S-8

As filed with the Securities and Exchange Commission on December 19, 2001

 Registration No. 333-_________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

American Standard Companies Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware 13-3465896

(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification Number)

One Centennial Avenue
P.O. Box 6820
Piscataway, New Jersey 08855-6820

(Address, including zip code of registrant's principal executive offices)

American Standard Companies Inc.
Deferred Compensation Plan

(Full Title of Plan)

J. Paul McGrath, Esq.
Senior Vice President, General Counsel and Secretary
One Centennial Avenue
P.O. Box 6820
Piscataway, New Jersey 08855-6820

(732) 305-8800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

                                    CALCULATION OF REGISTRATION FEE

======================= ================ =================== =================== ====================
   Title of Securities     Amount to be     Proposed Maximum   Proposed Maximum        Amount of
     to be Registered     Registered (1)     Offering Price   Aggregate Offering Registration Fee (2)
                                             Per share (2)         Price (2)
- ----------------------- ---------------- ------------------- ------------------- --------------------
Common Stock, par value      1,000,000       $66.325            $66,325,000            $15,852
$0.01 per share
- ----------------------- ---------------- ------------------- ------------------- --------------------
Deferred Compensation           N/A               N/A                 N/A                 N/A
Obligations
- ----------------------- ---------------- ------------------- ------------------- --------------------

            (1)     Estimated solely for the purpose of calculating the registration fee based upon the Registrant's current estimate of shares of Common Stock issuable pursuant to the American Standard Companies Inc. Deferred Compensation Plan (the "Plan"). Also includes, pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the "Securities Act"), additional shares of Common Stock that may be issuable pursuant to anti-dilution provisions of the Plan. The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the Plan.

            (2)     Estimated solely for the purpose of calculating the registration fee. Such estimate has been computed in accordance with Rule 457(c) and Rule 457(h) under the Securities Act based on the average of the high and low prices of the Registrant's common stock as reported on the New York Stock Exchange on December 17, 2001. This registration statement also registers interests in the Plan constituting separate securities. Pursuant to Rule 457(h)(2) of the Securities Act, no separate fee is required with respect to such plan interests.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

           The document(s) containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1). Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Documents Incorporated By Reference

            The following documents filed with the Securities and Exchange Commission by American Standard Companies Inc. (the “Company”) are incorporated by reference in this Registration Statement:

1. The Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed on March 30, 2001.
2. The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed on May 15, 2001.
3. The Company’s Current Report on Form 8-K filed on May 24, 2001, with respect to certain common stock purchase warrants issued by the Company.
4. The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, filed on August 10, 2001.
5. The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on November 13, 2001.
6. The description of the Company’s Common Stock contained in the Company's Form 8-A filed on January 1, 1995.

            All documents subsequently filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are hereby incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents.

2

            Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities

            Not applicable.

Item 5.  Interests of Named Experts and Counsel

            None.

Item 6.  Indemnification of Directors and Officers

            The Delaware General Corporation Law (the “Delaware Law”) permits a Delaware corporation to include a provision in its Certificate of Incorporation, and the Company's Restated Certificate of Incorporation so provides, eliminating or limiting the personal liability of a director to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director (i) for any such of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law which makes directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions. Under Delaware Law, directors and officers may be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a "derivative action")) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In derivative actions, indemnification extends only to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and, in the event such person shall have been adjudged to be liable to the Company, only to the extent that a proper court shall have determined that such person is fairly and reasonably entitled to indemnity for such expenses.

            The Company's Restated Certificate of Incorporation and Amended By-Laws provide, among other things, that each person who was or is made a party to, or is threatened to be made a party to, any action, suit or proceeding by reason of the fact that he is or was a director or officer of the Company (or was serving at the request of the Company as a director, officer, employee or agent for another entity) while serving in such capacity, shall be indemnified by the Company against all expenses, liability or loss (including attorneys' fees), judgme’'s Amended By-Laws also provide that expenses incurred by a director or officer in defending the proceedings specified above shall be paid by the Company in advance of the final disposition, provided that the Company is in receipt of an undertaking by or on behalf of the director or officer to repay such amount if it be determined that the director or officer is not entitled to be indemnified as provided in the Amended By-Laws. The Company may also provide indemnification to its employees and agents with the same scope and effect as the foregoing indemnification of directors and officers, provided that the Company must be authorized by its Board of Directors to pay expenses in advance to employees or agents.

