exv10wee



 






Exhibit 10-ee




ADVANTA

SENIOR MANAGEMENT CHANGE OF CONTROL SEVERANCE PLAN




SECTION 1. PURPOSE




     Advanta Corp. (the “Company”) considers it essential to its best interests to foster the
optimum performance of senior management and professional personnel. The Company recognizes that
the possibility of a Change in Control of the Company or any of its Subsidiaries may exist and that
such possibility, and the uncertainty and questions which it may raise, may result in the
distraction of management or professional personnel to the detriment of the Company and/or its
Subsidiaries.



     In order to encourage senior management and professional personnel to maintain their continued
attention and dedication to their duties and responsibilities, the Company and its Subsidiaries
have adopted the Advanta Corp. Senior Management Change of Control Severance Plan.



SECTION 2. DEFINITIONS




     As hereinafter used:



     2.1 A “Change of Control” shall be deemed to have occurred upon the earliest to occur of the
following events: (i) the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) approve a plan or other arrangement pursuant to which the
Company will be dissolved or liquidated, or (ii) the date the stockholders of the Company (or the
Board of Directors, if stockholder action is not required) approve a definitive agreement to sell
or otherwise dispose of substantially all of the assets of the Company, or (iii) the date the
stockholders of the Company (or the Board of Directors, if stockholder action is not required) and
the stockholders of the other constituent corporation (or its board of directors if stockholder
action is not required) have approved a definitive agreement to merge or consolidate the Company
with or into such other corporation, other than, in either case, a merger or consolidation of the
Company in which holders of shares of the Company’s Class A Common Stock immediately prior to the
merger or consolidation will have at least a majority of the voting power of the surviving
corporation’s voting securities immediately after the merger or consolidation, which voting
securities are to be held in the same proportion as such holders’ ownership of Class A Common Stock
of the Company immediately before the merger or consolidation, or (iv) the date any entity, person
or group, within the meaning of Section



 









 




13(d)(3) or Section 14(d)(2) of the Securities Exchange Act
of 1934, as amended (other than (a) the Company or any of its subsidiaries or any employee benefit
plan [or related trust] sponsored or maintained by the Company or any of its subsidiaries or (b)
any person who, on the date the Plan is effective, shall have been the beneficial owner of or have
voting control over shares of Common Stock of the Company possessing more than twenty-five percent
(25%) of the aggregate voting power of the Company’s Common Stock) shall have become the beneficial
owner of, or shall have obtained voting control over, more than twenty-five percent (25%) of the
outstanding shares of the Company’s Class A Common Stock, or (v) the first day after the date this
Plan is effective when directors are elected such that a majority of the Board of Directors shall
have been members of the Board of Directors for less than two (2) years, unless the nomination for
election of each new director who was not a director at the beginning of such two (2) year period
was approved by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period.




     2.2 A “Subsidiary Change of Control” shall be deemed to have occurred if the Company or one of
its wholly-owned or majority-owned subsidiaries (said subsidiary not necessarily being a
“Subsidiary” as defined under Section 2.4 of this Plan) no longer hold any shares of the
Subsidiary, or if substantially all of the assets of a particular Subsidiary are sold to an entity
that is not owned or controlled, in whole or in part, by the Company or one of its wholly-owned or
majority-owned subsidiaries.



     2.3 “Company” means Advanta Corp., and any successor to its business and/or assets which
assumes and agrees or is otherwise obligated to provide benefits under the Plan by operation of
law, or otherwise. Notwithstanding the foregoing, for purposes of Section 2.1 (“Change of
Control”) or Section 2.2 (“Subsidiary Change of Control”), the “Company” shall mean “Advanta Corp.”



     2.4 Subsidiary means Advanta National Bank; Advanta National Bank USA; Advanta Service Corp.;
Advanta Mortgage Corp. USA; Advanta Auto Finance Corp.; Advanta Finance Corp.; Advanta Business
Services Corp.; Advanta Financial Corp.; Advanta Life Insurance Company; Advanta Information
Services, Inc.; Advanta Partners, LP; Colorado Credit Card Service, LLP; Advanta Mortgage Conduit
Services, Inc.; Advanta Mortgage Corp., Midwest or any successor to any particular Subsidiary’s
business and/or assets, due to a Change of Control or Subsidiary Change of Control, which assumes
and agrees or is otherwise obligated to provide benefits under the Plan, by operation of law, or
otherwise. An Employee is employed by a specific Subsidiary if he or she: (a) is on the payroll
of the specific Subsidiary or, in the case of Advanta National Bank or Advanta National Bank, USA
is on the payroll of Advanta Service Corp. and performs services on a full-time basis for such
bank; or (b) is an officer of the



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specific Subsidiary and exercises direct supervisory
responsibility over employees of that specific Subsidiary and performs virtually all of his or her
business duties on behalf of that specific Subsidiary.




