**EXHIBIT 10.15**

 

**GREENPOINTFINANCIAL CORP.**

 

**DeferredCompensation Plan**

 

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**GREENPOINTFINANCIAL CORP.**

 

**DeferredCompensation Plan**

 
| 1.     | Purpose                                                                               |
|--------|---------------------------------------------------------------------------------------|
|   |                                                                                  |
| 2.     | Definitions                                                                           |
|   |                                                                                  |
| 3.     | Administration                                                                        |
|   |                                                                                  |
| 4.     | Participation                                                                         |
|   |                                                                                  |
| 5.     | Deferrals                                                                             |
|   |                                                                                  |
| 6.     | Deferral Accounts                                                                     |
|   |                                                                                  |
| 7.     | Company Contributions                                                                 |
|   |                                                                                  |
| 8.     | Distribution or Withdrawal of Deferral  Accounts                                      |
|   |                                                                                  |
| 9.     | Provisions Relating to Section 16 of the  Exchange Act and Section 162(m) of the Code |
|   |                                                                                  |
| 10.    | Statements                                                                            |
|   |                                                                                  |
| 11.    | Sources of Stock                                                                      |
|   |                                                                                  |
| 12.    | Amendment and Termination                                                             |
|   |                                                                                  |
| 13.    | General Provisions                                                                    |
|   |                                                                                  |
| 14.    | Effective Date                                                                        |

 

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**1.**                                      ***Purpose***.  The purpose of the GreenPoint FinancialCorp. Deferred Compensation Plan (the “Plan”) is to provide to members of aselect group of management or highly compensated employees of GreenPointFinancial Corp. (the “Company”) and its subsidiaries and/or its affiliates whoare selected for participation in the Plan a means to defer receipt ofcompensation on a pre-tax basis and accumulate wealth by having such deferredamounts treated as if invested in specified investment vehicles, in order toenhance the Company’s ability to attract and retain qualified key personnelnecessary for the continued success and progress of the Company, and toencourage such persons to retain a long-term equity stake in the Company.

 

**2.****                                     *****Definitions*****.**  In addition to the terms defined in Section1 above, the following terms used in the Plan shall have the meanings set forthbelow:

 

(a)                                  “Administrative Committee” means thecommittee of officers of the Company designated by the Committee to administerthe Plan, which is composed of the Director of Human Resources, an AssistantGeneral Counsel, and the Manager of Compensation.  The Committee may perform any function of the AdministrativeCommittee hereunder, in which case the term “Administrative Committee” shallrefer to the Committee.

 

(b)                                 “Beneficiary” means the person (includingany trust) who is a beneficiary in accordance with Section 13(a).

 

(c)                                  “Board” or “Board of Directors” means theBoard of Directors of the Company.

 

(d)                                 “Cause” means, unless otherwise provided bythe Administrative Committee, (1) “Cause” as defined in any employment,consulting or similar agreement between a Participant and the Company or one ofits subsidiaries or affiliates to which the Participant is a party, or (2) ifthere is no such agreement or if it does not define Cause: an intentionalfailure to perform stated duties, willful misconduct, breach of a fiduciaryduty involving personal profit, or acts or omissions of personal dishonesty,any of which results in material loss to the Company or any of its subsidiariesor affiliates or, any willful violation of any law, rule or regulation (otherthan traffic violations or similar offenses) or final cease-and-desist orderwhich results in material loss to the Company or any of its subsidiaries oraffiliates.  The AdministrativeCommittee shall, unless otherwise provided in an agreement with theParticipant, have the sole discretion to determine whether “Cause” exists, andits determination shall be final.

 

(e)                                  “Cash Deferral” means that portion of thecredits to a Participant’s Deferral Account which is attributable to cash-baseddeferrals or contributions and hypothetical income and appreciation anddepreciation in value thereof.

 

(f)                                    “Change in Control” means the happening ofany of the following events after any amounts have been deferred under thePlan:

 

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(i)                                     The acquisition by any individual, entityor group (within the meaning of Section 13(d)(3) or 14(d)(2) of the ExchangeAct) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of 20% or more of either (A) the thenoutstanding shares of Stock of the Company (the “Outstanding Company CommonStock”) or (B) the combined voting power of the then outstanding votingsecurities of the Company entitled to vote generally in the election ofdirectors (the “Outstanding Company Voting Securities”); provided, however,that for purposes of this subsection (i), the following acquisitions shall notconstitute a Change in Control: (1) any acquisition directly from the Company,(2) any acquisition by the Company, (3) any acquisition by any employee benefitplan (or related trust) sponsored or maintained by the Company or anycorporation controlled by the Company or (4) any acquisition by any corporationpursuant to a transaction which complies with clauses (A), (B) and (C) ofsubsection (iii) below; or