            The Company maintains directors’ and officers’ reimbursement and liability insurance pursuant to standard form policies. The risks covered by such policies include certain liabilities under the federal securities laws.

3

Item 7.  Exemption from Registration Claimed

            Not applicable.

Item 8.  Exhibits

5 Opinion of Pitney, Hardin, Kipp & Szuch LLP

23.1 Consent of Ernst & Young LLP

23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in Exhibit 5 hereto)

99.1 American Standard Companies Inc. Deferred Compensation Plan

Item 9.  Undertakings

            (a)   The undersigned Registrant hereby undertakes:

                 (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)   To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)   To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

(iii)   To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

                 (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                 (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

         (b)   The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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        (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

5

SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Piscataway, State of New Jersey, on this 6th day of December, 2001.

AMERICAN STANDARD COMPANIES INC.

       /s/ J. Paul McGrath

By:_________________________________

       J. Paul McGrath
       Senior Vice President, General
         Counsel and Secretary

            KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and directors of the Registrant hereby severally constitutes and appoints Frederic M. Poses, J. Paul McGrath and G. Peter D'Aloia, and each of them, their true and lawful attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

6

            Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

    Signature                                 Title                          Date
    ---------                                 -----                          ----

                                 Chairman, Chief Executive Officer,
 /s/ Frederic M. Poses                        Director                  December 6, 2001
- --------------------------         (Principal Executive Officer)
Frederic M. Poses

                                     Senior Vice President and
/s/ G. Peter D'Aloia                  Chief Financial Officer           December 6, 2001
- --------------------------         (Principal Financial Officer)
G. Peter D'Aloia


/s/ Steven E. Anderson                        Director                  December 6, 2001
- --------------------------
Steven E. Anderson


/s/ Roger W. Parsons                          Director                  December 6, 2001
- --------------------------
Roger W. Parsons


/s/ Jared L. Cohon                            Director                  December 6, 2001
- --------------------------
Jared L. Cohon


/s/ Edward E. Hagenlocker                     Director                  December 6, 2001
- --------------------------
Edward E. Hagenlocker


/s/ James E. Hardymon                         Director                  December 6, 2001
- --------------------------
James E. Hardymon


/s/ David M. Roderick                         Director                  December 6, 2001
- --------------------------
David M. Roderick


/s/ J. Danforth Quayle                        Director                  December 6, 2001
- --------------------------
J. Danforth Quayle

7

            Pursuant to the requirements of the Securities Act of 1933, the administrative committee of the American Standard Companies Inc. Deferred Compensation Plan (the "Plan") has duly caused this Registration Statement to be signed on behalf of the Plan by the undersigned, thereunto duly authorized, in the City of Piscataway, State of New Jersey, on this 6th day of December 2001.

AMERICAN STANDARD COMPANIES INC.
DEFERRED COMPENSATION PLAN

       /s/ Lawrence B. Costello

By:_________________________________

Name:  Lawrence B. Costello
Title:     Sr. V.P., Human Resources

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INDEX TO EXHIBITS

5 Opinion of Pitney, Hardin, Kipp & Szuch LLP

23.1 Consent of Ernst & Young LLP

23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in Exhibit 5 hereto)

99.1 American Standard Companies Inc. Deferred Compensation Plan

9

EX-5

Opinion of Pitney, Hardin, Kipp & Szuch, LLP

PITNEY, HARDIN, KIPP & SZUCH LLP
P.O. Box 1945
Morristown, New Jersey 07962-1945

                                                                           December 19, 2001

American Standard Companies Inc.
One Centennial Avenue
P.O. Box 6820
Piscataway, New Jersey 08855-6820

        We refer to the Registration Statement on Form S-8 (the “Registration Statement”) by American Standard Companies Inc. (the “Company”) relating to the registration under the Securities Act of 1933, as amended (the “Act”) of 1,000,000 shares of common stock of the Company, $0.01 par value per share (the “Shares”) issuable pursuant to, and the registration of deferred compensation obligations (the “Obligations”) under, the American Standard Companies Inc. Deferred Compensation Plan (the “Plan”).

        We have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, agreements, instruments and certificates of public officials and of officers of the Company as we have deemed necessary or appropriate in order to express the opinion hereinafter set forth.

