Retirement and Death. In the event of your Retirement (as that term is defined in the Plan; however, if you have become Retirement eligible but remain employed, some or all of your RSUs held for at least one year will no longer have a substantial risk of forfeiture prior to your Retirement) or your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, you, or your estate or legal heirs, as applicable, shall be deemed vested and entitled to settlement (i.e., the Restricted Period shall expire with respect to) of a proportionate number of the total number of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company. If you are only eligible for Retirement pursuant to [Section 2(x)(iii)] of the Plan, and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the proportionate vesting described in this Section 2(c) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory to the Company; if you fail to execute or revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Please visit “Mybms” and click on the tab “RSU Pro-Rata Illustration” for a discussion on determining the proportionate number of your RSUs to become vested and non-forfeitable upon your Retirement or death. RSUs that become vested and non-forfeitable under this Section 2(c) shall be distributed in accordance with Section 2(b) (i.e., within 60 days of the date of your death or Retirement, subject to the [[Unknown Identifier]] Compliance Rules, including rules applicable upon the signing of a release). In the event of your becoming vested hereunder on account of death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares in settlement of RSUs (not previously forfeited), shares in settlement of your RSUs shall be delivered to your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.

Retirement and Death. In the event of your Retirement (as that term is defined in the Plan; however, if such Retirement is voluntary, you have become Retirement eligible but remain employed, some orshall forfeit all unvested RSUs on the date of your RSUs held for at least one year will no longer have a substantial risk of forfeiture prior to your Retirement) or your death while employed by the Company or a subsidiary of the Companytermination) prior to the end of the Restricted Period, you, or your estate or legal heirs, as applicable, shall be deemed vested and entitled to settlement of (i.e., the Restricted Period shall expire with respect to) of a proportionate number of the total number of RSUs granted (taking into account RSUs previously vested),granted, provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company. If you are only eligible for Retirement pursuant to Plan [Section 2(x)(iii)] of the Plan,, and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the proportionatepro rata vesting described in this Section 2(c) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory to the Company; if you fail to execute or revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Please visit “Mybms” and click on the tab “RSU Pro-Rata Illustration” for a discussion on determining the proportionate number of your RSUs to become vested and non-forfeitable upon your Retirement or death. RSUs that become vested and non-forfeitable under this Section 2(c) shall be distributed in accordance with Section 2(b) (i.e., within 60 days of the date of your death or Retirement, subject to the [[Unknown Identifier]] Compliance Rules, including rules applicable upon the signing of a release). In the event of your becoming vested hereunder on account of death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares in settlement of RSUs (not previously forfeited), shares in settlement of your RSUs shall be delivered to your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.

Retirement and Death.Termination not for Misconduct/Detrimental Conduct. In the event of your Retirement (as that termemployment is defined in the Plan; however, if you have become Retirement eligible but remain employed, some or all of your RSUs held for at least one year will no longer have a substantial risk of forfeiture prior to your Retirement) or your death while employedterminated by the Company or a subsidiary of the Company priorfor reasons other than misconduct or other conduct deemed detrimental to the endinterests of the Restricted Period, you,Company or your estate or legal heirs, as applicable,a subsidiary of the Company, and you are not eligible for Retirement, you shall be deemed vested and entitled to settlement (i.e., the Restricted Period shall expire with respect to) of a proportionate number of the total number of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company.Date. If you are onlynot eligible for Retirement pursuant to [Section 2(x)(iii)] of the Plan,Retirement, and you are employed in the United States or Puerto Rico at the time of your Retirement,termination, you shall be entitled to the proportionate vesting described in this Section 2(c)d) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory to the Company; if you fail to execute or revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Please visit “Mybms” and click on the tab “RSU Pro-Rata Illustration” for a discussion on determining the proportionate number of your RSUs you are entitled to become vested and non-forfeitable upon your Retirement or death.under this Section 2(d). RSUs that become vested and non-forfeitable under this Section 2(c)d) shall be distributed in accordance with Section 2(b) (i.e., within 60 days of the date of your death or Retirement,termination, subject to the [[Unknown Identifier]] Compliance Rules, including rules applicable upon the signing of a release). In the event of your becoming vested hereunder on account of death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares in settlement of RSUs (not previously forfeited), shares in settlement of your RSUs shall be delivered to your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.

