be payable hereunder into a trust, the assets of which are to be
distributed at such times as determined by the trustee of such trust; provided
that such assets shall be subject at all times to the rights of the Company’s
general creditors.


 


(i)            Termination
after Change in Control. Upon or within six months before or twenty-four
months after a Change in Control, if the employment of the Executive ends under
circumstances entitling Executive to benefits or payments under the CIC
Agreement, the Executive shall be entitled to the greater of the benefits
provided under the CIC Agreement and the benefits provided by this Agreement,
but in no event shall there be double payment under the CIC Agreement and this
Agreement.


 


(j)            Section 409A
of the Internal Revenue Code. The arrangements described in this Agreement
are intended to comply with Section 409A of the Internal Revenue Code to
the extent such arrangements are subject to that law. The parties agree that
they will negotiate in good faith regarding amendments necessary to bring this
Agreement into compliance with the terms of that Section or an exemption
therefrom as interpreted by guidance issued by the Internal Revenue Service. The
parties further agree that to the extent any part of this Agreement fails to
qualify for exemption from or satisfy the requirements of Section 409A,
the affected arrangement may be operated in compliance with Section 409A
pending amendment to the extent authorized by the Internal Revenue Service. In
such circumstances Company will administer this Agreement in a manner which
adheres as closely as possible to the existing terms and intent of the
Agreement while complying with Section 409A. This paragraph does not
restrict Company’s rights (including, without limitation, the right to amend or
terminate) with respect to this Agreement to the extent such rights are
reserved under the terms of this Agreement.


 


5.             Covenant
Not to Compete; Non-Solicitation Covenant.


 


(a)           Covenant
Not to Compete. While Executive is
actively employed by the Company and, in the event of a termination of
employment other than (i) a termination by the Company without Cause, (ii) a
termination by the Executive for Good Reason or (iii) a termination for
any reason within 6 months before or 24 months after a Change in Control, for a
period of one year after such termination of the Executive’s employment, the
Executive agrees that he will not directly or indirectly substantially compete
with the Company or the TCF Subsidiaries. The Executive shall be deemed to be
substantially competing with the Company and the TCF Subsidiaries if, without
the prior written approval of the Board of Directors of the Company, he becomes
an officer, employee, agent, partner, director or owner of a ten (10) percent
or greater equity interest of any company (or its affiliated companies) which
engages in 


 


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any types of business in which
the Company or the TCF Subsidiaries are engaged at the time of employment
termination and such competing entity operates within a 50 mile radius of any
location operated by the Company or any TCF Subsidiary.


 


(b)           Non-Solicitation
Covenant. While the Executive is actively employed with the Company and, in
the event of a termination of employment by the Company or the Executive for
any reason prior to a Change in Control, for a period of one year after the
Executive’s termination of employment, the Executive agrees that, except with
the prior written permission of the Board of Directors of the Company, he will
not offer to hire, entice away, or in any manner attempt to persuade any
officer, employee, or agent of the Company or any of the TCF subsidiaries to
discontinue his or her relationship with the Company or any of the TCF
Subsidiaries nor will he directly or indirectly solicit, divert, take away or
attempt to solicit any business of the Company or any of its subsidiaries as to
which Executive has acquired any knowledge during the term of his employment
with the Company.


 


(c)           Remedies.
If the Executive commits a breach, or threatens to commit a breach, of any of
the provisions of this paragraph 5, the Company shall have the following rights
and remedies, in addition to any rights and remedies otherwise available at law
or equity after the Company has notified the Executive of the specific conduct
or threatened conflict which it deems in violation of this paragraph 5 and given
the Executive a reasonable opportunity to cease and desist:


 


(i)            The right and remedy to have the
provisions of this paragraph 5 specifically enforced by any court having equity
jurisdiction, it being acknowledged and agreed by the Executive that any such
breach or threatened breach will cause irreparable injury to the Company and
the TCF Subsidiaries and that money damages will not provide an adequate remedy
to the Company and the TCF Subsidiaries; and


 


(ii)           The right and remedy to require the
Executive to account for and pay over to the Company all compensation, profits,
monies, accruals, increments, or other benefits, other than those payable under
this Agreement, derived or received by the Executive or the enterprise in
competition with the Company or any of the TCF Subsidiaries as the result of
any transactions constituting a breach of any part of this paragraph 5, and
Executive agrees to account for and pay over to the Company such amounts
promptly upon demand therefore.


 


6.             Beneficiaries.
In the event of the Executive’s death after his termination of employment, any
amount or benefit payable or distributable to him pursuant to this Agreement
shall be paid to the beneficiary designated by the Executive for such purpose
in the last written instrument received by the Company prior to the Executive’s
death, if any, or, if no beneficiary has been designated, to the Executive’s
estate, but such designation shall not be deemed to supersede any beneficiary
designation under any benefit plan of the Company. Whenever this Agreement
provides for the written designation of a beneficiary or beneficiaries of the
Executive, the Executive shall have the right to revoke such designation and to
redesignate a beneficiary or beneficiaries by written notice to either the Company
to such effect, except to the extent, if any restricted by law.