     2.5 The “Effective Date” of the Plan is March 17, 1997.



     2.6 The “Board of Directors” is the Board of Directors of the Company.



     2.7 An “Employee” means a person



          (a) who has been selected by the Company’s Compensation Committee to participate in the
Advanta Management Incentive Plan or who is otherwise selected to participate in this Plan; and



          (b) whose name is listed in Exhibits “A” or “B” hereto, as such Exhibits may be amended or
supplemented from time to time; and



          (c) who is employed by the Company or a Subsidiary at the time of a change of a Change of
Control or by a specific Subsidiary at the time it undergoes a Subsidiary Change of Control.



     The term “Employee” specifically excludes any person (a) who is receiving severance pay or (b)
who signed an agreement pursuant to which his or her employment will terminate in the future on a
date certain.



     2.8 “Pay” means the base salary of an eligible Employee at his or her stated weekly, monthly
or annual rate as of the Employee’s Termination Date. “Pay” does not include overtime pay, bonuses
of any kind, incentive pay or any other remuneration. For Employees listed in Exhibit “A,” a “Week
of Pay” shall be calculated in accordance with the regular payroll practices and procedures
applicable immediately preceding the Change of Control of Subsidiary Change of Control.
Notwithstanding the foregoing, for Employees listed in Exhibit “B,” a Week of Pay shall be
calculated by multiplying by 75% the base salary plus the incentive pay the
Employee has earned while in the employ of the Company during the twelve months immediately
preceding the Employee’s termination and dividing the resulting amount by thirty-nine. If said
Employee has been employed by the Company for less than 12 months, the average base salary plus
incentive pay the Employee has earned per month of employment will be multiplied by 12. The sum
will be multiplied by 75% and then divided by 39 in order to determine a “Week of Pay.”



     2.9 The “Plan” means the Advanta Corp. Senior Management Change of Control Severance Pay Plan
as set forth herein as amended from time to time.



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     2.10 “Termination Date” means the date upon which the Employee’s employment with the Company
or Subsidiary ceases.



     2.11 The “Benefits Committee” means a committee composed of the Company’s Senior Vice
President of Human Resources; Director of Compensation; and Director of Benefits. Any two (2) such
persons shall constitute a quorum. All members of the Benefits Committee must be employed by
Advanta Corp. prior to the time a Change of Control occurs.



     2.12 “Severance Pay” is a payment made to an eligible Employee pursuant to Section 3.1 hereof.
All Severance Pay due to an eligible Employee must be paid to the eligible Employee within two (2)
years of the date that the first Severance Pay is paid to that Employee and shall not exceed two
(2) years’ of Pay.



SECTION 3. ELIGIBILITY




     3.1 An Employee shall be eligible to receive Severance Pay if and only if all of the following
conditions are met (and the Employee is not disqualified from eligibility pursuant to Section 3.2):



          (a) The Employee is an Employee of the Company or a Subsidiary after the Effective Date of the
Plan; and



          (b) The Employee is employed by:



               (i) Advanta Corp. at the time a Change of Control occurs;



               (ii) Advanta National Bank, Advanta National Bank USA, Advanta Service Corp, Advanta Mortgage
Corp. USA, Advanta Auto Finance Corp., Advanta Finance Corp., Advanta Business Services Corp.,
Advanta Financial Corp., Advanta Life Insurance Company, Advanta Information Services, Inc.,
Advanta Partners, LP, Colorado Credit Card Service, LLP, Advanta Mortgage Conduit Services, Inc.,
or Advanta Mortgage Corp., Midwest at the time a Change of Control occurs; provided that Advanta
Corp. continues to hold at such time (directly or indirectly) more than fifty percent (50%) of the
outstanding capital stock of the applicable entity; or



               (iii) Advanta National Bank, Advanta National Bank USA; Advanta Service Corp., Advanta
Mortgage Corp. USA, Advanta Auto Finance Corp., Advanta Finance Corp., Advanta Business Services
Corp., Advanta Financial Corp., Advanta Life Insurance Company, Advanta Information



