L.
COMPLIANCE & SEVERABILITY.
IT IS THE CORPORATION'S
INTENT TO COMPLY WITH ALL APPLICABLE TAX AND OTHER LAWS, INCLUDING CODE
SECTION 409A AND THE REGULATIONS PROMULGATED THEREUNDER, SO THAT ALL RIGHTS
UNDER THE PLAN WILL BE LIMITED AS NECESSARY IN THE JUDGMENT OF THE COMMITTEE TO
CONFORM THEREWITH.
THEREFORE, CONSISTENT WITH THE EFFECTUATION OF THE PURPOSES
HEREOF, EACH PROVISION OF THIS PLAN SHALL BE TREATED AS SEVERABLE, TO THE END
THAT, IF ANY ONE OR MORE PROVISIONS SHALL BE ADJUDGED OR DECLARED ILLEGAL,
INVALID OR UNENFORCEABLE, THIS PLAN SHALL BE INTERPRETED, AND SHALL REMAIN IN
FULL FORCE AND EFFECT, AS THOUGH SUCH PROVISION OR PROVISIONS HAD NEVER BEEN
CONTAINED HEREIN. IT IS THE INTENTION OF THE CORPORATION THAT THE PLAN
ESTABLISHED HEREUNDER BE "UNFUNDED" FOR INCOME TAX PURPOSES, WHETHER OR NOT THE
CORPORATION ESTABLISHES A RABBI TRUST, AND THE PROVISIONS HEREOF SHALL BE
CONSTRUED IN A MANNER TO CARRY OUT THAT INTENTION.
M.
OWNERSHIP OF DEFERRED DIRECTOR FEES AND CONTINUED DIRECTOR
STATUS.
TITLE TO AND BENEFICIAL OWNERSHIP OF ANY ASSETS, OF WHATEVER NATURE,
WHICH MAY BE ALLOCATED BY THE CORPORATION TO ANY INVESTMENT FUND UNIT ACCOUNT IN
THE NAME OF ANY PARTICIPANT SHALL AT ALL TIMES REMAIN WITH THE CORPORATION AND
ITS SUBSIDIARIES, AND NO PARTICIPANT OR BENEFICIARY SHALL HAVE ANY PROPERTY
INTEREST WHATSOEVER IN ANY SPECIFIC ASSETS OF THE CORPORATION OR ITS
SUBSIDIARIES BY REASON OF THE ESTABLISHMENT OF THE PLAN. THE RIGHTS OF EACH
PARTICIPANT AND BENEFICIARY HEREUNDER SHALL BE LIMITED TO ENFORCING THE
UNFUNDED, UNSECURED PROMISE OF THE CORPORATION AND ITS SUBSIDIARIES TO PAY
BENEFITS UNDER THE PLAN, AND THE STATUS OF ANY PARTICIPANT OR BENEFICIARY SHALL
BE THAT OF AN UNSECURED GENERAL CREDITOR OF THE CORPORATION AND ITS
SUBSIDIARIES.
NEITHER THE ESTABLISHMENT OF THE PLAN NOR THE DISTRIBUTION OF ANY
BENEFITS HEREUNDER OR ANY
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ACTION OF THE CORPORATION, ITS BOARD OF DIRECTORS OR ANY COMMITTEE THERETO,
SHALL BE HELD OR CONSTRUED TO CONFER UPON ANY PERSON THE LEGAL RIGHT TO REMAIN A
DIRECTOR OF THE CORPORATION OR ANY SUBSIDIARY OR ANY ADVISORY BOARD BEYOND THE
TERM FOR WHICH HE OR SHE WAS ELECTED OR APPOINTED TO THE BOARD(S) ON WHICH HE OR
SHE SERVES.
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