Supplemental Executive Benefit Plan - The Dun & Bradstreet Corp.
SUPPLEMENTAL EXECUTIVE BENEFIT PLAN
OF
THE DUN & BRADSTREET CORPORATION
(as in effect as of June 17, 1998 with certain earlier effective dates)
---------------------------
PREAMBLE
The principal purpose of this Supplemental Executive Benefit
Plan is to ensure the payment of a competitive level of retirement income and
disability benefits in order to attract, retain and motivate selected executives
of the Corporation and its affiliated companies.
1
Definitions
1.1 "Affiliate" means any corporation, partnership, division
or other organization controlling, controlled by or under common control with
the Corporation or any joint venture entered into by the Corporation.
1.2 "Average Final Compensation" means the greater of (i) a
Participant's or Vested Former Participant's average final compensation as
defined in The Dun & Bradstreet Corporation Retirement Account as if no
provision were set forth therein incorporating limitations imposed by Sections
401, 415 or any other applicable Section of the Internal Revenue Code, or, (ii)
if the Participant is disabled at the time of his Retirement, the Participant's
Basic Earnings. For purposes of (i), Average Final Compensation will not include
an employee's compensation while the employee is a Vested Former Participant or
a Former Participant and will include compensation from the date of the
Participant's employment with the Corporation or an Affiliate.
1.3 "Basic Disability Plan" means as to any Participant either
(i) the long-term disability plan of the Corporation or an Affiliate pursuant to
which long-term disability benefits are payable to such Participant or, (ii) if
the Affiliate which employs such Participant has not adopted a long-term
disability plan, the long-term disability plan of the Corporation.
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1.4 "Basic Disability Plan Benefit" means the amount of
benefits actually payable to a Participant from the Basic Disability Plan or
which would be payable if the Participant were a member of such Plan. For
purposes of determining a Participant's Basic Disability Plan Benefit, a
disability benefit shall not be treated as actually payable to a Participant
unless the Participant is actually covered by a long-term disability plan of the
Corporation or an Affiliate.
1.5 "Basic Earnings" means a Participant's total earnings
received as an employee as salary or wages in the twelve months immediately
preceding the onset of the Participant's disability, including any amounts
deferred under a plan qualified under Section 401(k) of the Internal Revenue
Code, amounts contributed on a Participant's behalf on a salary reduction basis
to a cafeteria plan described in Section 125 of the Internal Revenue Code, cash
bonuses and commissions, but excluding any pension, retainers, severance pay,
income derived from stock options, stock appreciation rights and restricted
stock awards and dispositions of stock acquired thereunder, payments dependent
upon any contingency after the period of Credited Service and other special
remuneration (including performance units).
1.6 "Basic Plan" means as to any Participant or Vested Former
Participant, the defined benefit pension plan of the Corporation or an
Affiliate, which is intended to meet the requirements of Code Section 401(a) and
pursuant to which retirement benefits are payable to such Participant or Vested
Former Participant or to the Surviving Spouse or designated beneficiary of a
deceased Participant or Vested Former Participant.
1.7 "Basic Plan Benefit" means the amount of benefits payable
from the Basic Plan to a Participant or Vested Former Participant.
1.8 "Board" means the Board of Directors of The Dun &
Bradstreet Corporation.
1.9 "Change in Control" means:
(a) Any "person," as such term is used in
Section 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the
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"Exchange Act") (other than the Corporation, any
trustee or other fiduciary holding securities under
an employee benefit plan of the Corporation, or any
Corporation owned, directly or indirectly, by the
shareholders of the Corporation in substantially the
same proportions as their ownership of stock of the
Corporation), is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the
Corporation representing 20% or more of the combined
voting power of the Corporation's then outstanding
securities;
(b) during any period of twenty-four months
(not including any period prior to the effective date
of this provision), individuals who at the beginning
of such period constitute the Board, and any new
director (other than (1) a director designated by a
person who has entered into an agreement with the
Corporation to effect a transaction described in
clause (a), (c) or (d) of this Section) (2) a
director designated by any Person (including the
Corporation) who publicly announces an intention to
take or to consider taking actions (including, but
not limited to, an actual or threatened proxy
contest) which if consummated would constitute a
Change in Control or (3) a director designated by any
Person who is the Beneficial Owner, directly or
indirectly, of securities of the Corporation
representing 10% or more of the combined voting power
of the Corporation's securities) whose election by
the Board or nomination for election by the
Corporation's shareholders 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;
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(c) the shareholders of the Corporation
approve a merger or consolidation of the Corporation
with any other company, other than (1) a merger or
consolidation which would result in the voting
securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity) more than
50% of the combined voting power of the voting
securities of the Corporation or such surviving
entity outstanding immediately after such merger or
consolidation and (2) after which no Person holds 20%
or more of the combined voting power of the then
outstanding securities of the Corporation or such
surviving entity; or
(d) the shareholders of the Corporation
approve a plan of complete liquidation of the
Corporation or an agreement for the sale or
disposition by the Corporation of all or
substantially all of the Corporation's assets.
1.10 "Committee" means the Compensation and Benefits Committee
of the Board.
1.11 "Corporation" means The Dun & Bradstreet Corporation, a
Delaware corporation, and any successor or assigns thereto.
1.12 "Credited Service" means a Participant's, Former
Participant's or Vested Former Participant's Credited Service as defined in The
Dun & Bradstreet Corporation Retirement Account, except that Credited Service
will include service while the Participant is receiving Disability Benefits and
service from the date the Participant, Former Participant or Vested Former
Participant was employed by the Corporation or an Affiliate, but will not
include service while an employee is a Former Participant or Vested Former
Participant. However, in the case of an acquired company, the Participant's,
Former Participant's or Vested Former Participant's service with that company
prior to the date of acquisition will not be counted unless such service is
recognized for benefit accrual purposes under the relevant
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Basic Plan.
1.13 "Disability Benefit" means the benefits provided to
Participants and Vested Former Participants pursuant to Section 5 of the Plan.
1.14 "Effective Date" means July 1, 1989.
1.15 "Election" means an election as to the form of benefit
payment made pursuant to Section 4.5 of the Plan.
1.16 "Election Date" means the date that a properly completed
election form with respect to an Election or a Special Election is received by
the Corporation's Treasurer.
