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Amendment and Termination. Subject to the following sentence, the Plan may be amended from time to time in any respect by the Committee or the Board; provided, however, that any amendment that would adversely affect the rights or potential rights of Participants shall not be effective for at least 12 months after the date of the Committee’s or the Board’s action; and, provided further, in the event that a Change in Control occurs within 12 months following an amendment to the Plan that would adversely affect the rights or potential rights of Participants, the amendment will not be effective. In anticipation of or in connection with or within three years following a Change in Control, the Plan shall not be subject to amendment, change, substitution, deletion, revocation or termination in any respect which adversely affects the rights of Participants without the consent of each Participant so affected. For the avoidance of doubt, removal of a Participant as a Participant (other than as a result of the Participant ceasing to be an Employee), a decrease in the Participant’s Tier Level or any other reduction in payments or benefits shall be deemed to be an amendment of the Plan which adversely affects the rights of the Participant.

Amendment andor Termination. SubjectThe Board may amend or terminate this Plan; provided, that this Plan may not be terminated or amended in a manner adverse to Participants prior to the following sentence, the Plan may be amended from time to time in any respect by the Committee or the Board; provided, however, that any amendment that would adversely affect the rights or potential rightsthird anniversary of Participants shall not be effective for at least 12 months after the date on which notice of the Committee’ssuch amendment or the Board’s action; and,termination is provided further, in the event that a Change in Control occurs within 12 months following an amendment to the Plan that would adversely affectParticipants or during the rights or potential rights of Participants, the amendment will not be effective. In anticipation of or in connection with or within three yearstwo-year period following a Change in Control, the Plan shall not be subject to amendment, change, substitution, deletion, revocation or termination in any respect which adversely affects the rights of Participants without the consent of each Participant so affected. For the avoidance of doubt, removal of a Participant as a Participant (other than as a result of the Participant ceasing to be an Employee), a decrease in the Participant’s Tier Level or any other reduction in payments or benefits shall be deemed to be an amendment of the Plan which adversely affects the rights of the Participant. Control.

SECTION # Amendment and Termination. Subject(a) The Company shall have the right at any time, in its discretion, to amend the following sentence,Plan, in whole or in part, or to terminate the Plan, by resolution of the Board or Committee or delegate thereof, except that no amendment or termination shall impair or abridge the obligations of the Company to any Participant or the rights of any Participant under the Plan maywithout the express written consent of the affected Participant with respect to any termination of employment that occurred before such amendment or termination. In addition, in no event shall the Plan be amended from time to time in any respect byor terminated # during the Committee or the Board; provided, however, that any amendment that would adversely affect the rights or potential rightsperiod of Participants shall not be effective for at least 1224 months after the date of the Committee’s or the Board’s action; and, provided further, in the event thatfollowing a Change in Control occurs within 12 months following an amendment(the “Protection Period”), or # to the Planextent that would adversely affectit is carried out at the rightsrequest of a person seeking to accomplish a Change in Control or potential rights of Participants, the amendment will not be effective. Inotherwise in anticipation of or in connection with or within three years following a Change in Control, in each case without the express written consent of the affected Participant. Notwithstanding the foregoing , except with respect to a termination of employment that occurs during the Protection Period, the Company shall have the right to terminate the Plan shall not be subject to amendment, change, substitution, deletion, revocation or termination inat any respect which adversely affectstime following the rights of Participants without the consent of each Participant so affected. For the avoidance of doubt, removal of a Participant as a Participant (other than as a result of the Participant ceasing to be an Employee), a decrease in the Participant’s Tier Level or any other reduction in payments or benefits shall be deemed to be an amendment of the Plan which adversely affects the rights of the Participant.Protection Period.

Amendment and Termination. Subject toExcept as provided in the followingnext sentence, the PlanBoard may be amended from time to time terminate the Plan or amend the Plan in whole or in part. The Plan may not be terminated or amended in any respect by the Committee or the Board; provided, however, that any amendment that would adversely affect the rights or potential rights of Participants shall not be effective for at least 12 months after the date of the Committee’s or the Board’s action; and, provided further, in the event that a Change in Control occurs within 12 months following an amendment to the Plan thatmanner which would adversely affect the rights or potential rights of Participants, if the action to effect such termination or amendment will not be effective. In anticipationoccurs # after a Change of Control, or # in connection with or within three years following a Change inof Control, unless and to the Plan shall not be subject to amendment, change, substitution, deletion, revocationextent that the Committee determines that such termination or termination in any respect which adversely affects the rights of Participants without the consent of each Participant so affected. For the avoidance of doubt, removal of a Participant as a Participant (other than as a result of the Participant ceasing to be an Employee), a decrease in the Participant’s Tier Level or any other reduction in payments or benefits shall be deemed to be an amendment of the Plan which adversely affects the rights of the Participant. is required by law.

