"5.3 Amendment and Termination. (a) Prior to the occurrence of a Change of Control and, except as provided in Section 5.3(b), on and after the occurrence of a Change of Control, the benefits payable under this Plan may be terminated by the Board of Directors of the Corporation at any time, and any or all of the provisions of the Plan may be amended, modified, suspended or terminated by the Board of Directors at any time or from time to time. Prior to a Change of Control and, except as provided in Section 5.3(b), on and after the occurrence of a Change of Control, upon termination of the Plan, all benefits payable or to be payable under this Plan shall cease.

(b) From and after the occurrence of a Change of Control, this Plan may not be modified, suspended or amended in any manner which is adverse to any Participant who was a Participant as of June 29, 1999 (or any surviving spouse or beneficiary or beneficiaries thereof entitled to receive benefits) nor may the benefits payable under the Plan to any such Participant (or surviving spouse or beneficiary or beneficiaries thereof) be terminated unless the signed written consent to such termination, modification, suspension or amendment is obtained from such Participant (or such surviving spouse or beneficiary or beneficiaries). From and after the occurrence of a Change of Control, the Plan shall not be terminated until all obligations to pay benefits under the Plan to Participants who were Participants as of June 29, 1999 (or the surviving spouse or beneficiary or beneficiaries thereof) have been satisfied."