        Based upon the foregoing, we are of the opinion that when the Registration Statement has become effective under the Act, the Shares, when and as issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. Based upon the foregoing , we are of the opinion that the Obligations, when issued in accordance with the Plan, will be valid and binding obligations of the Company, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and subject to general equity principles.

        The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

        We hereby consent to the use of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,



/s/ Pitney, Hardin, Kipp & Szuch LLP

PITNEY, HARDIN, KIPP & SZUCH LLP

EX-23.2

CONSENT OF INDEPENDENT AUDITORS

            We consent to the incorporation by reference of our reports dated February 14, 2001 in this Registration Statement (Form S-8) pertaining to the Deferred Compensation Plan of American Standard Companies Inc., with respect to the consolidated financial statements of American Standard Companies Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000, and the related financial statement schedules incorporated by reference herein, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

New York, New York
December 19, 2001

EX-99.1

AMERICAN STANDARD COMPANIES INC.

DEFERRED COMPENSATION PLAN

(As Amended and Restated as of January 1, 2002)

This document constitutes part of a Prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

Section 1.   Purpose

        The purpose of this American Standard Companies Inc. Deferred Compensation Plan (the “Plan”), as amended as of January 1, 2002, is to provide a select group of management or highly compensated employees of American Standard Companies Inc. (the “Company”) and its subsidiaries and certain members of the Company’s Board of Directors (the “Board”) with the opportunity to defer receipt of certain compensation, and for the Company to defer payment of certain compensation to such individuals, into future years. The Plan covers employees of the Company and subsidiaries of the Company which, with the consent of the Company, elect to participate in the Plan (the “Employer”).

Section 2.   Eligibility

        Each employee of the Employer who is a U.S. taxpayer and who participates in the Company’s Long Term Incentive Compensation Plan is eligible to participate in the Plan. In addition, all nonemployee members of the Board are Participants. All those who are eligible to participate in the Plan are considered to be Participants. The Plan Administrator shall provide a copy of the Plan to each Participant together with a form of letter which the Participant may use to notify the Company of his or her election to defer compensation under the Plan.

Section 3.   Participation

        a.   Deferral Election.  On or before the date chosen from time to time by the Plan Administrator, a Participant may elect to defer receipt of certain forms of compensation which, but for such election, would have been paid to him or her, and to have such amounts credited, in whole or in part, to a memorandum account credited with a fixed annual return (the “Interest Account”) and/or a memorandum account deemed to be invested in notional Common Shares of the Company (the “Stock Account”). A Participant may elect to defer up to (i) 50% of base pay, (ii) 100% of payments under the Company’s Annual Incentive Plan, (iii) 100% of payments under the Company’s Long Term Incentive Compensation, (iv) 100% of fees and retainers to be paid to members of the Company’s Board, and (v) 100% of such other sources as are determined from time to time by the Plan Administrator; provided, however, that the total amount deferred by a Participant shall be limited in any calendar year, if necessary, to satisfy Social Security Tax (including Medicare), income tax and employee benefit plan withholding requirements as determined in the sole and absolute discretion of the Plan Administrator.

        b.   Form and Duration of Deferral Election.  A deferral election shall be made by a Participant in the form of a written notice filed on a designated form with the Plan Administrator (the “Deferral Election”). The Deferral Election shall specify the amount being deferred under that election and how much, if any, of the deferral amount is going to each of the Interest Account and the Stock Account. The minimum amount that each Participant may defer under the Plan for each year shall be $5,000 (or such other amount as the Plan Administrator shall determine from time to time). Any such election shall be effective solely with respect to payments that would otherwise be made in the calendar year following the year in which such election is filed, except that with respect to individuals who first become Participants during a calendar year, such election shall apply to compensation to be earned and paid in that calendar year. Such deferral election shall remain in effect for future years until it is modified or revoked. Any revocation or modification of a Deferral Election shall become effective only with respect to compensation payable in the calendar year following receipt of such revocation or modification by the Plan Administrator.

        c.   Renewal.  A Participant who has revoked an election to participate in the Plan may file a new election to defer compensation payable in the calendar year following the year in which such election is filed, if the Participant continues to meet the Plan's eligibility criteria as are then in effect.