Amendment and Termination. Subject to the following sentence, theThe Plan may be terminated or amended from time to time in any respect by resolution adopted by a majority of the CommitteeBoard or the Board; provided, however, thatCommittee; provided that, in connection with or in anticipation of a Change of Control, this Plan may not be terminated or amended in any amendmentmanner that would adversely affect the rights or potential rights of Participants shall not be effective for at least 12 months after the date of the Committee’s or the Board’s action; and, providedParticipants; provided, further, in the event that a Change in Control occurs within 12 months following an amendment to the Plan that would adversely affect the rights or potential rights of Participants, the amendment will not be effective. In anticipation of or in connection with or within three years following a Change inof Control, thethis Plan shall continue in full force and effect and shall not terminate, expire or be subjectamended until after all Participants who become entitled to amendment, change, substitution, deletion, revocation or terminationany payments hereunder shall have received such payments in any respect which adversely affects the rights of Participants without the consent of each Participant so affected. For the avoidance of doubt, removal of a Participant as a Participant (other than as a result of the Participant ceasingfull pursuant to be an Employee), a decrease in the Participant’s Tier Level or any other reduction in payments or benefits shall be deemed to be an amendment of the Plan which adversely affects the rights of the Participant.[Section 4].

Amendment and Termination. Subject to the following sentence, theThe Plan may be amended fromor terminated at any time to time in any respect by the Committee or the Board;Board of Directors, provided, however, that no such amendment or termination of the Plan shall be effective if such amendment or termination is made or is effective within a period that is # six (6) months before, or at any amendmenttime after, a Preliminary Change in Control and # prior to # the earlier of such time as the Southern Committee shall have determined that would adversely affect the rights or potential rights of Participantsevent that gave rise to such Preliminary Change in Control shall not be effective for at least 12 months afterConsummated or # two years following the Southern Change in Control, unless such amendment or termination during such period has the effect of increasing benefits to Participants under the Plan, is determined by the Board of Directors to be immaterial, or applies solely to Directors who, in the case of a Southern Change in Control, are not Directors on the date of the Committee’srespective Preliminary Change in Control. Following a Southern Change in Control, nothing in this Section 12.1 shall prevent the Board of Directors from amending or terminating the Board’s action; and, provided further, in the event that aPlan as to any subsequent Southern Change in Control occurs within 12 months following anprovided that no such amendment to the Plan that would adversely affect theor termination shall impair any rights or potential rights of Participants,reduce any benefits previously accrued under the amendment will not be effective. In anticipation of or in connection with or within three years following a Change in Control, the Plan shall not be subject to amendment, change, substitution, deletion, revocation or termination in any respect which adversely affects the rights of Participants without the consent of each Participant so affected. For the avoidance of doubt, removal of a Participant as a Participant (other than as a result of the Participant ceasing to be an Employee), a decreaseprevious Southern Change in the Participant’s Tier Level or any other reduction in payments or benefits shall be deemed to be an amendment of the Plan which adversely affects the rights of the Participant.Control.

Amendment or Termination. The Committee reserves the right, at any time, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to amend, suspend or terminate this Plan or any Award Opportunity granted thereunder, in whole or in part, in any manner, and Termination. Subjectfor any reason; provided that any such amendment shall not, after the end of the 90-day period described in Section 3 of this Plan, cause the amount payable under an Award Opportunity to be increased as compared to the following sentence, the Plan may be amended from time to time in any respect by the Committee or the Board; provided, however, that any amendmentamount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, no amendment, suspension or termination of this Plan following a Change in Control (as defined in the Stock Incentive Plan) may adversely affect the rights or potential rights of Participants shall not be effective for at least 12 months afterin a material way any Award Opportunity that was outstanding on the date of the Committee’s or the Board’s action; and, provided further, in the event that a Change in Control occurs within 12 months following an amendment to the Plan that would adversely affect the rights or potential rights of Participants, the amendment will not be effective. In anticipation of or in connection with or within three years following a Change in Control, the Plan shall not be subject to amendment, change, substitution, deletion, revocation or termination in any respect which adversely affects the rights of Participants without the consent of each Participant so affected. For the avoidance of doubt, removal of a Participant as a Participant (other than as a result of the Participant ceasing to be an Employee), a decrease in the Participant’s Tier Level or any other reduction in payments or benefits shall be deemed to be an amendment of the Plan which adversely affects the rights of theaffected Participant.

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