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Exhibit 10.9 UST INC.
OFFICERS SUPPLEMENTAL RETIREMENT PLAN (Formerly the United States Tobacco Company
Officers Supplemental Retirement Plan) Effective November 20, 1980 Restated as of January 1, 1984, May 5, 1987, February 1,
1988, September 27, 1988, January 1,1989, July 1, 1991,
December 1, 1992, September 22,1994, March 25, 1999,
January 1, 2001, and January 1, 2003




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UST INC
OFFICERS SUPPLEMENTAL RETIREMENT PLAN (Formerly the United States Tobacco Company
Officers Supplemental Retirement Plan) In order to provide additional retirement benefits for certain officers
(Eligible Employees) of the Company whose anticipated pension under the
Companys qualified retirement plan is deemed not to be commensurate with their
current earnings or responsibilities, the Board of Directors of the Company
(the Board) has authorized the establishment of this Officers Supplemental
Retirement Plan (the Plan) as set forth below. The Board authorized the
adoption of the Plan effective as of November 20, 1980; has authorized a
subsequent amendment and restatement of the Plan, effective as of January 1,
1984; has authorized a further amendment and restatement of the Plan, generally
effective as of May 5, 1987, to reflect certain recent corporate changes; has
authorized a further amendment and restatement of the Plan, effective as of
February 1, 1988, which change the Plans eligibility and participation
requirements; has authorized a further amendment and restatement of the Plan,
effective as of September 27, 1988, which contain additional change-in-control
provisions; has authorized a further amendment and restatement of the Plan,
effective as of January 1, 1989, and adopted on March 22, 1989, which contain
technical provisions relating to the Companys Benefit Restoration Plan; has
authorized a further amendment and restatement of the Plan, effective as of
July 1, 1991, and adopted on June 27, 1991, which further change the Plans
eligibility requirements and add provisions regarding medical benefits; has
authorized a further amendment and restatement of the Plan, effective as of
December 1, 1992, which contain technical revisions to Sections 3(a)(ii),
3(b)(ii) and 3(c)(ii) and expand the definition of Company; has authorized a
further amendment and restatement of the Plan, effective as of September 22,
1994, which expands the definition of Compensation; has authorized a further
amendment of the Plan, effective as of March 25, 1999, which further changes
the Plans participation requirements and which provides for forfeiture of
benefits under the Plan in connection with a termination for cause; has
authorized a further amendment, effective as of January 1, 2001, to revise the
actuarial assumptions to be applied in the determination of the present value
of benefits payable under Section 8 of the Plan, and to revise the amount of
both the total benefit and the offset in the calculation of any benefit payable
under Section 3 of the Plan, and to provide for a lump sum payment for all
retirees in the event of a change-in-control; and has authorized a further
amendment and restatement of the Plan, effective as of January 1, 2003 to
incorporate all prior amendments and to freeze the benefits provided by Section
9 of the Plan Medical Benefits and make such benefits available solely to
Participants who have a vested benefit under the Plan as of January 1, 2003. 2




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1.
    
    Definitions (a) Except as otherwise expressly provided herein, or as otherwise
required by the context, all words and phrases used herein which are defined in
the UST Inc. Retirement Income Plan for Salaried Employees (the RIP) shall
have the same meaning as in the RIP. (b) Accrued Benefit shall mean the Normal Retirement Income, in the form
of a life annuity, accrued under the RIP, to commence on a Participants Normal
Retirement Date, determined as of any date on or before such Participants
Retirement Date, which is equal to his Normal Retirement Income computed under
the RIP up to any such date, including any amount payable under the Companys
Excess Retirement Benefit Plan, the Companys Benefit Restoration Plan or, with
respect to an individual who becomes a Participant on or after January 1, 2001,
any other defined benefit pension plan, regardless of whether said plan is
qualified under Section 401(a) of the Internal Revenue Code of 1986, as
amended, maintained by the Company or any Affiliated Company. For purposes of
the preceding sentence, the Normal Retirement Income under the RIP and the
amounts payable under the Companys Excess Retirement Benefit Plan and the
Benefit Restoration Plan shall be determined without regard to any offset
determined under Section 4.8 of the RIP. (c) Compensation shall mean the monthly salary paid by the Company or,
with respect to an individual who becomes a Participant on or after January 1,
2001, paid by an Affiliated Company to the Participant, plus 25% of any amount
paid to the Participant in any month under the Companys Incentive Compensation
Plan (or successor thereto). Final Compensation shall mean the monthly
salary paid by the Company or, with respect to an individual who becomes a
Participant on or after January 1, 2001, paid by an Affiliated Company to the
Participant during the consecutive twelve-month period ending on the date of
Retirement (or the last day of the immediately preceding month if Retirement
shall not be on the last day of a month), plus 25% of the largest Incentive
Compensation Plan bonus paid, in whole or in part, to the Participant after the
Participants Retirement. (d) Company shall mean (i) prior to May 5, 1987, United States Tobacco
Company, (ii) after May 4, 1987, and prior to February 1, 1988, UST Inc., (iii)
on and after February 1, 1988, and prior to January 1, 1993, UST Inc., United
States Tobacco Company, UST Enterprises Inc., and International Wine & Spirits
Ltd., and (iv) on and after January 1, 1993, UST Inc., United States Tobacco
Company, UST Enterprises Inc., International Wine & Spirits Ltd. and UST
International Inc. (e) Eligible Employee shall mean:  (i)
    