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	   	Services,
Inc., Advanta Partners, LP, Colorado Credit Card Service, LLP, Advanta Mortgage Conduit Services,
Inc., or Advanta Mortgage Corp., Midwest at the time it undergoes a Subsidiary Change of Control;
and





          (c) The Employee is terminated from employment within one (1) year after the Change of Control
or Subsidiary Change of Control described in Section 3.1(b) occurs; unless such termination is: (1)
because of the Employee’s death, disability, or Extended
Leave of Absence, (2) because of the Employee’s Willful Misconduct, or (3) by the Employee other
than for Good Reason. In the event a person’s employment is terminated for any reason prior to the
occurrence of a Change of Control or a Subsidiary Change of Control, he or she shall not be
entitled to any benefits under the Plan by virtue of said Change of Control or Subsidiary Change of
Control.



               (i) Disability or Extended Leave of Absence. If, as a result of an Employee’s
incapacity due to physical or mental illness, or as a result of any other leave of absence, the
Employee shall have been absent from the full-time performance of his or her duties for twelve (12)
consecutive months, the Employee may be terminated and shall not be entitled to any benefits under
the Plan.



               (ii) Willful Misconduct. Termination of the Employee’s employment for Willful
Misconduct shall mean termination:



                    (a) Upon the willful and continued failure by the Employee to substantially perform his or her
duties which the Employee fails to cure (other than any such failure resulting from incapacity due
to physical or mental illness or an Extended Leave of Absence or the Employee’s termination of his
or her employment for Good Reason (as defined in Subsection 3.1(c)(iii))), after ten (10) days from
a written demand for substantial performance is delivered to the Employee by the Company or
Subsidiary, by which he or she is employed, which demand specifically identifies the manner in
which the Company or Subsidiary believes that the Employee has not substantially performed his or
her duties; or



                    (b) The willful engaging by the Employee in conduct which is clearly and materially injurious
to the Company and/or Subsidiary, monetarily or otherwise. For purposes of this subsection, no
act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to
be done, by the Employee in bad faith and without reasonable belief that his or her action or
omission was in or not opposed to the best interest of the Company and/or Subsidiary.



                    (c) Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated
for Willful Misconduct



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unless and until there shall have been delivered to the Employee a copy of a
written determination of the Benefits Committee issued pursuant to a meeting of the Benefits
Committee (after reasonable notice to the Employee and an opportunity for the Employee, together
with his or her counsel, to be heard before the Benefits Committee) finding that in the good faith
opinion of the Benefits Committee the Employee was guilty of conduct set forth above in this
Subsection 3.1(c)(ii) and specifying the particulars thereof in detail.




               (iii) Good Reason. The Employee shall be entitled to terminate his or her employment
for Good Reason and receive Severance Pay, if the Employee provides written notice to the Benefits
Committee no later than two weeks after the Employee’s termination date of the election to resign
and the circumstances constituting the Good Reason to resign. The Employee’s right to terminate
his or her own employment pursuant to this Subsection shall not be affected by his or her
incapacity due to physical or mental illness. The Employee’s continued employment shall not
constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good
Reason. “Good Reason” shall mean, without the Employee’s express written consent, the occurrence
after a Change in Control of the Company or a Subsidiary Change of Control with respect to the
Subsidiary by which he or she was employed of any of the following circumstances:



                    (a) The Employee is demoted to a lower position;



                    (b) The Employee is assigned any duties inconsistent with the status of the position that the
Employee held immediately prior to the
Change of Control or Subsidiary Change of Control or an adverse alteration in the nature or status
of the Employee’s responsibilities or in the quality or amount of office accommodations or
assistance provided to the Employee, from those in effect immediately prior to such Subsidiary or
Company Change of Control, which shall constitute a constructive demotion;



                    (c) A reduction in the Employee’s annual base salary as in effect on the date immediately
prior to the Change of Control or Subsidiary Change of Control, or as the same may be increased
from time to time thereafter;



                    (d) The Company’s or Subsidiary’s requirement that the Employee’s site of principal employment
be more than 50 miles from the offices at which the Employee was principally employed immediately
prior to the date of the Change of Control or Subsidiary Change of Control, except for required
travel on the Company’s or Subsidiary’s business to an extent substantially consistent with the
Employee’s business travel obligations immediately prior to such Change of Control or Subsidiary
Change of Control;