        d.   Discretionary Company Contributions; Change of Control.  The Employer may from time to time elect to make fully discretionary contributions (“Discretionary Company Contributions”) to the Accounts of some or all Participants, in such amounts and to such Accounts as it, in its sole discretion, elects. Such Discretionary Company Contributions may be subject to a vesting schedule, as determined by the Plan Administrator. Notwithstanding the vesting schedule, such amounts will become fully vested upon the occurrence of a Change of Control, or upon the death or disability (as defined below) of the Participant (while actively employed by the Employer as an employee or member of the Board). “Change of Control” shall have the same meaning as set forth in the American Standard Companies Inc. Stock Incentive Plan, as amended, or any successor plan thereto.

        e.   Matching Contributions.  The Employer may from time to time elect to make fully discretionary matching contributions (“Matching Contributions”) to the Accounts of some or all Participants, in such amounts as it, in its sole discretion, elects. Such Matching Contributions shall be fully vested at all times.

Section 4.   Participant’s Accounts

        a.   Establishment of Account.  The Company shall maintain an Interest Account and a Stock Account for each Participant, and shall make additions to and subtractions from such Accounts as provided in this Plan. For each amount credited to the Interest Account, such Account shall note the date the amount was credited to the Account, any interest accrued pursuant to this Section 4, as well as the date that distribution is to commence. For each amount credited to the Stock Account, the Account shall note the date the amount was credited to the Account, the number of notional shares credited on such date, the Market Value per Share used to determine the notional shares credited, as well as the date distribution is to commence.

        b.   Interest Account.  Compensation allocated to the Interest Account pursuant to this Section 4 shall be credited to such Account as of the date such compensation would otherwise have been paid to the Participant, and for Matching Contributions and Discretionary Company Contributions, as of the date on which such amounts are credited to the Interest Account. Any amounts credited to the Interest Account shall earn interest on an annual basis at the Applicable Interest Rate in effect for each calendar year, as defined below, which interest shall be credited on the last business day of each calendar month.

        The Applicable Interest Rate for amounts credited prior to January 1, 2002, shall mean the percentage equal to the prime rate of interest in effect at Chase Manhattan Bank (or any successor thereto) on the last business day of the previous calendar year, plus one percent.

        For amounts credited to the Interest Account after December 31, 2001, Applicable Interest Rate shall mean the rate of interest to be determined by the Plan Administrator from time to time.

        c.   Stock Account.  Any compensation allocated to the Stock Account pursuant to this Section 4 shall be deemed to be invested in a number of notional Common Shares (including fractional shares) of the Company (the “Shares”) equal to the quotient of (i) the dollar amount of such compensation divided by (ii) the Market Value Per Share (as defined below) on the date the compensation being allocated to the Stock Account would otherwise have been payable to the Participant. The Market Value Per Share on any date shall mean the average of the high and low prices per share for a Common Share of the Company as reported on the Consolidated Tape of the New York Stock Exchange on such date. If such date is not a business day or if no sale occurs on such date, Market Value Per Share shall be determined, in the manner described above, as of the first preceding business day on which a sale occurs.

         Whenever a dividend other than a dividend payable in the form of the Corporation’s Common Shares is declared with respect to the Company’s Common Shares, the number of Shares in the Participant’s Stock Account shall be increased by the number of Shares determined by dividing (i) the product of (A) the number of Shares in the Participant’s Stock Account on the related dividend record date and (B) the amount of any cash dividend declared by the Company on a Common Share (or, in the case of any dividend distributable in property other than Common Shares, the per share value of such dividend, as determined by the Company for purposes of income tax reporting) by (ii) the Market Value Per Share on the related dividend payment date. In the case of any dividend declared on the Company’s Common Shares which is payable in Common Shares, the Participant’s Stock Account shall be increased by the number of Shares equal to the product of (i) the number of Shares credited to the Participant’s Stock Account on the related dividend record date and (ii) the number of shares of Common Shares (including any fraction thereof) distributable as a dividend on a Common Share.

         In the event of any change in the number or kind of outstanding Common Shares by reason of any recapitalization, reorganization, merger, consolidation, stock split or any similar change affecting the Common Shares, other than a stock dividend as provided above, the Administrator shall make an appropriate adjustment in the number of Shares credited to each Participant’s Stock Account.