 

(ii)                                  Individuals who, as of the effective date ofthe Plan, constitute the Board (the “Incumbent Board”) cease for any reason notto constitute at least a majority of the Board; provided, however, that anyindividual becoming a director subsequent to the effective date of the Planwhose election, or nomination for election by the Company’s shareholders, wasapproved by a vote of at least a majority of the directors then comprising theIncumbent Board shall be considered as though such individual were a member ofthe Incumbent Board, but excluding, for this purpose, any such individual whoseinitial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or otheractual or threatened solicitation of proxies or consents by or on behalf of aPerson other than the Board; or

 

(iii)                               Consummation of a reorganization, merger orconsolidation or sale or other disposition of all or substantially all of theassets of the Company (a “Business Combination”), in each case, unless,following such Business Combination, (A) all or substantially all of theindividuals and entities who were the beneficial owners, respectively, of theOutstanding Company Common Stock and Outstanding Company Voting Securitiesimmediately prior to such Business Combination beneficially own, directly orindirectly, more than 50% of, respectively, the then outstanding shares ofStock and the combined voting power of the then outstanding voting securitiesentitled to vote generally in the election of directors, as the case may be, ofthe corporation resulting from such Business Combination (including, withoutlimitation, a corporation which as a result of such transaction owns theCompany or all or substantially all of the Company’s assets either directly orthrough one or more subsidiaries) in substantially the same proportions astheir ownership, immediately prior to such Business Combination of theOutstanding Company Common Stock and Outstanding Company Voting Securities, asthe case may be, (B) no Person (excluding any employee benefit plan (or relatedtrust) of the Company or such corporation resulting from such BusinessCombination) beneficially owns, directly or indirectly, 20% or more of,respectively, the then outstanding shares of common stock of the corporationresulting from such Business Combination or the combined voting power of thethen outstanding voting securities of such corporation except to the extentthat such ownership existed prior to the Business Combination and (C) at leasta majority of the members of the board of directors of the corporationresulting from such Business Combination were members of the Incumbent Board atthe time of the execution of the initial agreement, or of the action of theBoard, providing for such Business Combination; or

 

(iv)                              Approval by the shareholders of the Companyof a complete liquidation or dissolution of the Company.

 

(g)                                 “Code” means the Internal Revenue Code of1986, as amended.  References to anyprovision of the Code or regulation (including a proposed regulation)thereunder shall include any successor provisions or regulations.

 

(h)                                 “Committee” means the CompensationCommittee of the Board.  The Board mayperform any function of the Committee hereunder, in which case the term“Committee” shall refer to the Board.

 

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(i)                                     “Company Contributions Account” means thesubaccount under a Participant’s Deferral Account which reflects CompanyContributions under the Plan and amounts of hypothetical income andappreciation and depreciation in value of such subaccount.

 

(j)                                     “Company Contributions” means contributionsto a Participant’s Company Contributions Account made in accordance withSection 7.

 

(k)                                  “Deferral Account” means the account orsubaccount established and maintained by the Company to account for deferralsby a Participant, any Company Contributions, and amounts of hypothetical incomeand appreciation and depreciation in value of such account or subaccount, asdescribed in Section 6.  DeferralAccounts will be maintained solely as bookkeeping entries by the Company toevidence unfunded obligations of the Company.

 

(l)                                     “Deferred Stock” means that portion of thecredits to a Participant’s Deferral Account which is attributable toStock-based deferrals or contributions and dividend equivalents.  Each credited share of Deferred Stockrepresents the right to receive one share of Stock at distribution orwithdrawal together with rights to dividend equivalents and other rights and limitationsspecified in the Plan.

 

(m)                               “Disability” means,unless otherwise provided by the Administrative Committee, “disability” or“disabled” as defined in the Company’s pension plan or, if not so defined,shall mean that the Participant is eligible to receive disability benefitsunder the Company’s long-term disability program.

 

(n)                                 “Exchange Act” means the SecuritiesExchange Act of 1934, as amended. References to any provision of the Exchange Act or rule thereunder shallinclude any successor provisions or rules.

 

(o)                                 “Fair Market Value” means, in the case ofStock, as of any given date, the closing price per share of Stock on such dateor, if there are no reported sales on such date, on the last day prior to suchdate on which there were sales of the Stock on the New York Stock Exchange or,if not listed on such exchange, on any other national securities exchange onwhich the Stock is listed or on Nasdaq.  If there is no regular public trading market for the Stock, the FairMarket Value of the Stock shall be determined by the Administrative Committeein good faith.  In the case of propertyother than Stock, the amount a willing buyer would pay to a willing seller forsuch property with neither party acting under duress, as determined by theAdministrative Committee.