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                    (e) The failure by the Company or Subsidiary to pay to the Employee any portion of his or her
compensation or compensation under any deferred compensation program of the Company or Subsidiary
within fifteen (15) days of the date such compensation is due;



                    (f) The failure by the Company or Subsidiary to continue in effect any compensation or benefit
plan or perquisites in which the Employee participates immediately prior to the Change of Control
or Subsidiary Change of Control, which is material to his or her total compensation, unless an
equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with
respect to such plan, or the failure by the Company or Subsidiary which experienced the Change in
Control to continue the Employee’s participation therein (or in such substitute or alternative
plan) on a basis not materially less favorable, both in terms of the amount of benefits provided
and the level of the Employee’s participation relative to other participants, than existed at the
time of the Change of Control;



                    (g) The failure by the Company or Subsidiary to continue to provide the Employee with benefits
substantially similar to those enjoyed by him or her under any of the Company’s or Subsidiary’s
life insurance, medical, dental, accident or disability plans in which the Employee was
participating at the time of the Change of Control or Subsidiary Change of Control, the taking of
any action by the Company or Subsidiary which would directly or indirectly materially reduce any of
such benefits, or the failure by the Company or Subsidiary to provide the Employee with the number
of paid vacation days or Paid Time Off days to which the Employee is entitled on the basis of his
or her years of service and position with the Company or Subsidiary in accordance with the vacation
or Paid Time Off policy applicable and in effect at the time of the Change of Control or Subsidiary
Change of Control;



                    (h) The failure of the Company or Subsidiary to obtain the unqualified agreement from any
successor to assume or adopt this Plan; or



                    (i) Any termination of the Employee’s employment that is not effected pursuant to a Notice of
Termination satisfying the requirements of Subsection 3.1(c)(iv) hereof (and, if applicable, the
requirements of Subsection 3.1(c)(ii) hereof);



               (iv) Any purported termination of Employee’s employment by the Company or the Subsidiary or by
the Employee shall be communicated by written Notice of Termination to the other party. “Notice of
Termination” shall mean a notice that shall indicate the specific termination provision in the Plan
relied upon and shall set forth in reasonable detail the facts



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and circumstances claimed to provide
a basis for termination of Employee’s employment under the provision so indicated. The Notice to
the Company or the Subsidiary (if only the Subsidiary has experienced a Change of Control) shall be
to the Benefits Committee.
All such notices shall be sent (i) by certified or registered mail and shall be deemed received
three (3) business days after the date of mailing; (ii) by Federal Express or similar overnight
courier and shall be deemed received one (1) business day after delivery to Federal Express or
similar overnight courier; or (iii) by personal service and shall be deemed received on the same
day as service.




     3.2 An Employee may not receive Severance Pay if any of the following disqualifying events
occur:



          (a) The Employee is receiving severance pay at the time the Change of Control or Subsidiary
Change of Control occurs or has previously received severance pay under this Plan;



          (b) The Employee has signed an agreement pursuant to which his or her employment will
terminate in the future on a date certain; or



          (c) The Employee is not employed by the specific Subsidiary at the time it undergoes a
Subsidiary Change of Control and neither the Company nor the Specific Subsidiary that he or she is
employed by undergoes a Change of Control prior to the termination of his or her employment.



SECTION 4. SEVERANCE BENEFIT AMOUNT




     4.1 Except as otherwise provided in this Section 4, the Severance Pay to be paid to an
eligible Employee shall be based upon the Employee’s AMIP Level as follows: (a) Employees who are
AMIP Level A will receive one hundred and four (104) Weeks of Pay; (b) Employees who are AMIP Level
B shall receive one hundred and four (104) Weeks of Pay; (c) Employees who are AMIP Level C shall
receive fifty-two (52) Weeks of Pay; and (d) Employees who are AMIP Level D shall receive
thirty-nine (39) Weeks of Pay. An Employee’s AMIP Level is to be determined under AMIP as of the
date the Change of Control occurs, as shown in Exhibit “A.”



     4.2 The Company, in its sole discretion, may increase the Severance Pay to an amount in excess
of that specified in Section 4.1, subject to the limitations of Sections 2.12 and 4.6. Any
increase in severance pay must be expressly authorized in writing by the Senior Vice President,
Human Resources.