        (d)   Investment Elections for Deferrals and Other Contributions.  At the time a Participant elects to defer compensation pursuant to Section 3(a), the Participant shall designate in writing the portion of such compensation, stated as a whole percentage, to be credited to the Interest Account and the portion to be credited to the Stock Account. Any compensation to be credited to either Account shall be rounded to the nearest whole cent. Such election shall also designate the investment selection for Matching Contributions, if any. If a Participant fails to designate how the deferrals and/or other contributions are to be allocated between the two Accounts, 100% of such amounts shall be credited to the Interest Account. Participants may not elect to transfer from the Interest Account to the Stock Account, or vice versa. In addition, the Plan Administrator will in all cases select the deemed investment option for Discretionary Company Contributions, if any.

Section 5.   Distributions from the Accounts

        a. Distribution Elections.  At the time a Participant makes a Deferral Election with respect to a particular calendar year, such Participant shall also file with the Plan Administrator a written election (a “Distribution Election”) with respect to the timing and manner of distribution of the aggregate amount, if any, credited to the Interest Account and/or the Stock Account for that year’s deferrals and contributions. In all cases, the Plan Administrator will determine the time and form of distributions with respect to Discretionary Company Contributions, if any. A Distribution Election shall specify that a distribution for that year’s deferrals and Matching Contributions shall be made in one of the following manners:

(1) Distributions to be made upon termination of employment (as an employee of the Employer or as a member of the Board) or disability. Disability, for this purpose, shall mean the Participant’s permanent inability to perform each and every duty of his or her occupation or position of employment due to illness or injury as determined in the sole and absolute discretion of the Plan Administrator. The normal form of distribution under this method will be installments paid over 10 years, but the Participant may elect instead to be paid in annual installments over a period of less than 10 years, or in the form of a lump sum. Distributions under this methodology will commence the month immediately following the month in which the Participant terminates employment or becomes disabled; or

(2) Distributions commence either one, two, or three years following termination of employment (as an employee of the Employer or as a member of the Board) or disability (as defined above). The normal form of distribution under this method will be installments paid over 10 years, but the Participant may elect instead to be paid in annual installments over a period of less than 10 years, or in the form of a lump sum. Distributions under this methodology will commence in February of the selected calendar year; or

(3) Distributions to be made at scheduled dates while still employed or while still a member of the Board. Under this methodology, the Participant may elect to defer receipt until a year which is at least two years following the calendar year in which the deferrals or contributions are being made. The normal form of distribution under this methodology will be a lump sum, but the Participant may elect instead to be paid in installments over two, three, four or five years. Distributions under this methodology will commence in February of the selected calendar year. In the event that a Participant becomes disabled (as defined above) or terminates employment (as an employee or a member of the Board) prior to commencement of a scheduled withdrawal under this methodology, then such withdrawal shall commence in the month immediately following such disability or termination of employment in the form selected by the Participant for in-service distributions. In the event that a Participant becomes disabled (as defined above) or terminates employment (as an employee or a member of the Board) after commencement of a scheduled withdrawal under this methodology for a given year’s deferrals and Matching Contributions, then that year’s deferrals and Matching Contributions will continue to be distributed in the form selected.

        b.   Amendment of Distribution Election.  A Participant may change a Distribution Election applicable to a particular year's deferrals and Matching Contributions upon written notice filed with the Plan Administrator up to two times, subject to the following limitations:

(1) No election to change the method and/or timing of any distribution may accelerate the time at which payment of amounts previously deferred would otherwise have been paid;

(2) No election to change the method and/or timing of any distribution shall be effective unless at least one full calendar year elapses between:

(a)   the date as of which such election is so filed, and

(b)   the date as of which a distribution would otherwise have commenced.

        c.  Payment upon Death.  Notwithstanding anything else herein to the contrary, if a Participant shall die before payment of all amounts credited to such Participant’s Accounts have been completed, the total remaining balance in such Accounts shall be paid in a single lump sum to the Participant’s designated beneficiary or, if no beneficiary has been designated, to his or her estate, within thirty (30) days after the Plan Administrator receives notice of the Participant’s death.

        d.   Valuation on Distribution.  Distributions from the Stock Account shall be paid in Common Shares, unless otherwise determined by the Plan Administrator in its sole discretion. In the event of a distribution from the Stock Account to be paid in Common Shares, the number of Common Shares payable shall be equal to the number of whole Shares subject to such distribution. Any fractional Shares will be settled in cash. The Stock Account will be valued for tax withholding purposes, as well as all other purposes (including, but not limited to, settlement of the Stock Account (in whole or in part) in cash), based on the Market Value Per Share on the last business day of the calendar month prior to the date as of which distribution is to be made. Distributions from the Interest Account will be valued as of the last business day of the calendar month prior to the date as of which distribution is to be made.

