consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or the

acquisition of the assets or stock of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the surviving entity resulting from such Business Combination (including, without limitation, a surviving entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any surviving entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such surviving entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the surviving entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such surviving entity, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the surviving entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a

continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Corporation.

Change in Control. Within 30 days following the occurrence of a Change in Control event, all Participants as of the date of this restatement (August 20, 2007) shall receive the actuarial present value of the benefits that would be payable under Section 7(A) hereof, calculated as if each such Participant had a Separation from Service as of the date of such Change in Control event, in a lump sum calculated as in Section 5(B)(3) above. Notwithstanding the foregoing, any such Participants not eligible for a Normal Retirement under Section 7(A) of this Plan as of the date of such Change in Control will receive a lump sum that is adjusted for Early Retirement as indicated in Section 7(B) of this Plan. In addition, unless otherwise determined by the Board of Directors, if a Participant is liable for the

payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, as a result of any payment under this Section 5(C), the Company shall pay the Participant an amount (the “Special Reimbursement”) which, after payment to the Participant (or on the Participant’s behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under said Section 4999, with respect to or resulting from the Special Reimbursement, equals the net amount of the Basic Excise Tax. The Special Reimbursement shall be paid as soon as practicable after it is determined by the Company or the Participant and reviewed for accuracy by the Company’s certified public accountants, but in no event later than the close of the calendar year next following the calendar year in which the taxes due under this Section 5(C) are remitted to the taxing authority.

the Participant’s accrued pension benefits calculated to be payable from any other defined benefit pension plans provided by the Corporation or its subsidiaries (including but not limited to the General Retirement Plan, the Benefit Equalization Plan, the Earnings Adjustment Plan, the Officers’ Supplemental Retirement Plan, or any replacement or successor pension plans) as of the respective date or dates of earliest entitlement (including

the application of any early retirement factor) or, if later, the date of retirement under such pension plans, before any actuarial reduction for option election or conversion in Appendix I of the General Retirement Plan to a life annuity; provided, however, that any such reduction shall not include the portion of any other pension benefit resulting from the Participant’s express contribution or any Increased Benefit calculated under paragraph 3.6 of the General Retirement Plan, nor any benefits attributable to a defined contribution entitlement, and

A Participant shall receive an actuarially adjusted monthly Plan benefit as of the commencement date indicated in Section 5(D) based upon the value

of the Plan benefit that would have been paid at Retirement hereunder with ten or more years’ service with the Corporation or its subsidiaries, a “Mutual Consent Retirement,” if: (a) the Participant is entitled to retire with monthly payments under the General Retirement Plan in the month following a Separation from Service, and (b) both the Participant and the Corporation agree that retirement under this Plan would be mutually beneficial.