1.17 "Former Participant" means an employee who has not
completed five or more years of Credited Service at the time his employment with
the Corporation or an Affiliate terminates or at the time he was removed, upon
written notice by the Chief Executive Officer of the Corporation and with the
approval of the Committee, from further participation in the Plan.
1.18 "Other Disability Income" means (A) the disability
insurance benefit that the Participant is entitled to receive under the Federal
Social Security Act while he is receiving the Basic Disability Plan Benefit and
(B) the disability income payable to a Participant from the following sources:
(a) any supplemental executive disability
plan of any Affiliate; and
(b) any other contract, agreement or other
arrangement with the Corporation or an Affiliate
(excluding any Basic Disability Plan) to the extent
it provides disability benefits.
1.19 "Other Retirement Income" means (A)(i) the Social
Security retirement benefit that the Participant or Vested Former Participant is
entitled to receive under the Federal Social Security Act as of the date of his
Retirement or, (ii) if the Participant or Vested Former Participant is not
eligible to receive a Social Security retirement benefit commencing on such
date, the Social Security retirement benefit he is entitled to receive at
<PAGE> 6
the earliest age he is eligible to receive such a benefit, discounted to the
date his Benefit under the Plan actually commences, using the actuarial
assumptions then in use under the relevant Basic Plan, assuming for purposes of
(i) and (ii) above that for years prior to the Participant's employment with the
Corporation and for years following the Participant's termination of employment
with the Corporation up until the Participant attains age 62, the Participant
earned compensation so as to accrue the maximum Social Security benefits, and
(B) the retirement income payable to a Participant or Vested Former Participant
from the following sources:
(a) any retirement benefits equalization
plan of the Corporation or an Affiliate or any former
Affiliate, the purpose of which is to provide the
Participant or Vested Former Participant with the
benefits he is precluded from receiving under any
relevant Basic Plan as a result of limitations under
the Internal Revenue Code; and
(b) any supplemental executive retirement
plan of any Affiliate; and
(c) any other contract, agreement or other
arrangement with the Corporation or an Affiliate
(excluding any Basic Plan and any defined
contribution plan intended to meet the requirements
of Section 401(a) of the Code) to the extent it
provides retirement or pension benefits.
1.20 "Participant" means an employee of the Corporation or an
Affiliate who becomes a participant in the Plan pursuant to Section 2 and has
not been removed pursuant to Section 2.2.
1.21 "Plan" means this Supplemental Executive Benefit Plan of
The Dun & Bradstreet Corporation, as amended from time to time.
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1.22 "Potential Change in Control" means:
(a) the Corporation enters into an
agreement, the consummation of which would result in
the occurrence of a Change in Control of the
Corporation;
(b) any person (including the Corporation)
publicly announces an intention to take or to
consider taking actions which if consummated would
constitute a Change in Control of the Corporation;
(c) any person, other than a trustee or
their fiduciary holding securities under an employee
benefit plan of the Corporation (or a Corporation
owned, directly or indirectly, by the stockholders of
the Corporation in substantially the same proportions
as their ownership of stock of the Corporation), who
is or becomes the beneficial owner, directly or
indirectly, of securities of the Corporation
representing 9.5% or more of the combined voting
power of the Corporation's then outstanding
securities, increases his beneficial ownership of
such securities by 5% or more over the percentage so
owned by such person; or
(d) the Board adopts a resolution to the
effect that, for purposes of this Plan, a Potential
Change in Control of the Corporation has occurred.
1.23 "Retirement" means the termination, other than at death,
of a Participant's or Vested Former Participant's employment with the
Corporation or an Affiliate (i) after reaching age 55 and completing ten years
of Vesting Service, or (ii) immediately following the cessation of the payment
of Disability Benefits under the Plan to such Participant or Vested Former
Participant while he is still disabled, as such term is defined under the Basic
Disability Plan.
1.24 "Retirement Benefit" means the benefits provided to
Participants and
<PAGE> 8
Vested Former Participants pursuant to Section 4 of the Plan.
1.25 "Special Election" means an election as to the form of
benefit payment made pursuant to Section 4.6 of the Plan.
1.26 "Surviving Spouse" means the spouse of a deceased
Participant or Vested Former Participant to whom such Participant or Vested
Former Participant is legally married immediately preceding such Participant or
Vested Former Participant's death.
1.27 "Surviving Spouse's Benefits" mean the benefits provided
to a Participant's or Vested Former Participant's Surviving Spouse pursuant to
Section 6 of the Plan.
1.28 "Vested Former Participant" means an employee who
completed five or more years of Credited Service at the time his employment with
the Corporation or an Affiliate terminated or at the time he was removed, upon
written notice by the Chief Executive Officer of the Corporation and with the
approval of the Committee, from further participation in the Plan.
1.29 The masculine gender, where appearing in the Plan, will
be deemed to include the feminine gender, and the singular may include the
plural, unless the context clearly indicates to the contrary.
SECTION 2
Eligibility and Participation
SECTION 2.1 All key management employees of the Corporation
and its Affiliates who are responsible for the management, growth or protection
of the business of the Corporation and its Affiliates, who are designated by the
Chief Executive Officer of the Corporation in writing, are eligible, upon
approval by the Committee, for participation in the Plan as of the effective
date of such designation.
SECTION 2.2 A Participant's participation in the Plan shall
terminate upon termination of his or her employment. Prior to termination of
employment, a participant
<PAGE> 9
may be removed, upon written notice by the Chief Executive Officer of the
Corporation and with the approval of the Committee, from further participation
in the Plan. As of the date of termination or removal, no further benefits shall
accrue to such individual.
SECTION 3
Eligibility For Benefits
SECTION 3.1 Each Participant or Vested Former Participant is
eligible for an annual Retirement Benefit under this Plan upon Retirement, or
upon termination of employment with the Corporation before Retirement after
completing five or more years of Credited Service.
SECTION 3.2 Each Participant is eligible to commence receiving
a Disability Benefit under this Plan upon the actual or deemed commencement of
benefits under the relevant Basic Disability Plan. Notwithstanding the above, a
Participant may not receive a Disability Benefit if he has not previously
enrolled for the maximum disability insurance coverage available under the
relevant Basic Disability Plan.