 

(p)                                 “Participant” means any person who, as anemployee of the Company or any subsidiary or affiliate of the Company, isdesignated as eligible to participate and who thereafter participates or makesan election to participate in the Plan.

 

(q)                                 “Plan Year” means the period from January 1through December 31 of a given year. The initial Plan Year will be January 1, 2002 through December 31, 2002.

 

(r)                                    “Retirement” means, unless otherwisedetermined by the Administrative Committee, a Participant’s termination ofemployment from the Company and its subsidiaries and affiliates after at leastten years of service and with the sum of the Participant’s age and years ofservice equal to or exceeding 75.  Forthis purpose, “years of service” shall equal “ Vested Service” determined underthe Company’s pension plan.

 

(s)                                  “Stock” means the Company’s common stock,par value $.01 per share, as adjusted in accordance with Section 6(c)(v).

 

(t)                                    “Trust” means any trust or trustsestablished by the Company as part of the Plan pursuant to Section 6(e).

 

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**3.****                                     *****Administration*****.**

 

(a)                                  *Authority*.  The Administrative Committee shalladminister the Plan in accordance with its terms and any directions of theCommittee, and shall have all powers necessary to accomplish such purpose,including the power and authority to construe and interpret the Plan, to definethe terms used herein, to prescribe, amend and rescind rules and regulations,agreements, forms, and notices relating to the administration of the Plan, tomake all other determinations necessary or advisable for the administration ofthe Plan, and to determine whether to terminate participation of and acceleratedistributions to Participants.  Anyactions of the Committee or Administrative Committee with respect to the Planand determinations in all matters hereunder shall be conclusive and binding forall purposes and upon all persons, including the Company, Participants,Beneficiaries, employees, and their respective successors in interest.

 

(b)                                 *Service on Committee or Administrative Committee*.  Persons serving on the Administrative Committee shall be appointed byand remain in office at the will of, and may be removed with or without causeby, the Committee.  The AdministrativeCommittee may delegate administrative and other functions under the Plan toofficers or employees of the Company or its subsid­iaries, or other agents,except as limited by the Plan.  Nomember of the Committee or Administrative Committee shall be entitled to act onor decide any matter relating solely to himself or herself or any of his or herrights or benefits under the Plan.  Nobond or other security shall be required in connection with the Plan of theCommittee or the Administrative Committee or any member thereof in any jurisdiction.

 

**4.****                                     *****Participation*****.**  The Administrative Committee shall determinethe employees of the Company and its subsidiaries and/or affiliates, from amongthose who qualify as a select group of management or highly compensatedemployees, who will be eligible to participate in the Plan.  The Administrative Committee may limitparticipation by otherwise eligible employees in its discretion, including, forexample, for a specified period following a Participant’s withdrawal from aDeferral Account under Section 8(e).

 

**5.****                                     *****Deferrals*****.**  To the extent authorized by theAdministrative Committee, a Participant may elect to defer compensation orawards which may be in the form of cash, Stock, Stock-denominated awards orother property to be received from the Company or a subsidiary or affiliate ofthe Company.  Stock-denominated awardsthat the Administrative Committee may authorize for deferral include (i) stockunits granted under the Company’s 1999 Stock Incentive Plan, 2001 Stock Plan,or other Company plans and (ii) the shares representing the profit uponexercise of stock options granted under any such plan, in circumstances inwhich the option exercise price is paid by the surrender of previously acquiredshares.  In addition, the AdministrativeCommittee may authorize the exchange of awards of restricted stock units foroutstanding restricted stock, in order to permit the deferral of suchrestricted stock units under the Plan, provided that substantially identicalvesting terms and other obligations of the employee applicable to thesurrendered restricted stock will apply to the replacement restricted stockunits.  (All deferrals ofStock-denominated awards under the Plan are referred to as Deferred Stock,including awards originally denominated “restricted stock units” or “stockunits”).

