The Controlling Company expects to continue the Plan but reserves the right to terminate the Plan and fully distribute all Accounts under the Plan at any time, for any reason; provided, the distribution of Accounts will be subject to the restrictions provided under Code Section 409A (including, to the extent required by Code Section 409A, the 6-month delay that applies to distributions to Key Employees following Separation from Service).  Any action to terminate the Plan will be taken by the Compensation Committee in the form of a written Plan amendment executed by a duly authorized officer of the Controlling Company.  If the Plan is terminated, each Participant will become 100 percent vested in his Account.  Such termination will be binding on all Participants and Beneficiaries.