 


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7.             Rights
in the Event of Dispute. In the event of a dispute between the Company and
the Executive regarding his employment or this Agreement, it is the intention
of this Agreement that the dispute shall be resolved as expeditiously as
possible, consistent with fairness to both sides, and that during pendency of
the dispute the Executive and the Company shall be on equal footing, as follows:


 


(a)           Arbitration.
Any claim or dispute relating to the Executive’s employment or terms and
performance of this Agreement, shall be resolved by binding private arbitration
before three arbitrators and any award rendered by any arbitration panel, or a
majority thereof, may be filed and a judgment obtained in any court having
jurisdiction over the parties unless the relief granted in the award is
delivered within ten (10) days of the award. Either party may request
arbitration by written notice to the other party. Within thirty (30) days of
receipt of such notice by the opposing party, each party shall appoint a
disinterested arbitrator and the two arbitrators selected thereby shall appoint
a third neutral arbitrator; in the event the two arbitrators cannot agree upon
the third arbitrator within ten (10) days after their appointment, then
the neutral arbitrator shall be appointed by the Chief Judge of Hennepin County
(Minnesota) District Court. Any arbitration proceeding conducted hereunder
shall be in the City of Minneapolis and shall follow the procedures set forth
in the Rules of Commercial Arbitration of the American Arbitration
Association, and both sides shall cooperate in as expeditious a resolution of
the proceeding as is reasonable under the circumstances. The arbitration panel
shall have the power to enter any relief it deems fair and just on any claim,
including interim and final equitable relief, along with any procedural order
that is reasonable under the circumstances.


 


(b)           Expenses
of Prosecution/Defense of Claim. During the pendency of a dispute between
the Company and the Executive relating to the Executive’s employment or the
terms or performance under this Agreement, the Company shall promptly pay the
Executive’s reasonable expenses of representation upon delivery of periodic
billings for same, provided that (i) Executive (or a person claiming on
his behalf) shall promptly repay all amounts paid hereunder at the conclusion
of the dispute if the resolution thereof includes a finding that the Executive
did not act in good faith in the matter in dispute or in the dispute proceeding
itself, and (ii) no claim for expenses of representation shall be
submitted by the Executive or any person acting on his behalf unless made in
writing to the Board of Directors within one year of the performance of the
services for which such claim is made.


 


8.             No
Obligation to Mitigate Damages. In the event the Executive becomes eligible
to receive compensation or benefits subsequent to the termination of his
employment under this Agreement, the Executive shall have no obligation to seek
other employment in an effort to mitigate damages. To the extent the Executive
shall accept other employment after his termination of employment, the
compensation and benefits received from such employment shall not reduce the
compensation and benefits otherwise due under this Agreement, except as
provided in paragraph 4(f)(ii) above.


 


9.             Other
Benefits. The benefits provided under this Agreement shall, except to the
extent otherwise specifically provided herein, be in addition to, and not in
derogation or diminution of, any benefits that Executive or his beneficiary may
be entitled to receive under any other plan or program now or hereafter
maintained by the Company, or its subsidiaries. The parties expressly agree
that in the event of a Change in Control the Executive shall be entitled to the
greater of the compensation and benefits as set forth in the CIC Agreement (in
lieu of and not 


 


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in addition to this Agreement)
and the compensation and benefits payable under this Agreement, and in no event
shall there be double payment under the CIC Agreement and this Agreement.


 


10.           Successors.
The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) to all or substantially all of
the business and/or assets of the Company, to expressly assume and agree to
perform its obligations under this Agreement in the same manner and to the same
extent that the Company would be required to perform them if no succession had
taken place unless, in the opinion of legal counsel mutually acceptable to the
Company and the Executive, such obligations have been assumed by the successor
as a matter of law. Failure of the Company to obtain such agreement prior to
the effectiveness of any such succession (unless the foregoing opinion is
rendered to the Executive) shall entitle the Executive to terminate his
employment and to receive the payments provided for in paragraph 4(f) above
as if the Executive terminated this Agreement for Good Reason. The Executive’s
rights under this Agreement shall inure to the benefit of, and shall be
enforceable by, the Executive’s legal representative or other successors in
interest, but shall not otherwise be assignable or transferable.


 


11.           Severability.
If any provision of this Agreement or the application thereof is held invalid
or unenforceable, the invalidity or unenforceability thereof shall not affect
any other provisions or applications of this Agreement which can be given
effect without the invalid or unenforceable provision or application.


 


12.           Survival.
The rights and obligations of the parties pursuant to this Agreement shall
survive the term of Executive’s employment to the extent that any performance
is required hereunder after the expiration or termination of such term.


 


13.           Notices.
All notices under this Agreement shall be in writing and shall be deemed
effective when delivered in person (in the Company’s case, to its Secretary) or
48 hours after deposit thereof in the U.S. mails, postage prepaid, addressed,
in the case of the Executive, to his last known address as carried on the
personnel records of the Company and, in the case of the Company, to the
corporate headquarters, attention of the Secretary, or to such other address as
the party to be notified may specify by written notice to the other party.


 


14.           Other
Agreements. This Agreement supersedes and replaces all prior agreements or
understandings of terms of the Executive’s employment with the Company,
including the Prior Agreements. Except as specifically provided herein, this
Agreement does not supersede or replace the CIC Agreement or any agreement
between the Company and Executive pursuant to any plans or programs of the
Company, including any stock option agreement, restricted stock agreement or
supplemental retirement agreement.


 


15.           Amendments
and Constructions. This Agreement may only be amended in a writing signed
by the parties hereto. This Agreement shall be construed under the laws of the
State of Minnesota. Paragraph headings are for convenience only and shall not
be considered a part of the terms and provisions of the Agreement.


 


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IN WITNESS WHEREOF, the parties have duly
executed this Agreement as of the day and year first written above.


 


 


	
   

  	
  TCF FINANCIAL CORPORATION

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William A. Cooper

  	
   

  
	
   

  	
   

  	
  William A. Cooper

  	
   

  
	
   

  	
   

  
	
  /s/ Gregory J. Pulles

  	
   

  	
  Its: Chairman of the Board

  
	
  Vice Chairman, General Counsel

  	
                  and
  Chief Executive Officer

  
	
   and
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
  /s/ Diane O. Stockman

  	
   

  	
  /s/ Lynn A. Nagorske

  	
   

  
	
   

  	
  Lynn A. Nagorske

  
							



 


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