Retirement and Death. In the event of your Retirement (as that term is defined in the Plan; however, if you have become Retirement eligible but remain employed, some or all of your RSUs held for at least one year will no longer have a substantial risk of forfeiture prior to your Retirement) or your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, you, or your estate or legal heirs, as applicable, shall be deemed vested and entitled to settlementin (i.e., the Restricted Period shall expire with respect to) of a proportionate number of the total numberprorated portion of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company. If you are only eligible for Retirement pursuant to [Section 2(x)(iii)] of the Plan, and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the proportionate vesting described in this Section 2(c) only(and, if you execute and dohave not revoke a release in favor ofheld the Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory toAward for at least one year following the Company; if you fail to execute or revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvestedAward Date as of the date your employment terminates. Please visit “Mybms” and click on the tab “RSU Pro-Rata Illustration” for a discussion on determining the proportionate number of your RSUs to become vested and non-forfeitable upon your Retirement or death. RSUs that become vested and non-forfeitable under this Section 2(c) shall be distributed in accordance with Section 2(b) (i.e., within 60 days of the date of your death or Retirement, subject todeath, the [[Unknown Identifier]] Compliance Rules, including rules applicable upon the signing of a release). In the eventvesting of your becoming vested hereunder on accountAward will not be accelerated under this Section 2(c)(iv), and you shall forfeit the Award). The timing of death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares in settlement of RSUs (not previously forfeited), shares in settlement of yoursuch RSUs shall be delivered to your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.governed by Section 2(b) hereof.

Retirement and Death. In the event of your Retirement (as that term is defined in the Plan; however, if you have become Retirement eligible but remain employed, some or all of your RSUs heldThe formula for at least one year will no longer have a substantial risk of forfeiture prior to your Retirement) or your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, you, or your estate or legal heirs, as applicable, shall be deemed vested and entitled to settlement (i.e., the Restricted Period shall expire with respect to) of a proportionate number of the total number of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company. If you are only eligible for Retirement pursuant to [Section 2(x)(iii)] of the Plan, and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the proportionate vesting described in this Section 2(c) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory to the Company; if you fail to execute or revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Please visit “Mybms” and click on the tab “RSU Pro-Rata Illustration” for a discussion on determining the proportionate number of your RSUs to become vested and non-forfeitable upon your Retirement or death.death is available by request from the Office of the Corporate Secretary at 345 Park Avenue, New York, New York 10154. RSUs that become vested and non-forfeitablenonforfeitable under this Section 2(c) shall be distributed in accordance with Section 2(b) (i.e., within 60 days of the date of your death or Retirement, subject to the [[Unknown Identifier]] Compliance Rules, including rules applicable upon the signing of a release)Retirement). In the event of your becoming vested hereunder on account of death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares in settlement of RSUs (not previously forfeited), shares in settlement of your RSUs shall be delivered to your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death. Notwithstanding anything else in this Section 2(c) to the contrary, except in the case of your death, all shares issued in settlement of any vested RSUs pursuant to this Section shall continue to be subject to the Post-Vest Holding Period.