SECTION 3.3 Notwithstanding any other provision of the Plan to
the contrary, no benefits or no further benefits, as the case may be, shall be
paid to a Participant, Vested Former Participant or Surviving Spouse if the
Committee reasonably determines that such Participant or Vested Former
Participant has:
(a) To the detriment of the Corporation or any Affiliate,
directly or indirectly acquired, without the prior written consent of the
Committee, an interest in any other company, firm, association, or organization
(other than an investment interest of less than 1% in a publicly-owned company
or organization), the business of which is in direct competition with any
business of the Corporation or an Affiliate;
(b) To the detriment of the Corporation or any Affiliate,
directly or indirectly competed with the Corporation or any Affiliate as an
owner, employee, partner, director or contractor of a business, in a field of
business activity in which the Participant or Vested Former Participant has been
primarily engaged on behalf of the Corporation or any
<PAGE> 10
Affiliate or in which he has considerable knowledge as a result of his
employment by the Corporation or any Affiliate, either for his own benefit or
with any person other than the Corporation or any Affiliate, without the prior
written consent of the Committee; or
(c) Been discharged from employment with the Corporation or
any Affiliate for "Cause". "Cause" shall include the occurrence of any of the
following events or such other dishonest or disloyal act or omission as the
Committee reasonably determines to be "cause":
(i) The Participant or Vested Former Participant has
misappropriated any funds or property of the Corporation or any
Affiliate or committed any other act of willful malfeasance or willful
misconduct in connection with his or her employment;
(ii) The Participant or Vested Former Participant has,
without the prior knowledge or written consent of the Committee,
obtained personal profit as a result of any transaction by a third
party with the Corporation or any Affiliate; or
(iii) The Participant or Vested Former Participant has
sold or otherwise imparted to any person, firm, or corporation the
names of the customers of the Corporation or any Affiliate or any
confidential records, data, formulae, specifications and other trade
secrets or other information of value to the Corporation or any
Affiliate derived by his or her association with the Corporation or any
Affiliate.
(iv) The Participant or Vested Former Participant fails,
on a continuing basis, to perform such duties as are requested by any
employee to whom the Participant or Vested Former Participant reports
or the Board; or
(v) The Participant or Vested Former Participant
commits any felony or any misdemeanor involving moral turpitude.
In any case described in this Section 3.3, the Participant, Vested
Former Participant or Surviving Spouse shall be given prior written notice that
no benefits or no further benefits, as the case may be, will be paid to such
Participant, Vested Former Participant or Surviving
<PAGE> 11
Spouse. Such written notice shall specify the particular act(s), or failures to
act, on the basis of which the decision to terminate benefits has been made.
SECTION 3.4 (a) Notwithstanding any other provision of the
Plan to the contrary, a Participant or Vested Former Participant who receives in
a lump sum any portion of his Retirement Benefit pursuant to an Election or
Special Election shall receive such lump sum portion of his Retirement Benefit
subject to the condition that if such Participant or Vested Former Participant
engages in any of the acts described in clause (i) or (ii) of Section 3.3, then
such Participant or Vested Former Participant shall within 60 days after written
notice by the Corporation repay to the Corporation the amount described in
Section 3.4(b).
(b) The amount described under this Section 3.4(b) shall equal
the amount, as determined by the Committee, of the Participant's or Vested
Former Participant's lump sum benefit paid under this Plan to which such
Participant or Vested Former Participant would not have been entitled, if such
lump sum benefit had instead been payable in the form of an annuity under this
Plan and such annuity payments were subject to the provisions of Section 3.3.
SECTION 4
Amount and Form of Retirement Benefits
SECTION 4.1 The Retirement Benefit provided by the Plan is
designed to provide each Participant and Vested Former Participant with an
annual pension from the Plan and certain other sources equal to his Retirement
Benefit as hereinafter specified. Thus, the Retirement Benefits described
hereunder as payable to Participants and Vested Former Participants will be
offset by retirement benefits payable from sources outside the Plan as specified
herein.
SECTION 4.2 (a) The Retirement Benefit of a Participant or
Vested Former Participant upon Retirement shall be an annual benefit equal to
(i) for a Participant or Vested Former Participant who had attained age fifty
and had been credited with at least ten
<PAGE> 12
years of Vesting Service as of January 15, 1997 or a Participant or Vested
Former Participant whose age plus years of Vesting Service is equal to or
greater than 70 as of January 15, 1997, or other individuals designated by the
Chief Executive Officer; 50% of his Average Final Compensation with respect to
his first ten years of Credited Service, plus 2% of such Average Final
Compensation for each year of Credited Service in excess of ten years of
Credited Service, but not to exceed fifteen years of Credited Service, offset by
his Other Retirement Income and his Basic Plan Benefit. A full month is credited
for each completed and partial month of age and Credited Service; (ii) for all
other Participants or Vested Former Participants; 40% of his Average Final
Compensation with respect to his first ten years of credited service, plus 2% of
Average Final Compensation for each year of Credited Service in excess of ten
years of Credited Service, but not to exceed twenty years of Credited Service,
offset by his Other Retirement Income and his Basic Plan Benefit. A full month
is credited for each completed and partial month of Credited Service. If such a
Participant or Vested Former Participant retires before age 60 without the
Corporation's consent, his Retirement Benefit shall be reduced by 3% for each
year or fraction thereof that Retirement commenced prior to reaching age 60.
(b) Any portion of the Retirement Benefit provided under this
Section 4.2 payable in the form of an annuity pursuant to Section 4.4 shall be
payable in monthly installments and will commence on the first day of the
calendar month coinciding with or next following the day the Participant or
Vested Former Participant retires, and any portion of such Retirement Benefit
payable in a lump sum pursuant to Section 4.4 shall be paid on the date that is
sixty days after the date when annuity payments under this Section 4.2 commence,
or would commence if any portion of the Retirement Benefit were payable in the
form of an annuity, or as soon as practicable thereafter, provided the Committee
has approved any such lump sum payments.