    any individual who is an Officer
of the Company on November 20, 1980,(ii)
    
    any individual who is an Officer
of the Company on May 4, 1987, or 3




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(iii)
    
    any other individual who becomes
an Officer after May 4, 1987. (f) Officer shall mean an officer of the Company, including, as of July
1, 1991, an assistant officer, who is elected by the Board of Directors of the
Company. (g) Participant shall mean an Eligible Employee who meets the
requirements for participation set forth in Section 2 hereof. (h) Retirement shall mean termination of a Participants employment with
the Company (or any subsidiary or affiliate of the Company) for any reason.  2.
    
    Participation Effective as of March 25, 1999, each individual who became an Eligible
Employee on or after February 1, 1988 and who has (a) attained the age of 55,
(b) completed at least 10 Years of Service, and (c) completed at least 5 Years
of Service as an Officer shall become a Participant under the Plan, and shall
remain a Participant hereunder until his Retirement; provided, however, that
such Eligible Employee must be an Officer at or after the time he satisfies the
requirements of clauses(a) and (b) of this sentence; and further provided,
however, that for purposes of clause (c) of this sentence, Years of Service
shall include service rendered as an assistant officer prior to July 1, 1991. Each individual who became an Eligible Employee on or after February 1,
1988 and who, prior to March 25, 1999, has (a) attained the age of 50, (b)
completed at least 10 Years of Service, and (c) completed at least 5 Years of
Service as an Officer shall become a Participant under the Plan, and shall
remain a Participant hereunder until his Retirement; provided, however, that
such Eligible Employee must be an Officer at or after the time he satisfies the
requirements of clauses(a) and (b) of this sentence; and further provided,
however, that for purposes of clause (c) of this sentence, Years of Service
shall include service rendered as an assistant officer prior to July 1, 1991. Each individual who became an Eligible Employee prior to February 1, 1988
and who has both (x) attained the age of 50, and (y) completed at least 5 Years
of Service shall become a Participant under the Plan, and shall remain a
Participant hereunder until his Retirement; provided, however, that in the case
of an Eligible Employee described in Section 1(e)(iii), such Eligible Employee
must be an Officer at or after the time he satisfies the requirements of (x)
and (y) hereof. An individual who satisfies the foregoing requirements shall continue to
participate in the Plan (whether or not he remains an Officer) so long as he
remains an employee of the Company or subsidiary or division thereof. 4




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3.
    
    Supplemental Retirement Benefits (a) Normal Retirement Upon the Retirement of a Participant on or after his Normal Retirement
Date (i.e., on or after the first day of the month coinciding with or next
following his 65th birthday), he shall be entitled to receive an annual
Supplemental Retirement Benefit payable in twelve (12) equal monthly
installments in the form of a life annuity (except as otherwise provided in
Section 3(e)) equal to the greater of:  (i)
    
    one hundred ten percent (110%) of
his Accrued Benefit; or(ii)
    