        e.   Interest Account Installment Payments.  Where a Participant elects to receive a distribution in annual installments, the amount of each installment payment from the Interest Account shall be equal to the product of (i) the balance credited to such Interest Account (which is subject to the particular installment election) on the last business day of the calendar month prior to the date as of which such payment is to be made, and (ii) a fraction, the numerator of which is one (1) and the denominator of which is the total number of installments remaining to be paid at that time.

        f.   Stock Account Installment Payments.  Where a Participant elects to receive the distribution in annual installments, the number of Shares subject to such annual installment payment from the Stock Account shall be equal to the product of (i) the number of Shares credited to such Stock Account on the date of such payment which is subject to the particular installment election, and (ii) a fraction, the numerator of which is one (1) and the denominator of which is the total number of installments remaining to be paid at that time.

Section 6.   Hardship and Unscheduled In-Service Distributions

        a.   Hardship Distributions.  A Participant shall be permitted to elect a Hardship Distribution from his or her vested Accounts at any time, subject to the following. Discretionary Company Contributions are not available for a Hardship Distribution, unless otherwise determined by the Plan Administrator in its sole discretion. The election to take a Hardship Distribution shall be made by filing a form provided by and filed with the Plan Administrator prior to the end of any calendar month. The Plan Administrator shall determine whether the requested distribution constitutes a Hardship Distribution as defined below. The amount determined by the Plan Administrator as a Hardship Distribution shall be paid in a single payment as soon as practicable after the end of the calendar month in which the Hardship Distribution election is made and approved by the Plan Administrator. If a Participant receives a Hardship Distribution, the Participant will be ineligible to participate in the Plan for the balance of that calendar year. The Plan Administrator will in its sole discretion determine the Account or Accounts from which to debit the amount of the distribution.

        For this purpose, Hardship Distribution shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended), loss of a Participant’s property due to casualty, or other similar or extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforeseeable emergency will depend upon the facts of each case, but, in any case, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, or (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship. In all instances, the Plan Administrator will have sole discretion to determine whether a valid hardship exists for this purpose.

        b.   Unscheduled In-Service Distributions.  A Participant shall be permitted to elect an Unscheduled In-Service Distribution from his or her vested Accounts at any time, subject to the following. Discretionary Company Contributions are not available for an Unscheduled In-Service Distribution. The election to take an Unscheduled In-Service Distribution shall be made by filing a form provided by and filed with the Plan Administrator prior to the end of any calendar month. The amount of the Unscheduled In-Service Distribution shall be the amount selected by the Participant, up to a maximum of 90% of his vested Account balance. The amount described herein shall be paid in a single payment as soon as practicable after the end of the calendar month in which the Unscheduled In-Service Distribution election is made. If a Participant requests an Unscheduled In-Service Distribution of some or all of his or her vested Account, such Participant shall permanently forfeit 10% of the gross amount to be distributed from the Participant’s Account, and the Company shall have no obligation to the Participant or his or her Beneficiary with respect to such forfeited amount. If a Participant receives an Unscheduled In-Service Distribution of either all or a part of his or her Account, then the Participant will be ineligible to participate in the Plan for the balance of the calendar year. The Plan Administrator will in its sole discretion determine the Account or Accounts from which to debit the amount of the distribution.

Section 7.   Designation of Beneficiaries

         A Participant may designate a beneficiary or beneficiaries (which may be an entity other than a natural person) to receive payments to be made following such Participant’s death. At any time, and from time to time, any such designation may be changed or canceled by the Participant without the consent of the beneficiary. Any such designation, change or cancellation must be made by written notice filed with the Plan Administrator. If a Participant designates more than one beneficiary, any payments to such beneficiaries shall be made in equal amounts unless the Participant has designated otherwise, in which case the payments shall be made as designated by the Participant. If no beneficiary is named by the Participant, or if a beneficiary has been designated and such designation has been canceled, payment shall be made to the Participant’s estate. Notwithstanding the above, if a Participant has designated his or her spouse as beneficiary, and subsequent to such designation becomes divorced from such spouse, then the designation previously filed will be deemed revoked as to such former spouse, unless specifically reaffirmed in writing by the Participant subsequent to the date of divorce.