 

(a)                                  *Limits on Amounts Deferred*.  The foregoingnotwithstanding, with respect to a given Plan Year, a Participant may deferreceipt of not more than 50% of the Participant’s annual base salary, and theamount of a Participant’s deferrals in a given Plan Year will be reduced to theextent necessary so that his or her cash compensation not deferred under thePlan and any other contributory plan of the Company will equal or exceed theaggregate of FICA (including Medicare), any other applicable employment tax,employee benefit plan contributions, and mandatory income tax required to bewithheld by the Company or its subsidiaries or affiliates for that Plan Yearwith respect to the Participant.  Inaddition to such limitations, and any terms and conditions of deferral setforth under plans, programs or arrangements from which receipt of compensationor awards is deferred under this Plan, the Administrative Committee may imposelimitations on the amounts permitted to be deferred and other terms andconditions on deferrals under the Plan. Any such limitations, and other terms and conditions of deferral, shallbe specified in documents setting forth terms and conditions of deferrals underthe Plan, rules relating to the Plan or election forms, other forms, orinstructions published by or at the direction of the AdministrativeCommittee.  The Administrative Committeemay permit awards and other amounts to be treated as deferrals under the Plan,including deferrals that may be mandatory under the terms of another plan orarrangement of the Company, for administrative convenience or otherwise toserve the purposes of the Plan and such other plan or arrangement.

 

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(b)                                 *Elections*.  An election to defer compensation or awardshereunder must be received by the Administrative Committee prior to thedeadline specified by the Administrative Committee.  A Participant’s elections on a properly completed election form shallbecome irrevocable at such times as the Administrative Committee may determinein its discretion.  Under nocircumstances may a Participant defer compensation or awards to which theParticipant has attained, at the time of deferral, a legally enforceable rightto current receipt of such compensation or awards.

 

**6.****                                     *****Deferral Accounts***.

 

(a)                                  *Establishment; Crediting of Amounts Deferred*. One or more Deferral Accounts will be established for each Participant,as determined by the Administrative Committee. The amount of compensation or awards deferred by a Participant hereunderwill be credited to the appropriate Deferral Account as of a date not laterthan five business days after the date on which such amounts would have beenpaid to the Participant but for the Participant’s election to defer, unlessotherwise determined by the Administrative Committee.  With respect to any fractional shares relating to aStock-denominated award, the Administrative Committee shall determine whetherto credit the Deferral Account with a fraction of a share of Deferred Stock, topay cash in lieu of the fractional share or carry forward such cash amountunder the Plan, round to the nearest whole share, round to the next wholeshare, or round down to eliminate the fractional share or otherwise makeprovision for the fractional share. Amounts of hypothetical income and appreciation and depreciation invalue of the Deferral Account will be credited and debited to, or otherwisereflected in, such Deferral Account from time to time.

 

(b)                                 *Hypothetical Investment Vehicles*.

 

(i)                                     Subject to the provisions of this Section6(b) and Sections 6(d) and 9, Cash Deferral amounts shall be deemed to beinvested, at the Participant’s direction, in one or more hypotheticalinvestment vehicles as may be specified from time to time by the AdministrativeCommittee; provided, however, that the right of the Administrative Committee toapprove or disapprove any investment direction given by a Participant is herebyreserved. The Administrative Committee may change or discontinue any or all of thehypothetical investment vehicles available under the Plan in its discretion;provided, however, that each affected Participant shall be given theopportunity to redirect the allocation of his or her Cash Deferral amountdeemed invested in the discontinued hypothetical investment vehicle(s) amongthe other hypothetical investment vehicles, if any.

 

(ii)                                  Amounts credited as Deferred Stock to aParticipant’s Deferral Account may not be reallocated or deemed reinvested inany other hypothetical investment vehicle, but shall remain as Deferred Stockuntil such time as the Deferral Account is distributed or withdrawn inaccordance with Section 8.

 

(c)                                  *Dividend Equivalents and Adjustments*. Deferred Stock credited to a Participant’s Deferral Account will becredited with dividend equivalents and subject to adjustment as provided inthis Section 6(c):

 

(i)                                     *Cash Dividends.*   If the Company declares andpays a dividend or distribution on Stock in the form of cash, then a number ofadditional shares of Deferred Stock shall be credited to each Participant’sDeferral Account as of the payment date for such dividend or distribution equalto the number of shares of Deferred Stock credited to the Deferral Account asof the record date for such dividend or distribution multiplied by the amountof cash actually paid as a dividend or distribution on each outstanding shareof Stock at such payment date, divided by the Fair Market Value of a share ofStock at such payment date.

 

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(ii)                                  *Non-Stock Dividends*.  If the Company declares andpays a dividend or distri­bution on Stock in the form of property other thanshares of Stock, then a number of additional shares of Deferred Stock shall becredited to each Participant’s Deferral Account as of the payment date for suchdividend or distribution equal to the number of shares of Deferred Stockcredited to the Deferral Account as of the record date for such dividend ordistribution multiplied by the Fair Market Value of such property actually paidas a dividend or distribution on each outstanding share of Stock at suchpayment date, divided by the Fair Market Value of a share of Stock at suchpayment date; provided, however, that, in lieu of crediting additional DeferredStock, the Administrative Committee may determine to set aside the same amountand type of property distributed to a holder of a share of Stock for deliveryto the Participant at the time of distribution or withdrawal of each share ofDeferred Stock, in such manner and on such terms as the AdministrativeCommittee may specify.