    50% of his total Compensation
paid during the consecutive twelve-month period ending
on the date of Retirement (or the last day of the
immediately preceding month if Retirement shall not be
on the last day of a month), or either of the two
immediately preceding consecutive twelve-month
periods, whichever such period yields the highest
total Compensation, provided, however, that if bonuses
are paid under the Companys Incentive Compensation
Plan more than once during any such twelve-month
period, only the greatest such bonus shall be taken
into account; or, if greater, 50% of Final
Compensation;(i) or (ii) reduced by:(iii)
    
    the amount of Normal Retirement
Income (determined as of the first month of such
payment), expressed as a life annuity, then payable to
such Participant pursuant to the RIP (inclusive of the
Excess Retirement Benefit Plan and the Benefit
Restoration Plan) or, with respect to an individual
who becomes a Participant on or after January 1, 2001,
any other defined benefit pension plan, regardless of
whether said plan is qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended,
maintained by the Company or any Affiliated Company. (b) Retirement On or After Age 60, but Before Normal Retirement Date Upon the Retirement of a Participant on or after age 60, but before his
Normal Retirement Date, he shall be entitled to receive an annual Supplemental
Retirement Benefit payable in twelve (12) equal monthly installments in the
form of a life annuity (except as otherwise provided in Section 3(e)) equal to
the greater of:  (i)
    
    one hundred ten percent (110%) of
his Accrued Benefit; or 5




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(ii)
    
    50% of his total Compensation
paid during the consecutive twelve-month period ending
on the date of Retirement (or the last day of the
immediately preceding month if Retirement shall not be
on the last day of a month), or
either of the two immediately preceding consecutive
twelve-month periods, whichever such period yields
the highest total Compensation; provided, however,
that if bonuses are paid under the Companys
Incentive Compensation Plan more than once during any
such twelve-month period, only the greatest such
bonus shall be taken into account;(i) or (ii) reduced by:(iii)
    
    the amount of Retirement Income,
expressed as a life annuity, then payable to such
Participant pursuant to the RIP (inclusive of the
Excess Retirement Benefit Plan and the Benefit
Restoration Plan) or, with respect to an individual
who becomes a Participant on or after January 1, 2001,
any other defined benefit pension plan, regardless of
whether said plan is qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended,
maintained by the Company or any Affiliated Company,
assuming payment of such Retirement Income commenced
as of the date of Retirement. (c) Retirement On or After Age 55, but Prior to Age 60 Upon the Retirement of a Participant on or after age 55 (age 50 in the
case of any Participant with respect to whom the age condition for becoming a
Participant is age 50), but prior to age 60, he shall be entitled to receive an
annual Supplemental Retirement Benefit payable in twelve (12) equal monthly
installments in the form of a life annuity (except as otherwise provided in
Section 3(e)) equal to the greater of:  (i)
    
    that percentage of his Accrued
Benefit set forth in Column A below (corresponding to
his age at Retirement); or(ii)
    
    that percentage set forth in
Column B below (corresponding to his age at
Retirement), of his total Compensation paid during the
consecutive twelve-month period ending on the date of
Retirement (or the last day of the immediately
preceding month if Retirement shall not be on the last
day of a month), or either of the two immediately
preceding consecutive twelve-month periods, whichever
such period yields the highest total Compensation;
provided, however, that if bonuses are paid under the
Companys Incentive Compensation Plan more 6




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than once
during any such twelve-month period, only the greatest
such bonus shall be taken into account: AttainedAge
    
    Column A
    
    Column B59
    
    
    109
    %
    
    
    49
    %58
    
    
    108
    %
    
    
    48
    %57
    
    
    107
    %
    
    
    47
    %56
    
    
    106
    %
    
    
    46
    %55
    
    
    105
    %
    
    
    45
    %54
    
    
    104
    %
    
    
    44
    %53
    
    
    103
    %
    
    
    43
    %52
    
    
    102
    %
    
    
    42
    %51
    
    
    101
    %
    
    
    41
    %50
    
    
    100
    %
    
    
    40
    %
  (i) or (ii) reduced by:(iii)
    
    the amount of Retirement Income,
expressed as a life annuity, then payable to such
Participant pursuant to the RIP (inclusive of the
Excess Retirement Benefit Plan and the Benefit
Restoration Plan) or, with respect to an individual
who becomes a Participant on or after January 1, 2001,
any other defined benefit pension plan, regardless of
whether said plan is qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended,
maintained by the Company or any Affiliated Company,
assuming payment of such Retirement Income commenced
as of the later of (x) the Participants attainment of
age fifty-five (55), or (y) the date of Retirement;
provided, however, that the foregoing shall not be
construed to require a reduction with respect to any
Supplemental Retirement Benefit paid prior to the
Participants attainment of age fifty-five (55). (d) Retirement Prior to May 5, 1987 Notwithstanding any provision herein to the contrary, any Participant
whose Retirement occurred prior to May 5, 1987, shall continue to receive a
Supplemental Retirement Benefit pursuant to the terms of the Plan as in effect
on the date of his Retirement. 7