Section 8.   Amendment and Termination

         The Board of Directors of the Company may amend or terminate the Plan at any time; provided, however, that, no such amendment or termination shall impair the rights of a Participant with respect to amounts then credited to his Account under the Plan, and further provided, however, that no amendment or termination may be effected with respect to a Participant prior to the end of two years following a Change of Control, except with the written consent of such an affected Participant.

Section 9.   Administration

         The Plan shall be administered by a committee appointed by the Board (the “Plan Administrator”). The initial members of the committee are the Company’s Senior Vice President of Human Resources, the Company’s Vice President of Compensation, the Company’s Treasurer, and the Company’s executive compensation and employee benefits counsel. In addition to such functions and responsibilities specifically reserved to the Plan Administrator under the Plan, the Plan Administrator shall have full power and authority, subject to the provisions of the Plan, to construe and interpret and carry out the terms of the Plan, and to exercise discretion where necessary or appropriate in the interpretation of the Plan, and all decisions by the Plan Administrator shall be final and binding on all affected parties. In addition to such powers, the Plan Administrator has the authority to modify eligibility criteria for the Plan, to select or change investment options under the Plan, to appoint and replace the trustee of the grantor trust to be established hereunder, to establish rules and regulations for efficient plan administration, to employ and rely upon advisers, and shall have such other powers, duties and responsibilities as are customary for plans such as the Plan, all as determined by the Plan Administrator.

Section 10.   Miscellaneous

        a.   Unfunded Plan.  The Employer shall not be obligated to fund its liabilities under the Plan, the Accounts established for each Participant electing deferment shall not constitute a trust, and a Participant shall have no claim against the Company or its assets other than as an unsecured general creditor. Without limiting the generality of the foregoing, the Participant’s claim at any time shall be for the amount credited to such Participant’s Accounts at such time. Notwithstanding the foregoing, the Company will establish a grantor trust to assist it in meeting its obligations hereunder, which grantor trust may be funded by the Company at such levels as it determines from time to time; provided, however, that in no event shall any Participant have any interest in such trust or property other than that of an unsecured general creditor of the Company. Notwithstanding the above, upon the occurrence of a Change of Control, the Company will immediately contribute to such grantor trust such amounts of cash and Company stock as are necessary to satisfy all claims for benefits under the Plan, on an assumed termination basis at such date.

        b.   Non-Alienation.  The right of a Participant to receive a distribution of the value of such Participant’s Account payable pursuant to the Plan shall not be subject to assignment, alienation, attachment, garnishment or other similar process.

         c.  No Right to Continued Employment.  Nothing in this Plan shall be construed to give any Participant the right to continued employment by the Employer, nor shall it limit the Employer's ability to affect the terms and conditions of a Participant's employment with the Employer.

        d.   Governing Law.  This Plan and all rights and obligations hereunder shall be construed in accordance with and governed by the laws of the State of Delaware, to the extent such laws are not superseded by federal law. The Plan is intended to be a nonqualified deferred compensation plan maintained for a select group of management or highly compensated individuals. As such, it is generally subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). While ERISA generally applies to the Plan, Parts 2 (Participation and Vesting), 3 (Funding), and 4 (Fiduciary Responsibility) of Title I of ERISA do not apply. Part 5 (Administration and Enforcement) applies, and the Part 1 (Reporting and Disclosure) requirements apply to the Plan, but only on a limited basis.

        e.   Withholding.  The Company may withhold from any amounts payable hereunder, whether in cash or shares, such federal, state or local taxes as may be deemed required to be withheld pursuant to applicable law or regulations.

        f.   Compliance.  A Participant shall have no right to receive payment (in any form) with respect to his or her Accounts until legal and contractual obligations of the Employer relating to the making of such payments shall have been complied with in full. In addition, the Plan Administrator shall impose such restrictions, limitations, rules and regulations as it may deem advisable in order to comply with the applicable federal securities laws, the requirements of the New York Stock Exchange or any other applicable stock exchange or automated quotation system, any applicable state securities laws, any provision of the Company’s Certificate of Incorporation or Bylaws, or any other law, regulation, rule, or binding contract to which the Company or the Employer is subject.