 

(iii)                               *Stock Dividends and Splits.*  Ifthe Company declares and pays a dividend or distribution on Stock in the formof additional shares of Stock, or there occurs a forward split of Stock, then anumber of additional shares of Deferred Stock shall be credited to eachParticipant’s Deferral Account as of the payment date for such dividend ordistribution or forward split equal to the number of shares of Deferred Stockcredited to the Deferral Account as of the record date for such dividend ordistribution or split multiplied by the number of additional shares of Stockactually paid as a dividend or distribution or issued in such split in respectof each outstanding share of Stock.

 

(iv)                              *Modifications to Dividend Equivalents Policy. *Other provisions of this Section 6(c) notwithstanding, theAdministrative Committee may modify the manner of payment or crediting ofdividend equivalents hereunder, in order to coordinate the value of DeferralAccounts with any trust established under Section 6(e) holding shares of Stock,for administrative convenience, or for any other reason.

 

(v)                                 *Adjustments*.  The number of shares ofDeferred Stock credited to the Participant’s Deferral Account may beappropriately adjusted by the Administrative Committee in order to preventdilution or enlargement of Participants’ rights with respect to Deferred Stock,in the event of any unusual corporate transaction or event which affects thevalue of Stock, provided that any such adjustment shall be made taking intoaccount any crediting of Deferred Stock to the Participant under otherprovisions of this Section 6(c) in connection with such transaction or event.

 

(d)                                 *Allocation and Reallocation of Hypothetical Investments*.  AParticipant may allocate the Cash Deferral portion of his or her DeferralAccount to one or more of the hypothetical invest­ment vehicles authorizedunder the Plan.  Subject to Section6(b)(ii) and any rules established by the Ad­ministrative Committee, aParticipant may reallocate such Cash Deferrals at times specified by the Admin­istrativeCommittee to one or more of such hypothetical investment vehicles, by filing anotice in such form and manner as may be specified by the AdministrativeCommittee.  The Administrative Committeemay, in its discretion, prohibit or restrict allocation into or reallocation byall or specified Participants into or out of specified hypothetical investmentvehicles, restrict the frequency of reallocation, or specify minimum or maximumamounts that may be allocated or reallocated by Participants.

 

(e)                                  *Trusts*.  The Administrative Committee may, in itsdiscretion, establish one or more Trusts (including sub-accounts under suchTrust(s)), and deposit therein amounts of cash, Stock, or other property inconnection with the Company’s obligations with respect to a Participant’sDeferral Account established under this Section 6.  If so determined by the Administrative Committee in any case inwhich deposited amounts or other assets represent the economic equivalent ofthe Participant’s deemed investment in his or her Deferral Account, the amountsof hypothetical income and appreciation and depreciation in value of suchDeferral Account may be deemed to be equal to the actual income on, andappreciation and depreciation of, such assets. Other provisions of this Section 6 notwithstanding, the timing ofallocations and reallocations of assets in such a Deferral Account, and thehypothetical investment vehicles available with respect to the Cash Deferral portionof the Deferral Account, may be varied to reflect the timing and nature of theactual investments relating to such assets.

 

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(f)                                    *Restrictions on Participant Direction.* The provisions of Section 6(b) and 6(d) notwithstanding, theAdministrative Committee may restrict or prohibit reallocations of amounts intoor out of specified hypothetical investment vehicles.

 

(g)                                 *Modifications to Comply with Accounting Rules*. Other provisions of the Plan notwithstanding, the AdministrativeCommittee may vary the manner in which Deferred Stock is credited to DeferralAccounts, provisions relating to in-service withdrawals and distributions withrespect to Deferred Stock, and other terms relating to Deferred Stock, in orderto comply with applicable accounting rules and prevent recognition of expenseby the Company after the initial measurement and recognition in connection withawards deferred as Deferred Stock hereunder.

 

**7.****                                     *****Company Contributions******.***

 

The Committee may provide for crediting ofCompany Contributions under the Plan, subject to this Section 7.  Such Company Contributions may be in theform of matching contributions or other discretionary contributions, includingthe crediting of additional Deferred Stock as a premium or inducement toParticipants to elect deferrals that will be credited as Deferred Stock.  Company Contributions on behalf of aParticipant shall be subject to such vesting rules, risks of forfeiture, andother terms and conditions as may be specified by the Committee.