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(e) Optional Form of Payment A Participant may elect to receive his Supplemental Retirement Benefit in
any of the optional forms of payment described in Sections 6.1 and 6.2 of the
RIP. Such election must be made on or before, and shall take effect on, the
date of the Participants Retirement. (f) Offsets The amount otherwise payable under the Plan, but only with respect to
benefits accrued on or after January 1, 2001, shall be reduced by all or part
of any amount paid or payable to or on account of any Participant under the
provisions of any present or future law, pension, or benefit scheme of any
sovereign government (including Workers Compensation), or any of its political
subdivisions, on account of which contributions have been made or premiums or
taxes have been paid by the Company. If such amount is payable in the form of
a lump sum, the Supplemental Retirement Benefit payable to or on account of a
Participant shall be reduced by a monthly benefit which is the Equivalent
Actuarial Value (as defined in the RIP) of the lump sum. However, the
preceding sentences shall have no applicability to benefits payable under Title
II of the Social Security Act, which are to be used to reduce the benefits
otherwise provided in Article 4 of the RIP.  4.
    
    Time of Payment Supplemental Retirement Benefits shall commence on the first day of the
calendar month coinciding with or next following a Participants Retirement.  5.
    
    Funding The Company shall not be required to fund Supplemental Retirement Benefits
hereunder. The obligations which the Company incurs hereunder may be satisfied
only out of its general corporate assets, and satisfaction of such obligations
shall be subject to any claims of the Companys other creditors having priority
as to the Companys assets. Nothing contained herein, and no action taken
pursuant to the provisions hereof, shall create or be construed to create a
trust of any kind or a fiduciary relationship between the Company, any
Participant, or any other person.  6.
    
    Nonalienability Except as to withholding of any tax under the laws of the United States or
any state or locality, no Supplemental Retirement Benefit payable at any time
hereunder shall be subject in any manner to alienation, sale, transfer,
assignment, pledge, attachment or other legal process, or encumbrance of any
kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise
encumber any such Supplemental Retirement Benefit, whether currently or
thereafter payable, shall be void. Except as otherwise specifically provided
by law, no Supplemental Retirement Benefit shall, in any manner, be liable for
or subject to the debts or liabilities of any Participant or any other person
entitled to such benefits. 8




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7.
    
    Miscellaneous (a) This Plan shall not be construed as providing any Participant with the
right to be retained in the Companys employ or to receive any benefit not
specifically provided hereunder. (b) Nothing contained herein shall exclude or in any manner modify or
otherwise affect any existing or future rights of any Participant to
participate in and receive the benefits of any compensation, bonus, pension,
life insurance, medical and hospitalization insurance or other employee benefit
plan or program to which he otherwise might be or become entitled as an officer
and/or employee of the Company. Notwithstanding anything to the contrary
contained herein, during the period that clause (ii) of Section 8(b) hereof is
in effect, Section 8 hereof may not be amended in any manner that would
adversely affect the rights of any Eligible Employee thereunder. (c) This Plan shall not be deemed to constitute an amendment to, or a part
of, the RIP. All references hereunder to the RIP shall include any amended or
successor plan or plans maintained by the Company, the terms of which may be
applicable at any time to a Participants Retirement. However, if the RIP
terminates, merges with, or is superseded by a successor plan, and as a result
thereof the amount of Supplemental Retirement Benefit to be paid to any
Participant hereunder would be reduced or calculated on a different basis, or
commence at a later date or dates, such Supplemental Retirement Benefit shall
not be less than an amount calculated pursuant to the provisions of this Plan
and in accordance with the terms of the RIP as in effect on the date on which
occurs any such termination, merger or supersession. (d) This Plan shall be construed in accordance with and governed by the
laws of the State of Delaware, without regard to its conflicts of law
principles. (e) If the Company shall find that any Participant is unable to care for
his affairs because of illness or accident, any Supplemental Retirement Benefit
payment due hereunder (unless a prior claim therefor shall have been made by a
duly appointed guardian, committee, or other legal representative) may be paid
to such Participants spouse, child, brother or sister, or to any person deemed
by the Company to have incurred expense for such person otherwise entitled to
payment. Any such payment shall be a complete discharge of the liabilities of
the Company hereunder. (f) Notwithstanding any other provision hereof, all Supplemental
Retirement Benefit payments which are being paid, or are then payable hereunder
shall become immediately due and payable to a Participant in an actuarially
equivalent lump sum if the Company shall make a general assignment for the
benefit of creditors, or if any proceedings under the Bankruptcy Act are
instituted by or against the Company and, if instituted against the Company, is
consented to or acquiesced in by it or remains undismissed for 60 days, or if a
receiver or trustee in bankruptcy shall be appointed for 9




