Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Under the Company's 1993 Executive Contributory Retirement Income Plan ("ECRIP"), certain executives may elect to defer a portion of their salary and/or executive incentive payments and receive the matching contributions they would otherwise receive if such deferrals had been made under our tax-qualified Savings and Investment Plan (in lieu of any matching contributions under the tax-qualified plan), without regard to IRS-imposed limits. Amounts deferred and related Company contributions receive interest at 130% of the monthly Moody's Corporate Bond Yield Average (the "Moody's Rate") if the executive reaches retirement eligibility as defined in the plan or his or her employment ends due to death or disability. If the executive's employment terminates prior to death, disability or retirement, such amounts receive interest at 100% of the Moody's Rate. At its October 30, 2009 meeting, the Company's Board of Directors approved an amendment to the ECRIP to discontinue the crediting of 130% of the Moody's Rate on deferrals and Company contributions made after December 31, 2009, such that the 100% of Moody's Rate would apply for these amounts under all circumstances. Deferrals and Company contributions made prior to January 1, 2010 remain entitled to receive 130% of the Moody's Rate if the executive reaches retirement eligibility or his or her employment ends due to death or disability.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Exhibit Description
10 Executive Contributory Retirement Income Plan, as amended and restated, effective January 1, 2010.

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