 

**8.****                                     *****Distribution or Withdrawal of DeferralAccounts*****.**

 

(a)                                  *Form of Payment*.  The Company shall distributethe amount credited to a Participant’s Deferral Account, and discharge all ofits obligations to pay deferred compensation under the Plan with respect tosuch Deferral Account, as follows:

 

(i)                                     with respect to amounts credited to aParticipant’s Deferral Account other than Deferred Stock, payment of cash or,in the discretion of the Administrative Committee, by delivery of other liquidassets having a Fair Market Value equal to the amount credited to the DeferralAccount; provided, however, that, to the extent practicable, any assetsdelivered in distribution under this Section 8(a)(i) shall be of the same typeas the hypothetical investment vehicle in which the Participant’s DeferralAccount balances (other than Deferred Stock) were deemed invested at the timeof distribution; or

 

(ii)                                  with respect to Deferred Stock, by deliveryof shares of Stock.

 

(b)                                 *Forfeitures*.  If a Cash Deferral orDeferred Stock is subject to a risk of forfeiture pursuant to the terms ofanother plan, program, employment agreement or other arrangement, the electionto defer under the Plan and any crediting of amounts to the Participant’sDeferral Account will not affect such risk of forfeiture.  In the event of a forfeiture of suchamounts, the Participant shall likewise forfeit any hypothetical earnings,appreciation or depreciation, or dividend equivalents directly or indirectlyresulting from the forfeited Cash Deferral or Deferred Stock.

 

(c)                                  *Timing of Payments*.  The Administrative Committeeshall determine minimum and maximum deferral periods and any limitations onterms of deferrals.  Subject to theselimitations, payments in distribution of a Deferral Account shall be made assoon as practicable after the date or dates (before or after termination ofemployment with the Company and its subsidiaries and affiliates), and in suchnumber of installments, as may be directed by the Participant in his or herelection relating to such Deferral Account, provided that, if a Participant’semployment with the Company and its subsidiaries and affiliates terminates forreasons other than Retirement, Disability, or involuntary termination (otherthan for Cause), a single lump sum payment in distribution of his or herDeferral Account shall be made as promptly as practicable following suchtermination, unless otherwise determined by the Administrative Committee.

 

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(d)                                 *Hardship Withdrawal Due to Financial Emergency*. Other provisions of the Plan (except Section 9) notwithstanding, if,upon the written application of a Participant, the Administrative Committeedetermines that the Participant has an unanticipated financial emergency ofsuch a substantial nature, beyond the Participant’s control, and as to whichthe Participant lacks other readily available assets that could be used totimely address the emergency, so that withdrawal by the Participant of amountspreviously deferred under the Plan is warranted, the Administrative Committeemay direct the payment in a single lump sum to the Participant of all or aportion of the balance of a Deferral Account and the time and manner of suchpayment, provided that the amounts withdrawn shall be limited to thatdetermined by the Administrative Committee to be necessary to address theemergency.  Hardship withdrawals underthis Section 8(d) shall be permitted only in case of a illness or accidentaffecting the Participant or his or her dependent, a casualty loss toParticipant’s property, or other similar circumstances arising out of eventsbeyond Participant’s control.  AParticipant claiming a hardship will be required to submit documentationdemonstrating the hardship and proof that any emergency or loss cannot beaddressed by other assets or means.  TheAdministrative Committee may, in its discretion, determine that a Participantmaking a withdrawal under this Section 8(d) shall become ineligible to makedeferrals under the Plan for the remainder of the Plan Year in which thewithdrawal is made and for the next succeeding Plan Year, except for mandatorydeferrals under other plans and programs of the Company.

 

(e)                                  *Non-Scheduled Voluntary Withdrawal With 10% Penalty*. Other provisions of the Plan notwithstanding, a Participant mayvoluntarily withdraw all or a portion of his or her Deferral Account balanceupon prior written notice to the Administrative Committee, subject to a penaltyequal to 10% of the amount withdrawn. Withdrawn amounts will be paid to the Participant in a single lump sumpayment as promptly as practicable.  Theamount of any penalty under this Section 8(e) will be forfeited.  In addition, upon a withdrawal under thisSection 8(e), the Participant shall become ineligible to make deferrals underthe Plan for the remainder of the Plan Year in which the withdrawal is made andfor the next succeeding Plan Year, except for mandatory deferrals under otherplans and programs of the Company.

 

**9.****                                     *****Provisions Relating to Section 16 of theExchange Act and Section 162(m) of the Code*****.**

 

(a)                                  *Avoidance of Liability Under Section 16*. With respect to a Participant who is then subject to the reportingrequirements of Section 16(a) of the Exchange Act as a director or officer ofthe Company, the Administrative Committee shall implement transactions underthe Plan and administer the Plan in a manner that will ensure that eachtransaction by such Participant is exempt from liability under Rule 16b-3 orotherwise will not result in actual liability under Section 16(b) of theExchange Act.

