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ARTICLE 9

GENERAL PROVISIONS

Neither the establishment of this Plan nor any amendment thereof, nor the payment of any benefits, will be construed as giving

to any Employee, Participant, Beneficiary, or other person any legal or equitable right against the Participating Companies,

except as provided herein. Neither the establishment of this Plan nor any amendment thereof, nor the payment of benefits, nor

any action taken with respect to this Plan shall confer upon any person the right to be continued in the employment of the

Participating Companies or their subsidiaries.

The rights of a Participant, former Participant, Beneficiary or any other person to payment of benefits under this Plan shall not

be assigned, transferred, anticipated, conveyed, pledged or encumbered except by will or the laws of descent or distribution; nor

shall any such right be in any manner subject to levy, attachment, execution, garnishment or any other seizure under legal,

equitable or other process for payment of any debts, judgments, alimony, or separate maintenance, or reached or transferred by

operation of law in the event of bankruptcy, insolvency or otherwise. Provided, however, that a Participant shall have the right to

designate in accordance with the provisions of Section 5.06 hereof primary and contingent Beneficiaries to receive benefit

payments subsequent to the death of the Participant.

The provisions of this Plan shall be binding upon and inure to the benefit of the Corporation, its successors, and assigns, and

each Participant and his heirs, executors, administrators and legal representatives. The term successors as used herein shall

include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise, acquire all

or substantially all of the assets of the Corporation, and successors of any such corporation or other business entity.

Except to the extent Federal law is controlling, the provisions of this Plan shall be interpreted and construed according to the

laws of the State of Tennessee to the extent not preempted by applicable law.

9.01 Limitation of Ri

hts.

9.02 No Assi

nment or Alienation of Benefits.

9.03 Successors.

9.04 Governin

Law.

12/14/2008

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