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the Company. In
addition, in the event of any such proceeding as aforesaid by or against the
Company under the Bankruptcy Act, or any such assignment, a Participant shall
be entitled to prove a claim for any unpaid portion of the benefit provided
hereunder and, if the claim is not discharged in full in any such proceeding,
or assignment, it will survive any discharge of the Company under any such
proceeding or assignment. (g) The Company shall have the right, at any time and from time to time,
to amend in whole or in part, or to terminate any of the provisions of this
Plan, and such amendment or termination shall be binding upon all Participants
and parties in interest; provided, however, that no such amendment or
termination shall impair any rights which have accrued to Participants
hereunder to the date of such amendment or termination. (h) Subject to Section 7(i),  (i)
    
    a Participant whose employment
with the Company is terminated for cause shall not
be entitled to a Supplemental Retirement Benefit under
this Plan;(ii)
    
    if, subsequent to the
Participants termination of employment with the
Company other than for cause, the Company discovers
the occurrence of an act or failure to act by the
Participant that would have enabled the Company to
terminate the Participants employment for cause had
the Company known of such act or failure to act at the
time of its occurrence, the Participant (and his
beneficiaries) shall forfeit the right to any future
Supplemental Retirement Income hereunder and shall
repay (including without limitation by means of offset
against any amount owed to the Participant) to the
Company all amounts received hereunder subsequent to
the date on which occurred the act or failure to act
constituting cause; and(iii)
    
    any Participant who, subsequent
to his termination other than for cause, violates
such Employee and Secrecy Agreement or such
noncompetition agreement shall forfeit his (and his
beneficiaries) right to any future Supplemental
Retirement Income hereunder and shall repay (including
without limitation by means of offset against any
amount owed to the Participant) all amounts received
hereunder subsequent to the date on which occurred
such violation. For the purposes of Sections 7(h) and 7(i), cause shall mean (A) prior to the
expiration of any Employee and Secrecy Agreement or any agreement containing
noncompetition provisions between the Participant and the Company, the
violation of either such agreement; (B) the willful and continued failure by a
Participant to substantially perform his job duties (other than any such
failure resulting from the Participants incapacity due 10




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to physical or mental
illness), after demand for substantial performance is delivered by the Company
that specifically identifies the manner in which the Company believes the
Participant has not substantially performed his duties; or (C) the willful
engaging by the Participant in misconduct that is materially injurious to the
Company, monetarily or otherwise. (i) The provisions of Section 7(h) shall not (i) apply to benefits that
have accrued to a Participant as of March 24, 1999 and (ii) apply in respect of
acts or
omissions that give rise to cause which occur subsequent to a Change in
Control of the Company (as defined in Section 8(d)).  8.
    