SECTION 4.3 (a) Subject to Section 4.3(c), the Retirement
Benefit of a Participant or Vested Former Participant who terminates employment
with the Corporation
<PAGE> 13
with five or more years of Credited Service before he is eligible to retire
under the relevant Basic Plan shall be an annual benefit equal to (i) for a
Participant or Vested Former Participant who had attained age fifty and had been
credited with at least ten years of Vesting Service as of January 15, 1997 or a
Participant or Vested Former Participant whose age plus years of Vesting Service
is equal to or greater than 70 as of January 15, 1997, or other individuals
designated by the Chief Executive Officer; 25% of his Average Final Compensation
for his first five years of Credited Service, plus 5% of Average Final
Compensation for each additional year of Credited Service between six and ten
years of Credited Service, plus 2% of Average Final Compensation for each
additional year of Credited Service from 11 to 15 years, offset by his Other
Retirement Income and his Basic Plan Benefit. A full month is credited for each
completed and partial month of Credited Service, and (ii) for all other
Participants or Vested Former Participants; 20% of his Average Final
Compensation with respect to his first five years of Credited Service, plus 4%
of Average Final Compensation for each additional year of Credited Service
between six and ten years of Credited Service, plus 2% of Average Final
Compensation for each additional year of Credited Service from 11 to 20 years,
offset by his Other Retirement Income and his Basic Plan Benefit. A full month
is credited for each completed and partial month of Credited Service.
(b) Any portion of the Retirement Benefit provided under this
Section 4.3 payable in the form of an annuity pursuant to Section 4.4 shall be
payable in monthly installments and will commence on the first day of the
calendar month coinciding with or next following the day the Participant or
Vested Former Participant reaches age 55 or the date of his termination, if
later, and any portion of such Retirement Benefit payable in a lump sum pursuant
to Section 4.4 shall be paid on the date that is 60 days after the date when
annuity payments under this Section 4.3 commence, or would commence if any
portion of the Retirement Benefit were payable in the form of an annuity, or as
soon as practicable thereafter, provided the Committee has approved any such
lump sum payments.
<PAGE> 14
(c) If a Participant or Vested Former Participant terminates
employment with the Corporation without the Corporation's consent, and the
payment of his Retirement Benefit commences, or would commence if it were
payable in the form of an annuity, before he reaches age 60, his Retirement
Benefit shall be reduced by 10% for each year or fraction thereof that the
payment of his Retirement Benefit commences, or would commence if it were
payable in the form of an annuity, prior to his reaching age 60.
SECTION 4.4 (a) Except as provided under Section 4.4(b) or
Section 4.4(c), a Retirement Benefit under this Plan shall be payable to a
Participant or Vested Former Participant in the form of a straight life annuity
and without regard to any optional form of benefits elected under the Basic
Plan.
(b) If a Participant or a Vested Former Participant makes an
Election while he is a Participant pursuant to Section 4.5 or a Special Election
pursuant to Section 4.6 and such Election or Special Election becomes effective
(i) prior to the date such Participant or such Vested Former Participant retires
or terminates employment with the Corporation or an Affiliate and (ii) while he
was still a Participant, a Retirement Benefit under this Plan shall be payable
to such Participant or such Vested Former Participant in the form or combination
of forms of payment elected pursuant to such Election or Special Election under
Section 4.5 or Section 4.6, as the case may be, and without regard to any
optional form of benefit elected under the Basic Plan. Any lump sum distribution
of a Participant's or Vested Former Participant's Retirement Benefit under the
Plan shall fully satisfy all present and future Plan liability with respect to
such Participant or Vested Former Participant for such portion or all of such
Retirement Benefit so distributed.
(c) Notwithstanding any Election or Special Election made
under Section 4.5 or 4.6, if the lump sum value, determined in the same manner
as provided under Section 4.5(a), of a Participant's or Vested Former
Participant's Retirement Benefit is $10,000 or less at the time such Retirement
Benefit is payable under this Plan, such benefit shall be payable as a lump sum.
<PAGE> 15
(d) If the Retirement Benefit under this Plan is payable to a
Participant or Vested Former Participant in a different form and/or at a
different time than his Other Retirement Income or his Basic Plan Benefits, the
offset provided in this Plan for such Participant's or Vested Former
Participant's Other Retirement Income and Basic Plan Benefit shall be converted,
using actuarial assumptions that are reasonable and appropriate and in
accordance with applicable law at the time the benefit under this Plan is
determined, to the extent required as follows, but solely for purposes of
calculating the amount of such offset:
(i) a percentage of the benefits to be offset equal to
the percentage of such Participant's or Vested Former Participant's
benefits payable in the form of an annuity under this Plan shall be
actuarially converted to the extent required into the form of a
straight life annuity, commencing at the time such benefits payable
under this Plan commence or on the date such Participant or Vested
Former Participant would first become eligible for the payment of such
benefits under this Plan, if earlier; and
(ii) the balance, if any, of the benefits to be offset
shall be actuarially converted to a lump sum payment payable on the
date which is 60 days after the date described in Section 4.4(d)(i).
SECTION 4.5 (a) A Participant may elect, on a form supplied by
the Committee, to receive all, none, or a specified portion, as provided in
Section 4.5(c), of his Retirement Benefit under the Plan in a lump sum and to
receive any balance of such Retirement Benefit in the form of an annuity;
provided that any such Election shall be effective for purposes of this Plan
only if the conditions of Section 4.5(b) are satisfied. A Participant may elect
a payment form different than the payment form previously elected by him under
this Section 4.5(a) by filing a revised election form; provided that any such
new Election shall be effective only if the conditions of Section 4.5(b) are
satisfied with respect to such new Election. Any prior Election made by a
Participant that has satisfied the conditions of Section 4.5(b) remains
effective for purposes of the Plan until such Participant has made a
<PAGE> 16
new Election satisfying the conditions of Section 4.5(b). The amount of any
portion of a Participant's or a Vested Former Participant's Retirement Benefit
payable as a lump sum under this Section 4.5 will equal the present value of
such portion of the Retirement Benefit, and such present value shall be
determined (i) based on a discount rate equal to 85% of the average of the
15-year non-callable U.S. Treasury bond yields as of the close of business on
the last business day of each of the three months immediately preceding the date
the annuity value is determined and (ii) using the 1983 Group Annuity Mortality
Table.
(b) A Participant's Election under Section 4.5(a) becomes
effective only if the following conditions are satisfied: (i) such Participant
remains in the employment of the Corporation or an Affiliate, as the case may
be, for the full twelve calendar months immediately following the Election Date
of such Election, except in case of death or disability of such Participant as
provided in Section 4.5(d) and (ii) such Participant complies with the
administrative procedures set forth by the Committee with respect to the making
of the Election.
(c) A Participant making an election under Section 4.5(a) may
specify the portion of his Retirement Benefit under the Plan to be received in a
lump sum as follows: 0 percent, 25 percent, 50 percent, 75 percent or 100
percent.