Retirement and Death.Termination by Company if not Retirement-Eligible. In the event your employment is terminated by the Company or a subsidiary of your Retirement (as that term is defined in the Plan; however, if you have become Retirement eligible but remain employed, someCompany for reasons other than misconduct or allother conduct deemed detrimental to the interests of your RSUs held for at least one year will no longer have a substantial risk of forfeiture prior to your Retirement) or your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, you,and you are not eligible at such time for Retirement (as that term is defined under [Section 2(x)(i), (ii), or your estate or legal heirs, as applicable,(iii)])])] of the Plan), you shall be deemed vested and entitled to settlementin (i.e., the Restricted Period shall expire with respect to) of a proportionate number of the total numberprorated portion of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company. If you are only eligible for Retirement pursuant to [Section 2(x)(iii)] of the Plan, and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the proportionate vesting described in this Section 2(c) only(and, if you execute and dohave not revoke a release in favor ofheld the Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory toAward for at least one year following the Company; if you fail to execute or revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvestedAward Date as of the date your employment terminates. Please visit “Mybms” and click onthat you incur a termination, the tab “RSU Pro-Rata Illustration” for a discussion on determining the proportionate numbervesting of your RSUs to become vested and non-forfeitable upon your Retirement or death. RSUs that become vested and non-forfeitableAward will not be accelerated under this Section 2(c)d), and you shall be distributed in accordance with Section 2(b) (i.e., within 60 daysforfeit the Award). The timing of the date of your death or Retirement, subject to the [[Unknown Identifier]] Compliance Rules, including rules applicable upon the signing of a release). In the event of your becoming vested hereunder on account of death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares in settlement of RSUs (not previously forfeited), shares in settlement of yoursuch RSUs shall be delivered to your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.governed by Section 2(b) hereof.

Retirement and Death. In the event of your Retirement (as that term is defined in the Plan; however, if you have become Retirement eligible but remain employed, some or all of your RSUs held for at least one year will no longer have a substantial risk of forfeiture prior to your Retirement) or your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, you, or your estate or legal heirs, as applicable, shall be deemed vested and entitled to settlement (i.e., the Restricted Period shall expire with respect to) of a proportionate number of the total number of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company. If you are only eligible for Retirement pursuant to [Section 2(x)(iii)] of the Plan,Plan and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the proportionatepro rata vesting described in this Section 2(c)(iii) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directorsdirectors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Please visit “Mybms” and click on the tab “RSU Pro-Rata Illustration” for a discussion on determining the proportionate number ofFollowing your Retirement, any RSUs to becomethat have not been deemed vested and non-forfeitable upon your Retirement or death. RSUs that becomethereafter will not be deemed vested and non-forfeitable under this Section 2(c) shall(iii) will be distributed in accordance with Section 2(b) (i.e., within 60 days of the date of your death or Retirement, subject to the [[Unknown Identifier]] Compliance Rules, including rules applicable upon the signing of a release). In the event of your becoming vested hereunder on account of death, or in the event of your death subsequent to your Retirement hereundercanceled and prior to the delivery of shares in settlement of RSUs (not previously forfeited), shares in settlement of your RSUs shall be delivered to your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.forfeited.

Retirement and Death. In the event of your Retirement (as that term is defined in the Plan; however, if you have become Retirement eligible but remain employed, some or all of your RSUs held for at least one year will no longer have a substantial risk of forfeiture prior to your Retirement) or your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, you, or your estate or legal heirs, as applicable, shall be deemed vested and entitled to settlement of (i.e., the Restricted Period shall expire with respect to) of a proportionate number of the total number of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company. If you are only eligible for Retirement pursuant to [Section 2(x)(iii)] of the Plan, and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the proportionate vesting described in this Section 2(c) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory to the Company; if you fail to execute or revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Please visit “Mybms” and click on the tab “RSU Pro-Rata Illustration” for a discussion on determining the proportionate number of your RSUs to become vested and non-forfeitable upon your Retirement or death. RSUs that become vested and non-forfeitable under this Section 2(c) shall be distributed in accordance with Section 2(b) (i.e., within 60 days of the date of your death or Retirement, subject to the [[Unknown Identifier]] Compliance Rules, including rules applicable upon the signing of a release). In the event of your becoming vested hereunder on account of death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares in settlement of RSUs (not previously forfeited), shares in settlement of your RSUs shall be delivered to your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.-.

