SUCH TERMINATION, BUT SUCH AMOUNTS SHALL APPLY
AS AN OFFSET AGAINST THE BENEFITS PAYABLE UNDER ARTICLE V HEREOF.
10.2
OTHER RIGHTS. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1 OR
ELSEWHERE IN THIS SUPPLEMENT, THIS SUPPLEMENT SHALL NOT PREVENT OR LIMIT
EXECUTIVE'S CONTINUING OR FUTURE PARTICIPATION IN ANY BENEFIT, BONUS, INCENTIVE
OR OTHER PLANS PROVIDED BY THE COMPANY AND FOR WHICH EXECUTIVE MAY QUALIFY, NOR
SHALL THIS SUPPLEMENT LIMIT OR OTHERWISE AFFECT SUCH RIGHTS AS EXECUTIVE MAY
HAVE UNDER ANY OTHER AGREEMENTS WITH ANY OF THE COMPANIES. AMOUNTS WHICH ARE
VESTED BENEFITS OR WHICH EXECUTIVE IS OTHERWISE ENTITLED TO RECEIVE UNDER ANY
PLAN AND ANY OTHER PAYMENT OR BENEFIT REQUIRED BY LAW AT OR AFTER THE
TERMINATION DATE SHALL BE PAYABLE IN ACCORDANCE WITH SUCH PLAN OR APPLICABLE LAW
EXCEPT AS EXPRESSLY MODIFIED BY THIS SUPPLEMENT.
10.3
NO RIGHT TO CONTINUED EMPLOYMENT. NOTHING IN THIS SUPPLEMENT SHALL
GUARANTEE THE RIGHT OF EXECUTIVE TO CONTINUE IN EMPLOYMENT, AND EACH OF THE
COMPANIES RETAINS THE RIGHT TO TERMINATE THE EXECUTIVE'S EMPLOYMENT AT ANY TIME
FOR ANY REASON OR FOR NO REASON.
ARTICLE XI.
MISCELLANEOUS
11.1
NO ASSIGNABILITY. THIS SUPPLEMENT IS PERSONAL TO EXECUTIVE AND
WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE COMPANIES SHALL NOT BE
ASSIGNABLE BY EXECUTIVE OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION. THIS SUPPLEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE
BY EXECUTIVE'S LEGAL REPRESENTATIVES.
11.2
SUCCESSORS. THIS SUPPLEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON EACH OF THE COMPANIES AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS.
EACH OF THE COMPANIES WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY
PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS OR ASSETS OF SUCH COMPANY TO ASSUME EXPRESSLY AND AGREE TO PERFORM THIS
SUPPLEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT SUCH COMPANY WOULD
HAVE BEEN REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE. ANY
SUCCESSOR TO THE BUSINESS OR ASSETS OF ANY OF THE COMPANIES WHICH ASSUMES OR
AGREES TO PERFORM THIS SUPPLEMENT BY OPERATION OF LAW, CONTRACT, OR OTHERWISE
SHALL BE JOINTLY AND SEVERALLY LIABLE UNDER THIS SUPPLEMENT WITH SUCH COMPANY AS
IF SUCH SUCCESSOR WERE THE COMPANY.
11.3
PAYMENTS TO BENEFICIARY. IF EXECUTIVE DIES BEFORE RECEIVING AMOUNTS
TO WHICH EXECUTIVE IS ENTITLED UNDER THIS SUPPLEMENT, SUCH AMOUNTS SHALL BE PAID
IN A LUMP SUM TO ONE OR MORE BENEFICIARIES DESIGNATED IN WRITING BY EXECUTIVE
UNDER THE COMPANIES' GROUP LIFE INSURANCE PLAN (EACH, A "BENEFICIARY"). IF NO
SUCH BENEFICIARY IS SO DESIGNATED, THE EXECUTIVE'S ESTATE SHALL BE HIS OR HER
BENEFICIARY. IF EXECUTIVE PARTICIPATES IN MORE THAN ONE GROUP LIFE INSURANCE
PLAN, EXECUTIVE'S BENEFICIARY SHALL BE THE PERSON(S) NAMED AS HIS OR HER
BENEFICIARY UNDER WHICHEVER SUCH PLAN PROVIDES EXECUTIVE THE LARGEST AMOUNT OF
INSURANCE COVERAGE.
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11.4
NON-ALIENATION OF BENEFITS. BENEFITS PAYABLE UNDER THIS SUPPLEMENT
SHALL NOT BE SUBJECT IN ANY MANNER TO ANTICIPATION, ALIENATION, SALE, TRANSFER,
ASSIGNMENT, PLEDGE, ENCUMBRANCE, CHARGE, GARNISHMENT, EXECUTION OR LEVY OF ANY