(d) In the event a Participant who has made an Election
pursuant to Section 4.5(a) dies or becomes totally and permanently disabled for
purposes of the relevant Basic Disability Plan while employed by the Corporation
or an Affiliate and such death or total and permanent disability occurs during
the twelve-calendar-month period, as described under Section 4.5(b)(i),
immediately following the Election Date of such Election, the condition under
Section 4.5(b)(i) shall be deemed satisfied with respect to such Participant.
SECTION 4.6 (a) Any Participant (except the Chairman of the
Board of Directors of the Corporation on December 21, 1994) who as of December
31, 1994 (i) is age 54 or older and (ii) has at least 4 years of Credited
Service may elect, on a form supplied by the Committee, to receive all, none, or
a specified portion, in the same percentages as
<PAGE> 17
described in Section 4.5(c), of his Retirement Benefit under the Plan in a lump
sum and to receive any balance of such Retirement Benefit in the form of an
annuity; provided that any such Special Election shall be effective for purposes
of this Plan only if such Participant remains in employment with the Corporation
or an Affiliate, as the case may be, for the one calendar month immediately
following the Election Date, except in the case of death or total and permanent
disability as provided in Section 4.6(b), and complies with the administrative
procedures set forth by the Committee for making such Special Election; and
provided further that the Election Date with respect to any such Special
Election is not later than January 31, 1995. The amount of any portion of a
Participant's or a Vested Former Participant's Retirement Benefit payable as a
lump sum under this Section 4.6 will equal the present value of such portion of
the Retirement Benefit, and such present value shall be determined (i) based on
a discount rate equal to the average of 85% of the 15-year non-callable U.S.
Treasury bond yields as of the close of business on the last business day of
each of the three months immediately preceding the date the annuity value is
determined and (ii) using the 1993 Group Annuity Mortality Table.
(b) In the event a Participant who has made a Special Election
pursuant to Section 4.6(a) dies or becomes totally and permanently disabled for
purposes of the relevant Basic Disability Plan while employed by the Corporation
or an Affiliate and such death or total and permanent disability occurs during
the one-calendar-month period, as described under Section 4.6(a) immediately
following the Election Date of such Special Election, the condition under
Section 4.6(a) requiring that such Participant remain employed with the
Corporation or an Affiliate, as the case may be, for the one-calendar-month
period immediately following the Election Date of such Election shall be deemed
satisfied.
SECTION 4.7 Subject to Section 3.1, Section 3.3, Section 3.4
and the foregoing limitations of this Section 4, the Retirement Benefit of each
Participant and Vested Former Participant under the Plan shall at all times be
100% vested and nonforfeitable.
SECTION 4.8 (a) Subject to Section 4.8(c), the Corporation
shall
<PAGE> 18
indemnify each Participant, Vested Former Participant and Surviving Spouse who
receives any portion of a Retirement Benefit or Surviving Spouse's Benefit under
this Plan in the form of an annuity for any interest and penalties that may be
assessed by the U.S. Internal Revenue Service (the "Service") with respect to
U.S. Federal income tax on such benefits (payable under the Plan in the form of
an annuity) upon final settlement or judgment with respect to any such
assessment in favor of the Service, provided the basis for the assessment is
that the amendment of the Plan to provide for the Election or the Special
Election causes the Participant, Vested Former Participant or Surviving Spouse,
as the case may be, to be treated as being in constructive receipt of such
benefits prior to the time when such benefits are actually payable under the
Plan.
(b) In case any assessment shall be made against a
Participant, Vested Former Participant or Surviving Spouse as described in
Section 4.8(a), such Participant, Vested Former Participant or Surviving Spouse,
as the case may be (the "indemnified party"), shall promptly notify the
Corporation's Treasurer in writing and the Corporation, upon request of such
indemnified party, shall select and retain an accountant or legal counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party in connection with such assessment and shall pay the fees and expenses of
such an accountant or legal counsel related to such representation, and the
Corporation shall have the right to determine how and when such assessment by
the Service should be settled, litigated or appealed. In connection with any
such assessment, any indemnified party shall have the right to retain his own
accountant or legal counsel, but the fees and expenses of such accountant or
legal counsel shall be at the expense of such indemnified party unless the
Corporation and the indemnified party shall have mutually agreed to the
retention of such accountant or legal counsel.
(c) The Corporation shall not be liable for any payments under
this Section 4.8 with respect to any assessment described in Section 4.8(a) if a
Participant, Vested Former Participant or Surviving Spouse against whom such
assessment is made has not promptly notified or allowed the Corporation to
participate with respect to such assessment in
<PAGE> 19
the manner described in Section 4.8(b) or, following demand by the Corporation,
has not made the deposit to avoid additional interest or penalties as described
in Section 4.8(d) or has agreed to, or otherwise settled with the Service with
respect to, such assessment without the Corporation's written consent, provided,
however, (i) if such assessment is settled with such consent or if there is a
final judgment for the Service, (ii) the Corporation has been notified and
allowed to participate in the manner as provided in Section 4.8(b) and (iii)
such Participant, Vested Former Participant or Surviving Spouse has made any
required deposit to avoid additional interest or penalty as described in Section
4.8(d), the Corporation agrees to indemnify the indemnified party to the extent
set forth in this Section 4.8.
(d) In the event a final settlement or judgment with respect
to an assessment as described under Section 4.8 has been made against a
Participant, Vested Former Participant or Surviving Spouse, such Participant,
Vested Former Participant or Surviving Spouse may elect to receive a portion or
all of his Retirement Benefit or Surviving Spouse's Benefit that is otherwise
payable as an annuity under the Plan in the form of a lump sum in accordance
with procedures as the Committee may set forth, and such lump sum distribution
will be made as soon as practicable after any such election. At the time such
assessment is made against such Participant, Vested Former Participant or
Surviving Spouse (the "assessed party") and prior to any final settlement or
judgment with respect to such assessment, if so directed by the Corporation,
such assessed party shall, as a condition to receiving any indemnity under this
Section 4.8, as soon as practicable after notification of such assessment make a
deposit with the Service to avoid any additional interest or penalties with
respect to such assessment and, upon the request of such assessed party, the
Corporation shall lend, or arrange for the lending to, such assessed party a
portion of his remaining Retirement Benefit or Surviving Spouse's Benefit under
the Plan, not to exceed the lump sum value of such benefit under the Plan,
determined using the actuarial assumptions set forth in Section 4.5(a), solely
for purposes of providing the assessed party with funds to make a deposit with
the Service to avoid any additional interest or penalties with respect to such
<PAGE> 20
assessment.