 

(b)                                 *Compliance with Code Section 162(m)*. It is the intent of the Company that any compensation (including anyaward) deferred under the Plan by a person who is, with respect to the year ofdistribution or withdrawal, determined by the Administrative Committee likelyto be a “covered employee” within the meaning of Code Section 162(m) andregulations thereunder shall not, as a result of deferral hereunder, becomecompensation with respect to which the Company would not be entitled to a taxdeduction under Code Section 162(m). Accordingly, unless otherwise determined by the AdministrativeCommittee, if any payment in distribution or withdrawal of a Deferral Accountprior to a Change in Control would be subject to a loss of deductibility by theCompany at the time of a scheduled distribution or non-scheduled withdrawalhereunder or non-scheduled penalty withdrawal under Section 8(e), the portionof the distribution or withdrawal that would be non-deductible shall beautomatically deferred until the earliest date at which the payment may be madesuch that the payment, and other compensation deemed by the AdministrativeCommittee likely to be paid to the Participant in the same year, will be fullydeductible by the Company.

 

**10.****                              *****Statements***. The Administrative Committee will furnish a statement, after thecompletion of each Plan Year, to each Participant reflecting the amountscredited to a Participant’s Deferral Account and other information deemed relevantby the Administrative Committee.

 

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**11.****                              *****Sources of Stock***. Shares of Stock deliverable in distribution or upon withdrawal ofDeferred Stock, including shares deposited under the Plan in a Trust pursuantto Section 6, in connection with a deferral of a Stock-denominated awardgranted or acquired under another plan, program, or other arrangement thatprovides for the issuance of shares shall be deemed to have originated, andshall be counted against the number of shares reserved, under such other plan,program or arrangement.  Shares of Stockactually delivered in distribution or upon withdrawal of such deferral shall beoriginally issued shares or treasury shares in accordance with the terms ofsuch other plan, program or arrangement.

 

**12.****                              *****Amendment and Termination*****.** The Committee may, with prospective or retroactive effect, amend, alter,suspend, discontinue, or terminate the Plan at any time without the consent ofParticipants, Beneficiaries, stockholders, or any other person; provided,however, that, without the consent of a Participant, no such action shallmaterially and adversely affect such Participant’s rights to payment of amountscredited to such Participant’s Deferral Account.  Subject to the foregoing, the Administrative Committee may amendthe Plan (i) in any manner which does not materially increase the cost ofproviding benefits under the Plan, or (ii) to reflect any amendments to thePlan that are required or desirable in the judgment of the AdministrativeCommittee to comply with applicable laws, rules or regulations.  The foregoing notwithstanding, the Committeemay terminate the Plan and distribute to each Participant the amounts creditedto his or her Deferral Accounts, and the Committee reserves the right toaccelerate the distribution of individual Participants’ Deferral Accounts (inwhole or in part).

 

**13.****                              *****General Provisions******.***

 

(a)                                  *Limits on Transfer of Awards*. No right, title or interest of any kind in the Plan or to a DeferralAccount shall be transferable or assignable by a Participant or his or herBeneficiary, shall be subject to alienation, anticipation, encumbrance,garnishment, attachment, levy, execution or other legal or equitable process,or shall be subject to the debts, contracts, liabilities or engagements, ortorts of any Participant or his or her Beneficiary, except that rights topayment may be transferred in connection with the death of a Participant bywill or the laws of descent and distribution or pursuant to a valid Beneficiarydesignation filed with the Administrative Committee in accordance with suchrules as the Administrative Committee may prescribe.  Any attempt to alienate any interest of a Participant orBeneficiary under the Plan, in any manner described in the preceding sentenceor otherwise (except as permitted in connection with the Participant’s death)shall be void.  A Participant maydesignate a Beneficiary in writing by filing with the Administrative Committeea properly completed Beneficiary Designation Form.

 

(b)                                 *Receipt and Release*.  Payments of distributions orwithdrawals (in any form) to any Participant or Beneficiary in accordance withthe provisions of the Plan shall, to the extent thereof, be in fullsatisfaction of all claims for the compensation or awards deferred and relatingto the Deferral Account to which the payments relate against the Company or anysubsidiary or affiliate, and the Administrative Committee may require suchParticipant or Beneficiary, as a condition to such payments, to execute areceipt and release to such effect.  Inthe case of any payment under the Plan of less than all amounts then creditedto a Deferral Account in the form of Deferred Stock, the amounts paid shall bedeemed to relate to the Deferred Stock credited to the Deferral Account at theearliest time.