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     4.3 If an Employee applies for and receives unemployment compensation payments for any period
of time during or for which Severance Pay is being paid, any Severance Pay remaining to be paid
shall not be reduced by the amount of any such unemployment compensation payments.



     4.4 If an Employee due to sickness or injury receives short-term disability payments, worker’s
compensation or long-term disability payments after the Employee’s Termination Date, the Employee
shall not receive any Severance Pay until the cessation of said payments. Once said payments
cease, the amount of Severance Pay to which the Employee is entitled shall be reduced by the amount
of any such short-term disability, worker’s compensation or long-term disability payments.



     4.5 The severance benefit provided for in the Plan is the maximum benefit that the Company or
Subsidiary will pay for severance. To the extent that a federal, state or local law might require
the Company or Subsidiary to make a payment to an Employee because of that Employee’s involuntary
termination, the benefit payable under the Plan shall be correspondingly reduced. To the extent
that an Employee receives severance pay in connection with the cessation of his or her employment
other than pursuant to this Plan (whether pursuant to
a contract or other severance plan or policy), the benefit payable under this Plan shall be
correspondingly reduced. Any overpayments made under the Plan shall be promptly repaid after
written request. Severance pay that will be offset does not include payments received by an
Employee due to his or her participation in the Employee Savings Plan, Executive Deferral Plan, or
any other benefit plan which is not a severance plan, or payments made to an Employee for his or
her accrued, but unused vacation or Paid Time Off days.



     4.6 If, at the time the Change of Control or Subsidiary Change of Control occurs, Section
280G(b) of the Internal Revenue Code of 1986, as amended (the “Code”) is applicable to the
Employee, notwithstanding any other provision of this Plan, if the aggregate present value of the
“parachute payments” to the Employee, determined under Section 280G(b) is at least three times the
“base amount” determined under such Section 280G, then the compensation otherwise payable under
this Plan (and any other amount payable hereunder or any other severance plan, program, policy or
obligation of the Company, Subsidiary or any other affiliate thereof) shall be reduced so that the
aggregate present value of the parachute payments to the Employee determined under Section 280G,
does not exceed 2.99 times the base amount. In no event, however, shall any benefit provided
hereunder be reduced to the extent such benefit is specifically excluded by Section 280G(b) of the
Code as a “parachute payment” or as an “excess parachute payment.” Any decisions regarding the
requirement or implementation of such reductions shall be made by the tax



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counsel and accounting
firm retained by the Company at the time the Plan is adopted.




     4.7 The Company and each Subsidiary shall have the right to take such action as it deems
necessary or appropriate to satisfy any requirements under federal, state or other laws to withhold
or to make deductions from any benefits payable under the Plan.



SECTION 5. DISTRIBUTION OF BENEFITS




     5.1 The Company and each Subsidiary will pay Severance Pay to each eligible Employee it
employed directly out of the general assets of the Company or Subsidiary. Payments will be made in
a single lump sum payment or in installments in accordance with normal payroll practices, as
elected by the Employee. Such payments shall commence as soon as practicable following the
Employee’s Termination Date and continue until the benefit due is paid.



     5.2 Severance Pay shall be paid to the estate of any eligible Employee who dies before the
entire amount due hereunder is paid.



SECTION 6. PLAN ADMINISTRATION




     6.1 The Plan shall be administered by the Benefits Committee, which shall have complete
authority to prescribe, amend and rescind rules and regulations relating to the Plan.



     6.2 The determinations by the Benefit Committee prior to a Change of Control on the matters
referred to such Committee shall be conclusive. Prior to a Change of Control, the Benefits
Committee shall have full discretionary authority, the maximum discretion allowed by law, to
administer, interpret and apply the terms of this Plan, and determine any and all questions or
disputes hereunder, including but not limited to eligibility for benefits and the amount of
benefits due. Subsequent to a Change of Control the Benefits Committee shall not have full
discretionary authority; its determinations shall be made strictly in accordance with the terms of
the Plan and shall be subject to de novo review by a court of competent jurisdiction.