SECTION 5
Disability Benefits
SECTION 5.1 The Disability Benefit provided by the Plan is
designed to provide each Participant with a disability benefit from the Plan and
certain other sources equal to his Disability Benefit as hereinafter specified.
Thus, Disability Benefits described hereunder as payable to Participants will be
offset by disability benefits payable from sources outside the Plan (other than
benefits payable under the relevant Basic Disability Plan) as specified herein.
SECTION 5.2 In the event that a Participant has become totally
and permanently disabled for the purposes of the relevant Basic Disability Plan,
an annual Disability Benefit shall be payable in monthly installments under this
Plan during the same period as disability benefits are actually or deemed paid
by the relevant Basic Disability Plan, in an amount equal to 60% of the
Participant's Basic Earnings. Such Disability Benefit shall be offset by the
Participant's Other Disability Income, if any. A Participant's Disability
Benefits shall also be offset by the Participant's Basic Plan Benefit, if the
Participant's Basic Disability Plan Benefit does not already include such an
offset.
SECTION 6
Surviving Spouse's Benefits
SECTION 6.1 Upon the death of a Participant or Vested Former
Participant, while employed by the Corporation or an Affiliate, who has
completed at least ten years of Credited Service with the Corporation or an
Affiliate and has attained age 55, his Surviving Spouse will be entitled to a
Surviving Spouse's Benefit under this Plan equal to 50% of the Retirement
Benefit that would have been provided from the Plan had the Participant or
Vested Former Participant retired from the Corporation or an Affiliate with the
Corporation's consent, on the date of his death.
SECTION 6.2 Upon the death of a Participant or Vested Former
<PAGE> 21
Participant, while employed by the Corporation or an Affiliate, who has
completed at least five years of Credited Service with the Corporation or an
Affiliate and has not attained age 55, his Surviving Spouse will be entitled to
a Surviving Spouse's Benefit under this Plan equal to 50% of the Retirement
Benefit that would have been provided from the Plan had the Participant or
Vested Former Participant terminated employment with the Corporation or an
Affiliate on the date of his death with the Corporation's consent, and elected
to have the payment of his Basic Plan Benefit commence at age 55 in the form of
a straight life annuity.
SECTION 6.3 Upon the death of a Vested Former Participant
while no longer employed by the Corporation or an Affiliate, who has not
attained age 55, his Surviving Spouse will be entitled to a Surviving Spouse's
Benefit under this Plan equal to 50% of the Retirement Benefit that would have
been provided from the Plan to the Vested Former Participant at age 55, taking
into account whether the Corporation consented to the termination.
SECTION 6.4 Upon the death of a Participant or Vested Former
Participant, while employed by the Corporation or an Affiliate, who has
completed at least five, but less than ten years of Credited Service with the
Corporation or an Affiliate and has attained age 55, his Surviving Spouse will
be entitled to a Surviving Spouse's Benefit under this Plan equal to 50% of the
Retirement Benefit that would have been provided from the Plan had the
Participant or Vested Former Participant terminated employment with the
Corporation or an Affiliate on the date of his death with the Corporation's
consent and his Basic Plan Benefit commenced immediately in the form of a
straight life annuity.
SECTION 6.5 Upon the death of a Vested Former Participant
while he is receiving Retirement Benefits, his Surviving Spouse shall receive a
Surviving Spouse's Benefit equal to 50% of the Retirement Benefit he was
receiving at the time of his death.
SECTION 6.6 Except as provided in Section 6.8, the Surviving
Spouse's Benefit provided under Section 6.1, 6.4 and 6.5 will be payable
monthly, will commence as of the first day of the month coincident with or next
following the month in
<PAGE> 22
which the Participant or Vested Former Participant dies, and will continue until
the first day of the month in which the Surviving Spouse dies.
SECTION 6.7 Except as provided in Section 6.8, the Surviving
Spouse's Benefit provided under Section 6.2 and 6.3 will be payable monthly,
will commence as of the first day of the month coincident with or next following
the month in which the Participant or Vested Former Participant would have
attained age 55, and will continue until the first day of the month in which the
Surviving Spouse dies.
SECTION 6.8 (a) If a Participant or a Vested Former
Participant while he was a Participant has made an Election under Section 4.5 or
a Special Election under Section 4.6 and such Election or Special Election is
effective on the date of such Participant's or Vested Former Participant's
death, the Surviving Spouse's Benefit payable to a Surviving Spouse of such
Participant or Vested Former Participant will be payable in the form or
combination of forms of payment so elected by such Participant or Vested Former
Participant pursuant to such Election or Special Election. The amount of any
lump sum payment under this Section 6.8 shall be the present value of the
applicable portion of the Surviving Spouse's Benefit payable under the Plan, and
such present value shall be determined using the actuarial assumptions set forth
in Section 4.5(a). Any lump sum distribution of a Surviving Spouse's Surviving
Spouse's Benefit under the Plan shall fully satisfy all present and future Plan
liability with respect to such Surviving Spouse for such portion or all of such
Surviving Spouse's Benefit so distributed.
(b) Notwithstanding any Election or Special Election made
under Section 4.5 or 4.6, if the lump sum value, determined in the same manner
as provided under Section 4.5(a), of a Surviving Spouse's Benefit is $10,000 or
less at the time such Surviving Spouse's Benefit is payable under this Plan,
such benefit shall be payable as a lump sum.
(c) Any portion of a Surviving Spouse's Benefit provided under
Section 6.1, 6.4 and 6.5 which is payable as an annuity shall be paid in the
manner and at such time as set forth in Section 6.6, and any such benefit which
is payable as a lump sum shall be paid
<PAGE> 23
60 days after the date when annuity payments commence, or would commence if any
portion of such Surviving Spouse's Benefit were payable as an annuity as set
forth in Section 6.6.
(d) Any portion of a Surviving Spouse's Benefit provided under
Section 6.2 and 6.3 which is payable as an annuity shall be paid in the manner
and at such time as set forth in Section 6.7, and any such benefit which is
payable as a lump sum shall be paid 60 days after the date when annuity payments
commence, or would commence if any portion of such Surviving Spouse's Benefit
were payable as an annuity, as set forth in Section 6.7.