Early Retirement and Death.at Age 55 with 10 Years of Service. In the event your employment is terminated by the Company or a subsidiary of your Retirement (as that term is defined in the Plan; however, if you have become Retirement eligible but remain employed, someCompany for reasons other than misconduct or allother conduct deemed detrimental to the interests of your RSUs held for at least one year will no longer have a substantial risk of forfeiture prior to your Retirement) or your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, you, or you voluntarily terminate your estate or legal heirs, as applicable,employment prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under [Section 2(x)(ii)] of the Plan, which requires that you are at least age 55 with at least 10 years of service), you shall be deemed vested and entitled to settlementin (i.e., the Restricted Period shall expire with respect to) of a proportionate number of the total numberprorated portion of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company. If you are only eligible for Retirement pursuant to [Section 2(x)(iii)] of the Plan, and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the proportionate vesting described in this Section 2(c) only(and, if you execute and dohave not revoke a release in favor ofheld the Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory toAward for at least one year following the Company; if you fail to execute or revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvestedAward Date as of the date your employment terminates. Please visit “Mybms” and click onthat you incur a termination, the tab “RSU Pro-Rata Illustration” for a discussion on determining the proportionate numbervesting of your RSUs to become vested and non-forfeitable upon your Retirement or death. RSUs that become vested and non-forfeitableAward will not be accelerated under this Section 2(c)(ii) and you shall be distributed in accordance with Section 2(b) (i.e., within 60 daysforfeit the Award). The timing of the date of your death or Retirement, subject to the [[Unknown Identifier]] Compliance Rules, including rules applicable upon the signing of a release). In the event of your becoming vested hereunder on account of death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares in settlement of RSUs (not previously forfeited), shares in settlement of yoursuch RSUs shall be delivered togoverned by Section 2(b) hereof. Following your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee,Retirement, any RSUs that have not been deemed vested and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.that thereafter will not be deemed vested under this Section 2(c)(ii) will be canceled and forfeited.

Retirement and Death.Age 65 Retirement. In the event of yourthat, during the Restricted Period, you are eligible at such time for Retirement (as that term is defined in the Plan; however, if you have become Retirement eligible but remain employed, some or all of your RSUs held for at least one year will no longer have a substantial risk of forfeiture prior to your Retirement) or your death while employed by the Company or a subsidiaryunder [Section 2(x)(i)] of the Company prior to the end of the Restricted Period, you, or your estate or legal heirs, as applicable, shall be deemed vestedPlan, which requires that you are least age 65), and entitled to settlement (i.e., the Restricted Period shall expire with respect to) of a proportionate number of the total number of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company. If you are only eligible for Retirement pursuant to [Section 2(x)(iii)] of the Plan, and you are employed in the United States or Puerto Rico at the time of your Retirement,Date, you shall be entitled todeemed fully vested in (i.e., the proportionate vesting described in this Section 2(c) only if you execute and do not revoke a release in favor ofRestricted Period shall expire with respect to) the Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory toRSUs granted (taking into account RSUs previously vested) on the Company; if you fail to execute or revoke the release, or your release fails to become effective and irrevocable within 60 dayslater of the date your employment terminates,that you shall forfeit any RSUsreach age 65 or the date that are unvestedis the first anniversary of the Award Date (and, if you have not held the Award for at least one year following the Award Date as of the date your employment terminates. Please visit “Mybms” and click onthat you incur a termination, the tab “RSU Pro-Rata Illustration” for a discussion on determining the proportionate numbervesting of your RSUs to become vested and non-forfeitable upon your Retirement or death. RSUs that become vested and non-forfeitableAward will not be accelerated under this Section 2(c)(i), and you shall be distributed in accordance with Section 2(b) (i.e., within 60 daysforfeit the Award). The timing of the date of your death or Retirement, subject to the [[Unknown Identifier]] Compliance Rules, including rules applicable upon the signing of a release). In the event of your becoming vested hereunder on account of death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares in settlement of RSUs (not previously forfeited), shares in settlement of yoursuch RSUs shall be delivered togoverned by Section 2(b) hereof. Following your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee,Retirement, any RSUs that have not been deemed vested and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.that thereafter will not be deemed vested under this Section 2(c)(i) will be canceled and forfeited.