    Change in Control of the Company (a) Notwithstanding any other provision of this Plan, in the event of a
Change in Control of the Company (as defined below), (i) the Supplemental
Retirement Benefit of a Participant whose Retirement occurs prior to the date
of the Plans termination and within two years after the date of such Change in
Control of the Company shall not be less than his Supplemental Retirement
Benefit determined as of the date immediately preceding the Change in Control
of the Company (in accordance with the terms of the Plan in effect as of such
date); provided, however, that for purposes of computing the percentages set
forth in clauses (i) and (ii) of Section 3(c) hereof, there shall be utilized
such Participants age at the date of his Retirement, and (ii) if this Plan
shall be terminated within two years after such Change in Control of the
Company, then each Participant as of the date of termination shall have a
vested right to receive, upon Retirement, a Supplemental Retirement Benefit
which is not less than his Supplemental Retirement Benefit determined as of the
date immediately preceding the Change in Control of the Company (in accordance
with the terms of the Plan in effect as of such date); provided, however, that
for purposes of computing the percentages set forth in clauses (i) and (ii) of
Section 3(c) hereof, there shall be utilized such Participants age as of the
second anniversary of the date of the Change in Control of the Company. (b) Notwithstanding any other provision of this Plan, upon the occurrence
of a Change in Control of the Company (as defined below), (i) each Eligible
Employee who is employed by the Company and who has not on the date of the
Change in Control of the Company become a Participant (determined without
regard to this Section 8(b)) shall, effective as of the date immediately
preceding the date of the Change in Control of the Company, become a
Participant under the Plan and shall remain a Participant hereunder until his
Retirement; provided, however, that the Supplemental Retirement Benefits of any
such Participant who does not become entitled to payment under clause (ii) of
this Section 8(b) shall be paid in accordance with Sections 3 and 4 of the
Plan, except that payment shall in no event commence prior to the Participants
attainment of age 55 (age 50 in the case of any Participant with respect to
whom the age condition for becoming a Participant is age 50); and (ii) if the
Retirement of a Participant (determined with regard to this Section 8(b))
occurs during the two-year period following a Change in Control of the Company
(or, in the case of Participants who have entered into employment agreements
with the Company, the period ending with the expiration of such agreement),
unless such Retirement is (A) because of the Participants death or Disability
(as defined below), (B) by the Company for Cause (as defined below) or (C) 11




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by
the Participant other than for Good Reason (as defined below) (such Retirement
of a Participant being hereinafter referred to as a Qualifying Termination),
then the Company shall pay to the Participant, no later than the fifth day
following the date of the Participants Qualifying Termination, a lump-sum
amount equal to the present value of the Participants annual Supplemental
Retirement Benefit, under a single life annuity form of payment, determined as
of the date of the Qualifying Termination. For purposes of clause (ii) of the
preceding sentence, (w) it shall be assumed that a Participants annual
Supplemental Retirement Benefit hereunder would otherwise commence at the
earliest possible benefit commencement date under this Plan, (x) solely for
purposes of determining Compensation, it shall be assumed that the date of
Retirement for purposes of Section 3 is the date of the Change in Control of
the Company if such date yields a higher total Compensation than does the date
of the Qualifying Termination, (y) the present value of such annual amount
shall be determined by using the mortality table prescribed by the Secretary of
the Treasury under Section 417(e)(3)(A)(ii)(l) of the Internal Revenue Code of
1986, as amended, as in effect on the date of the Qualifying Termination, and
the annual rate of interest on 30-year Treasury Securities as specified by the
Commissioner of Internal Revenue for the second full month preceding the month
in which the Qualifying Termination occurs, and (z) with respect to any
Participant who has entered into an employment agreement with the Company,
annual Supplemental Retirement Benefit shall include any increment to such
Benefit that is payable under the terms of such agreement. (c) Notwithstanding any other provision of this Plan, upon the occurrence
of a Change in Control of the Company (as defined below), with respect to each
then former employee of the Company who on the date of his Retirement was a
Participant and who had not received a complete distribution of his
Supplemental Retirement Benefit on the date of the Change in Control of the
Company, the Company shall pay, no later than the fifth day following the
occurrence of such Change in Control, a lump-sum amount equal to the present
value of the undistributed portion of the Participants Supplemental Retirement
Benefit, under a single life form of payment or such other form previously
selected by the Participant pursuant to Section 3(e) hereof, determined as of
the date of such Change in Control. For purposes of the preceding sentence,
present value shall be determined in accordance with the provisions, to the
extent applicable, of the final sentence of Section 8(b) hereof. (d) For purposes of the Plan, a Change in Control of the Company shall
be deemed to have occurred if (i) any person (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act)), other than the Company, any person who on the date
hereof is a director or officer of the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, or any
corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company, is or becomes the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Companys then
outstanding securities, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors, and any new director 12




