Item 5.02           Departure of Directors or Certain Officers; Election of Directors;
                    Appointment of Certain Officers; Compensatory Arrangements of Certain
                    Officers.

(e) Effective January 9, 2023, the Company amended the definition of "retirement" contained in the Company's equity award agreements for Senior Vice Presidents and above in order to provide for pro rata vesting of awards in the event of certain "early" retirements.




                Item 9.01.     Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.                       Description
  10.1                              Form of Performance Share Agreement
  10.2                              Form of Restricted Stock Units Agreement
  10.3                              Form of Stock Appreciation Rights Agreement
  10.    4                          LTIP Retirement Definition Amendment
104                               Cover Page Interactive Data File - the cover page from this
                                  Current Report on Form 8-K is formatted in Inline XBRL.

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