SECTION 6.9 Notwithstanding the foregoing provisions of
Section 6, the amount of a Surviving Spouse's Benefit shall be reduced by one
percentage point for each year (including a half year or more as a full year) in
excess of ten that the age of the Participant or Vested Former Participant
exceeds the age of the Surviving Spouse.
<PAGE> 24
SECTION 7
Committee
SECTION 7.1 The Board and the Committee severally (and not
jointly) shall be responsible for the administration of the Plan. The Committee
shall consist of not less than three (3) nor more than seven (7) members, as may
be appointed by the Board from time to time. Any member of the Committee may
resign at will by notice to the Board or be removed at any time (with or without
cause) by the Board.
SECTION 7.2 The members of the Committee may from time to time
allocate responsibilities among themselves and may delegate to any management
committee, employee, director or agent its responsibility to perform any act
hereunder, including without limitation those matters involving the exercise of
discretion, provided that such delegation shall be subject to revocation at any
time at its discretion.
SECTION 7.3 The Committee (and their delegees) shall have the
exclusive authority to interpret the provisions of the Plan and construe all of
its terms (including, without limitation, all disputed and uncertain terms), to
adopt, amend, and rescind rules and regulations for the administration of the
Plan, and generally to conduct and administer the Plan and to make all
determinations in connection with the Plan as may be necessary or advisable. All
such actions of the Committee shall be conclusive and binding upon all
Participants, Former Participants, Vested Former Participants and Surviving
Spouses. All deference permitted by law shall be given to such interpretations,
determinations and actions.
SECTION 7.4 Any action to be taken by the Committee shall be
taken by a majority of its members, either at a meeting or by written instrument
approved by such majority in the absence of a meeting. A written resolution or
memorandum signed by one
<PAGE> 25
Committee member and the secretary of the Committee shall be sufficient evidence
to any person of any action taken pursuant to the Plan.
SECTION 7.4 Any person, corporation or other entity may serve
in more than one fiduciary capacity under the Plan.
SECTION 8
Miscellaneous
SECTION 8.1 The Board may, in its sole discretion, terminate,
suspend or amend this Plan at any time or from time to time, in whole or in
part. However, no termination, suspension or amendment of the Plan may adversely
affect a Participant's or Vested Former Participant's vested benefit under the
Plan, or a retired Participant's or Vested Former Participant's right or the
right of a Surviving Spouse to receive or to continue to receive a benefit in
accordance with the Plan as in effect on the date immediately preceding the date
of such termination, suspension or amendment.
SECTION 8.2 Nothing contained herein will confer upon any
Participant, Former Participant or Vested Former Participant the right to be
retained in the service of the Corporation or any Affiliate, nor will it
interfere with the right of the Corporation or any Affiliate to discharge or
otherwise deal with Participants, Former Participants or Vested Former
Participants with respect to matters of employment without regard to the
existence of the Plan.
SECTION 8.3 Notwithstanding anything herein to the contrary,
at any time following the termination of service of a Participant or Vested
Former Participant, the Committee may authorize, under uniform rules applicable
to all Participants, Vested Former Participants and Surviving Spouses under the
Plan, a lump sum distribution of a Participant's, Vested Former Participant's
and/or Surviving Spouse's Retirement Benefit or Surviving Spouse's Benefit under
the Plan in an amount equal to the present value of such Retirement Benefit or
Surviving Spouse's Benefit, using the actuarial assumptions then in use for
funding
<PAGE> 26
purposes under The Dun & Bradstreet Corporation Retirement Account, in full
satisfaction of all present and future Plan liability with respect to such
Participant, Vested Former Participant and/or Surviving Spouse, if the amount of
such present value is less than $250,000. Such lump sum distribution may be made
without the consent of the Participant, Vested Former Participant or Surviving
Spouse.
SECTION 8.4 (a) Notwithstanding anything in this Plan to the
contrary, if a Participant has less than five years of Credited Service at the
time of a Change in Control, and as a result of the Change in Control, and
before he completes five years of Credited Service, (i) the Plan is terminated,
(ii) the Participant is removed from further participation in the Plan, or (iii)
the Participant is terminated as a result of action initiated directly or
indirectly by the Corporation or any Affiliate, such Participant shall be
entitled to a Benefit of 20% of his Average Final Compensation and the
Corporation will remain obligated to pay all benefits under the Plan.
(b) Notwithstanding anything in this Plan to the contrary,
upon the occurrence of a Change in Control, (i) no reduction shall be made in a
Participant's or Vested Former Participant's Retirement Benefit, notwithstanding
his termination of employment or Retirement prior to age 60 without the
Corporation's consent, (ii) the provisions of Section 3.3(i) and (ii) shall not
apply to any Participant, Vested Former Participant or Surviving Spouse, (iii)
each Participant and Vested Former Participant already receiving a Retirement
Benefit under the Plan shall receive a lump sum distribution of his unpaid
Retirement Benefit and, if he is married, his Surviving Spouse's Benefit under
the Plan within 30 days of the Change of Control in an amount equal to the
present value of such Retirement Benefit and Surviving Spouse's Benefit in full
satisfaction of all present and future Plan liability with respect to such
Participant, Vested Former Participant and Surviving Spouse, if any, and each
Surviving Spouse already receiving a Surviving Spouse's Benefit under the Plan
shall receive a lump sum distribution of his unpaid Surviving Spouse's Benefit
at the same time in an amount equal to the present value of such Surviving
Spouse's Benefit in full satisfaction of
<PAGE> 27
Plan liability to such Surviving Spouse, (iv) each Vested Former Participant who
is not already receiving a Retirement Benefit under the Plan shall receive a
lump sum distribution of his unpaid Retirement Benefit and, if he is married,
his Surviving Spouse's Benefit within 30 days of the Change in Control in an
amount equal to the present value of such Retirement Benefit and Surviving
Spouse's Benefit, and each Surviving Spouse of either a Vested Former
Participant or a Participant with five or more years of Credited Service who is
not already receiving a Surviving Spouse's Benefit under the Plan shall receive
a lump sum distribution of his unpaid Surviving Spouse's Benefit at the same
time in amount equal to the present value of such Surviving Spouse's Benefit,
(v) each Participant with less than five years of Credited Service who is
entitled to a benefit under Section 8.4(a) shall receive a lump sum distribution
of the present value of such Retirement Benefit within 30 days from the earlier
of the date the Plan is terminated, the date he is removed from further
participation in the Plan, or the date his employment with the Corporation is
terminated, and of his Surviving Spouse's Benefit based upon the amount of such
Retirement Benefit if he is married on the applicable date, and (vi) each
Participant who is not included in (v) above and who is not already receiving a
Retirement Benefit under the Plan shall receive (a) within 30 days of the later
to occur of the date of such Change in Control or the date he completes five
years of Credited Service a lump sum distribution of the present value of his
accrued Retirement Benefit under the Plan as of the applicable date and, if he
is married on such date, the present value of his Surviving Spouse's Benefit,
and (b) within 30 days from the earliest of the date of his Retirement or
termination of employment with the Corporation, the date the Plan is terminated
or the date he is removed from further participation in the Plan, a lump sum
distribution of the present value of his additional Retirement Benefit accrued
after the applicable event in (a) computed as of the applicable date herein set
forth in (b) and, if he is married on such applicable date, the present value of
his surviving Spouse's Benefit. In determining the amount of the lump sum
distributions to be paid under this Section 8.4, the following actuarial
assumptions shall be used: (i) the interest rate used shall be the interest
<PAGE> 28
rate used by the Pension Benefit Guaranty Corporation for determining the value
of immediate annuities as of January 1st of either the year of the occurrence of
the Change in Control or the Participant's retirement or termination of
employment, whichever is applicable, (ii) the 1983 Group Annuity Mortality Table
shall be used; and (iii) it shall be assumed that all Participants retired or
terminated employment with the Corporation on the date of the occurrence of the
Change in Control and with the Corporation's consent for purposes of determining
the amount of the lump sum distribution to be paid upon the occurrence of the
Change in Control.