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(other than a director designated by a person
who has entered into an agreement with the Company to effect a transaction
described in clause (i) or (iii) of this Section) whose election by the Board
of Directors or nomination for election by the Companys stockholders was
approved by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute at least a majority thereof; or (iii) the shareholders of
the Company approve a merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity) more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the shareholders of the Company approve
a plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Companys assets. (e) As used herein, the term Disability shall mean, as a result of a
Participants incapacity due to physical or mental illness, his absence from
the full-time performance of his duties with the Company for six (6)
consecutive months, and his failure to return to the full-time performance of
his duties within thirty (30) days after written notice of termination is
given. (f) As used in Section 8, the term Cause shall mean an act or acts of
dishonesty constituting a felony under the laws of the United States or any
State thereof and resulting or intended to result directly or indirectly in
gain or personal enrichment at the expense of the Company. Notwithstanding the
foregoing, a termination for Cause shall not be deemed to have occurred unless
and until there shall have been delivered to the Participant a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
(3/4) of the entire membership of the Board of Directors at a meeting of the
Board of Directors called and held for such purpose (after reasonable notice to
the Participant and an opportunity for him, together with his counsel, to be
heard before the Board of Directors), finding that in the good faith opinion of
the Board of Directors the Participant was guilty of conduct set forth above in
this Section 8(f) and specifying the particulars thereof in detail. (g) As used herein, the term Good Reason shall mean, without the express
written consent of the Participant, the occurrence after a Change in Control of
the Company of any of the following circumstances unless, in the case of
paragraph (i), (v) or (vi), such circumstances are fully corrected prior to the
date of termination specified in a notice of termination given in respect
thereof:  (i)
    
    the assignment to the Participant
of any duties inconsistent with the position in the
Company that he held immediately prior to the Change
in Control of the Company, or a significant adverse
alteration in the nature or status of his
responsibilities from those in effect immediately
prior to such change; 13




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(ii)
    
    a reduction by the Company in the
Participants annual base salary as in effect on the
date hereof or as the same may be increased from time
to time;(iii)
    
    the relocation of the Companys
principal executive offices to a location outside the
Greenwich Metropolitan Area (or,
if different, the metropolitan area in which such
offices are located immediately prior to the Change
in Control of the Company) or the Companys requiring
the Participant to be based anywhere other than the
Companys principal executive offices except for
required travel on the Companys business to an
extent substantially consistent with the
Participants present business travel obligations;(iv)
    
    the failure by the Company to pay
to the Participant any portion of his current
compensation except pursuant to an across-the-board
compensation deferral similarly affecting all officers
of the Company and all officers of any person whose
actions resulted in a Change in Control of the Company
or any person affiliated with the Company or such
person, or to pay to the Participant any portion of an
installment of deferred compensation under any
deferred compensation program of the Company, within
seven (7) days of the date such compensation is due;(v)
    
    the failure by the Company to
continue in effect any compensation plan in which the
Participant participates immediately prior to the
Change in Control of the Company which is material to
the Participants total compensation, including but
not limited to the Companys Retirement Income Plan
for Salaried Employees, Employees Savings Plan,
Incentive Compensation Plan, and 1982 Stock Option
Plan, or any substitute plans adopted prior to the
Change in Control of the Company, 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 to continue the
Participant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
Participants participation relative to other
participants, as existed at the time of the Change in
Control of the Company; or(vi)
    
    the failure by the Company to
continue to provide the Participant with benefits
substantially similar to those enjoyed by him under
any of the Companys life insurance, 14




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medical, health
and accident, or disability plans in which he were
participating at the time of the Change in Control of
the Company, the taking of any action by the Company
which would directly or indirectly materially reduce
any of such benefits or deprive the Participant of any
material fringe benefit enjoyed by him at the time of
the Change in
Control of the Company, or the failure by the Company
to provide the Participant with the number of paid
vacation days to which he is entitled on the basis of
years of service with the Company in accordance with
the Companys normal vacation policy in effect at the
time of the Change in Control of the Company; provided, however, that, in the case of a Participant who has entered into an
Employment Agreement with the Company, Good Reason shall have the meaning set
forth in such Agreement.  9.
    
    Medical Benefits Each Participant whose employment with the Company (or any subsidiary or
affiliate of the Company) terminates prior to the Participants attainment of
age 65 shall be treated as a retired officer for purposes of continuing
medical coverage (until attainment of age 65) under the Companys group
insurance program. Notwithstanding the foregoing, no Eligible Employee who
first satisfies the requirements set forth in Section 2 hereof for
participation in the Plan after January 1, 2003 shall become eligible for, or
otherwise entitled to, the benefits contemplated by the immediately preceding
sentence.  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 the Companys
obligations hereunder in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place. As
used in the Plan, Company shall mean the Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid which executes and
delivers the agreement provided for in this Section 10 or which otherwise
becomes bound by all the terms and provisions of the Plan by operation of law. 15