 

(c)                                  *Unfunded Status of Awards*.  The Plan constitutes an“unfunded” plan for deferred compensation and Participants shall rely solely onthe unsecured promise of the Company for payment hereunder.  The establishment and maintenance of, orallocations and credits to, the Deferral Account of any Participant or theestablishment of a Trust or Trusts shall not vest in any Participant any right,title or interest in and to any Company assets or any assets held in theTrust(s).  Nothing contained in the Planshall give a Participant any rights that are greater than those of a generalunsecured creditor of the Company.

 

(d)                                 *Compliance*.  The Company shall impose such restrictionson Stock delivered to a Participant hereunder and any other interestconstituting a security as it may deem advisable in order to comply with theSecurities Act of 1933, as amended, the requirements of any stock exchange orautomated quotation system upon which the Stock is then listed or quoted, anystate securities laws applicable to such a transfer, any provision of theCompany’s Certificate of Incorporation or Bylaws, any policy maintained by theCompany, or any other law, regulation, or binding contract to which the Companyis a party.

 

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(e)                                  *Other Participant Rights*.  No Participant shall have anyof the rights or privileges of a stockholder of the Company under the Plan,including as a result of the crediting of Deferred Stock or other amounts to aDeferral Account, or the creation of any Trust and deposit of Stock therein,except at such time as Stock may be actually delivered in distribution or uponwithdrawal of a Deferral Account.  ThePlan and transactions thereunder shall not constitute a contract of employment,and adoption of the Plan and participation therein shall not confer upon anyemployee any right to continued employment, nor shall they interfere in any waywith the right of the Company or any subsidiary or affiliate to terminate theemployment of any employee at any time or with the right of the Company or asubsidiary or affiliate to increase or decrease the amount of any compensationpayable to a Participant.  Subject tothe limitations set forth in Section 13(a) hereof, the Plan shall inure to thebenefit of, and be binding upon, the parties hereto and their successors andassigns.

 

(f)                                    *Tax Withholding*.  The Company and anysubsidiary or affiliate shall have the right to deduct from amounts otherwisepayable by the Company or any subsidiary or affiliate to the Participant,including compensation not subject to deferral as well as amounts payablehereunder in distribution or upon withdrawal of the Participant’s DeferralAccount, any sums that federal, state, local or foreign tax law or employmentlaw requires to be withheld with respect to the deferral of compensationhereunder, transactions affecting the Participant’s Deferral Account, andpayments in distribution or upon withdrawal of the Participant’s DeferralAccount, including FICA (including Medicare) and other employment taxes.  Stock may be withheld to satisfy suchmandatory withholding obligations relating to Deferred Stock if so authorizedby, and in accordance with, the terms of the plan, program, or otherarrangement from which the Stock-denominated award was deferred.

 

(g)                                 *Right of Setoff*.  The Company may, to theextent permitted by applicable law, deduct from and set off against any amountspayable in distribution or upon withdrawal of a Participant’s Deferral Accountsuch amounts as may be owed by the Participant to the Company or itssubsidiaries or affiliates, although the Participant shall remain liable forany part of the Participant’s payment obligation not satisfied through suchdeduction and setoff.  Such right ofsetoff may be exercised only in connection with the payment of a distributionor withdrawal under the Plan, at the time such payment otherwise would be madeto the Participant.  By electing toparticipate in the Plan and defer compensation hereunder, the Participantagrees to any deduction or setoff under this Section 13(g).

 

(h)                                 *Governing Law*.  The Plan and rules andregulations, deferrals and other agreements hereunder shall be governed andconstrued in accordance with the laws of the State of New York, withoutreference to principles of conflict of laws.

 

(i)                                     *Responsibility for Losses*.  A Participant and his or herBeneficiary shall assume all risk in connection with any decrease in value ofthe Deferral Account and neither the Company, the Committee, the AdministrativeCommittee nor other parties assisting in the administration of the Plan shallbe liable or responsible therefore.

 

(j)                                     *Construction*.  The captions and numberspreceding the sections of the Plan are included solely as a matter ofconvenience of reference and are not to be taken as limiting or extending themeaning of any of the terms and provisions of the Plan.  Whenever appropriate, words used in thesingular shall include the plural or the plural may be read as the singular,and masculine gender shall include the feminine and vice versa.

 

(k)                                  *Severability*.  In the event that anyprovision of the Plan shall be declared illegal or invalid for any reason, saidillegality or invalidity shall not affect the remaining provisions of the Planbut shall be fully severable, and the Plan shall be construed and enforced asif said illegal or invalid provision had never been inserted herein.

 

**14.****                              *****Effective Date*****.**  The Plan shall be effective as of September11, 2001, with deferrals of payments to be permitted commencing January 1,2002.

 

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