SECTION 8.5 (a) The Plan is unfunded, and the Corporation will
make Plan benefit payments solely on a current disbursement basis, provided,
however, that the Corporation reserves the right to purchase insurance
contracts, which may or may not be in the name of a Participant or Vested Former
Participant, or establish one or more trusts to provide alternative sources of
benefit payments under this Plan, provided, further, however, that upon the
occurrence of a "Potential Change in Control" the appropriate officers of the
Corporation are authorized to make such contributions to such trust or trusts as
are necessary to fund the lump sum distributions to Plan Participants required
pursuant to Section 8.4 of this Plan in the event of a Change in Control. In
determining the amount of the necessary contribution to the trust or trusts in
the event of a Potential Change in Control, the following actuarial assumptions
shall be used: (i) the interest rate used shall be the interest rate used by the
Pension Benefit Guaranty Corporation for determining the value of immediate
annuities as of January 1st of the year of the occurrence of the Potential
Change in Control, (ii) the 1983 Group Annuity Mortality Table shall be used;
and (iii) it shall be assumed that all Participants will retire or terminate
employment with the Corporation as soon as practicable after the occurrence of
the Potential Change in Control and with the Corporation's consent. The
existence of any such insurance contracts, trust or trusts shall not relieve the
Corporation of any liability to make benefit payments under this Plan, but to
the extent any benefit payments are made from any such insurance contract in the
name of the Corporation or any Affiliate or
<PAGE> 29
from any such trust, such payment shall be in satisfaction of and shall reduce
the Corporation's liabilities under this Plan. Further, in the event of the
Corporation's bankruptcy or insolvency, all benefits accrued under this Plan
shall immediately become due and payable in a lump sum and all Participants,
Vested Former Participants and Surviving Spouses shall be entitled to share in
the Corporation's assets in the same manner and to the same extent as general
unsecured creditors of the Corporation.
(b) Members and Vested Former Members shall have the status of
general unsecured creditors of the Corporation and this Plan constitutes a mere
promise by the Corporation to make benefit payments at the time or times
required hereunder. It is the intention of the Corporation that this Plan be
unfunded for tax purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended and any trust created by the Corporation
in meeting its obligations under the Plan shall meet the requirements necessary
to retain such unfunded status.
SECTION 8.6 If any dispute arises under the Plan between the
Corporation and a Participant, Former Participant, Vested Former Participant or
Surviving Spouse (collectively or individually referred to as "Participant" in
this Section 8.6) as to the amount or timing of any benefit payable under the
Plan or as to the persons entitled thereto, such dispute shall be resolved by
binding arbitration proceedings initiated by either party to the dispute in
accordance with the rules of the American Arbitration Association and the
results of such proceedings shall be conclusive on both parties and shall not be
subject to judicial review. If the disputed benefits involve the benefits of a
Participant who is no longer employed by the Corporation or any Affiliate, the
Corporation shall pay or continue to pay the benefits claimed by the Participant
until the results of the arbitration proceedings are determined unless such
claim is patently without merit; provided, however, that if the results of the
arbitration proceedings are adverse to the Participant, then in such event the
recipient of the benefits shall be obligated to repay the excess benefits to the
Corporation. The Corporation expressly acknowledges that the amounts payable
under the Plan are necessary to
<PAGE> 30
the livelihood of Participants and their family members and that any refusal or
neglect to pay benefits under the preceding sentence prior to the resolution of
any dispute shall be prima facie evidence of bad faith on its part and will be
conclusive grounds for an arbitration award resulting in an immediate lump sum
payment to the Participant, of the Participant's benefits under the Plan then
due and payable to him, unless the arbitrator determines that the claim for the
disputed benefits was without merit. The amount of such lump sum payment shall
be equal to the then actuarial value of such benefits calculated by utilizing
the actuarial assumptions then in use for funding purposes under The Dun &
Bradstreet Corporation Retirement Account. In addition, in the event of any
dispute covered by this Section 8.6 the Corporation agrees to pay the entire
costs of any arbitration proceeding or legal proceeding brought hereunder,
including the fees and expenses of counsel and pension experts engaged by a
Participant and that such expenses shall be reimbursed promptly upon evidence
that such expenses have been incurred without awaiting the outcome of the
arbitration proceedings; provided, however, that such costs and expenses shall
be repaid to the Corporation by the recipient of same if it is finally
determined by the arbitrators that the position taken by such person was without
merit.
SECTION 8.7 To the maximum extent permitted by law, no benefit
under the Plan shall be assignable or subject in any manner to alienation, sale,
transfer, claims of creditors, pledge, attachment or encumbrances of any kind.
SECTION 8.8 The Corporation may withhold from any benefit
under the Plan an amount sufficient to satisfy its tax withholding obligations.
SECTION 8.9 The Plan is established under and will be
construed according to the laws of the State of New York.