(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1301 First Avenue, Columbus,

Georgia

amendments to outstanding stock option grant agreements;

amendments to performance share certificates for grants of performance shares made in 2012 and 2013;

with respect to Mr. Passman, an amended and restated employment agreement; and

with respect to the other NEOs, amended and restated separation agreements.

to the extent not previously provided in the option agreement, outstanding stock options will become vested upon termination of employment as a result of death or disability and remain exercisable for the shorter of twelve months or the remaining term of the option; and

outstanding performance shares will become vested as a result of a “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), to the extent of actual results for performance periods completed prior to the separation and at target (on a pro-rated basis) for the performance period in which the separation occurs, and forfeited for performance periods beginning after the separation.

full vesting for stock options was eliminated; and

full vesting for restricted stock granted before 2013 was eliminated.

with respect to shares earned based on actual results for performance periods completed prior to the change in control; and

at target for the performance period in which the change of control occurs and for future performance periods.

outstanding stock options will become vested upon voluntary termination or involuntary termination without cause after reaching retirement age, and will remain exercisable for the shorter of three years or the remaining term of the option; and

outstanding performance shares will become vested upon voluntary separation from service or involuntary separation from service without cause after reaching retirement age, to the following extent:

shares earned based on actual results for performance periods completed prior to the separation will vest;

shares earned based on actual results (pro-rated) for the performance period in which the separation occurs will vest; and

shares with respect to performance periods beginning after the separation will be forfeited.

for Mr. Ellis, the offset feature for his cash severance in connection with future employment has been removed;

for Mr. Lundin, certain amendments related to Section 409A of the Code were made to his existing separation agreement prior to its amendment and restatement; and

other clarifying, conforming and updating changes have been made to the provisions of the separation agreements and Mr. Passman’s employment agreement.

A form of the amended and restated separation agreement for the NEOs other than Mr. Passman is attached hereto as Exhibit 10.1.

Mr. Passman’s amended and restated employment agreement is attached hereto as Exhibit 10.2.

The Section 409A-related amendments to Mr. Lundin’s separation agreement are attached hereto as Exhibit 10.3.

A form of the amendment to the performance share certificates granted in 2012 and 2013 is attached hereto as Exhibit 10.4.

A form of the various amendments made to outstanding option certificates is attached hereto as Exhibit 10.5.

/s/ Daniel E. Ellis

Exhibit No.

Description