     6.3 In the event of a claim by any person including but not limited to any Employee (the
“Claimant”) as to whether he is entitled to any benefit under the Plan, the amount of any
distribution or its method of payment, such Claimant shall present the reason for his or her claim
in writing to the Benefits Committee. The claim must be filed within forty-five (45) days
following the date upon which the Claimant first learns of his claim. All claims shall be in



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writing, signed and dated and shall briefly explain the basis for the claim. The claim shall be
mailed to the Benefits Committee by certified mail at the following address: Advanta Corp., Welsh
and McKean Roads, Spring House, PA 19477. The Benefits Committee shall, within ninety (90) days
after receipt of such written claim, decide the claim and send written notification to the Claimant
as to its disposition; provided that the Benefits Committee may elect to extend said period for an
additional ninety (90) days if special circumstances so warrant and the Claimant is so notified in
writing prior to the expiration of the original ninety (90) day period. In the event the claim is
wholly or partially denied, such written notification shall (a) state the specific reason or
reasons for the denial; (b) make specific reference to pertinent Plan provisions on which the
denial is based; (c) provide a description of any additional material or information necessary for
the Claimant to perfect the claim and an explanation of why such material or information is
necessary; and (d) set forth the procedure by which the Claimant may appeal the denial of his or
her claim. The Claimant may request a review of such denial by making application in writing to
the Benefits Committee within sixty (60) days after receipt of such denial. Said application must
be via certified mail. Such Claimant (or his or her duly authorized representative) may, upon
written request to the Benefits Committee, review any documents pertinent to his or her claim, and
submit in writing issues and comments in support of his or her claim or position. Within sixty
(60) days after receipt of a written appeal, the Benefits Committee shall decide the appeal and
notify the Claimant of the final decision; provided that the Benefits Committee may elect to extend
said sixty (60) day period to up to one hundred twenty (120) days after receipt of the written
appeal. The final decision shall be in writing and shall include specific reasons for the
decision, written in a manner calculated to be understood by the Claimant, and specific references
to the pertinent Plan provisions on which the decision is based.




SECTION 7. PLAN MODIFICATION OR TERMINATION




     7.1 Prior to a Change of Control or Subsidiary Change of Control, the Plan may be modified,
amended or terminated at any time by the Compensation Committee of the Board of Directors, the
Board of Directors, or its designee, with or without notice. Any such modification, amendment or
termination shall be effective at such date as the Compensation Committee, the Board of Directors
or its designee may determine.



     7.2 If a Change of Control occurs, the Plan may not be modified, amended or terminated until
one (1) year after the Change of Control occurs. If a Subsidiary Change of Control occurs, the
Plan may not be modified, amended or terminated with respect to the Employees employed by the
specific Subsidiary with respect to which the Subsidiary Change of Control has occurred, until one
(1) year thereafter.



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     7.3 All claims for benefits hereunder, even if raised after termination of the Plan, shall be
determined pursuant to Section 6.3, and when acting pursuant thereto, the Benefits Committee shall
retain the authority provided in Section 6. Notwithstanding any termination of the Plan, all
Employees who are eligible before the date of termination to receive Severance Pay pursuant to this
Plan shall remain entitled to receive said benefit under the terms and conditions of this Plan.



SECTION 8. GENERAL PROVISIONS




     8.1 Nothing herein contained shall be deemed to give any Employee the right to be retained in
the employ of the Company and/or any Subsidiary or to interfere with the right of the Company
and/or Subsidiary to discharge him or her at any time, with or without cause.



     8.2 If any of the positions on the Benefits Committee becomes vacant, either the Chairman of
the Board or President may appoint such person or persons as he or she determines, to carry out the
responsibilities assigned to such position under this Plan, so long as such person was employed by
Advanta Corp. prior to a Change of Control.



     8.3 Except as otherwise provided by law, no right or interest of any Employee under the Plan
shall be assignable or transferable, in whole or in part, either directly or by operation of law
or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or
in any other manner, but excluding adjudication of incompetency; no attempted assignment or
transfer thereof shall be effective; and no right or interest of any Employee under the Plan shall
be liable for, or subject to, any obligation or liability of such Employee, except to the extent
specifically provided for herein.



     8.4 The Plan is unfunded. All benefits payable under the Plan shall be paid out of the
general assets of the entity which employed the Employee at the time the Change of Control or
Subsidiary Change of Control pursuant to which he or she is eligible for benefits hereunder.



     8.5 The Plan shall be governed by and construed in accordance with the Employee Retirement
Income Security Act of 1974, as amended, and to the extent not preempted, the laws of the
Commonwealth of Pennsylvania.



     8.6 The Plan is intended to constitute a “welfare plan” under the Employee Retirement Income
Security Act of 1974, as amended, and any ambiguities in the Plan shall be construed to effect that
intent.




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