Exhibit 10.29 

 

**ARMSTRONG**

**NONQUALIFIED DEFERREDCOMPENSATION PLAN**

 

The Armstrong Nonqualified DeferredCompensation Plan (the “Plan”) was established by the Retirement Committee of Armstrong World Industries, Inc. effective January 1, 2005. 

 

The Plan is a nonqualified deferred compensation plan for a select group of management or highly compensated employees and nonemployee directors. The Planis intended to meet the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, to achieve deferral of taxation until deferred amounts are distributed in accordance with the terms of the Plan. 

 

 

**1.1 “Account”** shall mean an account established on the books of the Company for the purpose of recording amounts credited on behalf of aParticipant and any income, expenses, gains or losses included thereon. 

 

**1.2 “Administrator”** shall mean the Retirement Committee of the Company. 

 

**1.3 “Beneficiary”** means the person or persons, trust or other entity designated in writing by a Participant to receive payments under thePlan upon the death of a Participant. 

 

**1.4“Board”** means the Board of Directors of the Company. 

 

**1.5 “Bonus”** means any discretionary performance-based cash bonuses paid for services with the Company. 

 

**1.6 “Change in Control”** means the first to occur of any of the following events: (i) a Change in Ownership of the Corporation,(ii) a Change in Effective Control of the Corporation or (iii) a Change in the Ownership of a Substantial Portion of the Assets of the Corporation. 

 

(a) A “Change in Ownership” of the Corporation occurs on the date that any one person, or more than one person acting as agroup acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Corporation. 

 

(b) A “Change in Effective Control” of theCorporation occurs on the date that either: 

 

(i) Any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporationpossessing 35 percent or more of the total voting power of the stock of the Corporation; or 

 

(ii) a majority of members of the Corporation’s board of directors is replaced during any 12 month period by directors whoseappointment or election is not endorsed by a majority of the members of the Corporation’s board of directors prior to the date of the appointment or election. 

(c) A “Change in the Ownership of a Substantial Portion of the Assets of theCorporation” occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) assets from theCorporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fairmarket value means the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. There is no Change in Control event under this Section 1.6(c) when there is a transfer to an entity that iscontrolled by the shareholders of the transferring corporation immediately after the transfer. 

 

The determination of whether a Change in Control event has occurred will be made in accordance with the requirements of Code Section 409A and the guidance issued thereunder. The foregoing definition of Change inControl shall exclude the occurrence of the date(s) on which (i) the Chapter 11 Plan of Reorganization of the Company shall become effective and (ii) the creation by the Company of the Asbestos Personal Injury Trust. 

 

**1.7 “Code”** means the Internal Revenue Code of 1986, asamended from time to time. 

 

**1.8 “Corporation”**shall mean Armstrong Holdings, Inc. or any successor by merger, purchase or otherwise. 

 

**1.9 “Company”** shall mean Armstrong World Industries, Inc. and any other subsidiary corporation controlled by the Corporation that adopts this Plan with the permission of the Administrator. 

 

**1.10 “Compensation”** shall mean: 

 

(a) for an employee Participant, Compensation shall include:

 

(i) for purposes of deferral of Compensationunder Section 3, a Participant’s annual base salary and any actual bonus payable under the Participant’s employing Company’s annual bonus plan received by the employee for services with such Company and, 

 

(ii) for purposes of determining the Restoration MatchingCredits under Section 4.1, in addition to the amounts under Section 1.10(a)(i) above, amounts allocated, if any, to a Participant’s account under the Bonus Replacement Retirement Plan of Armstrong World Industries, Inc.

 

(b) for a nonemployee director Participant,Compensation shall include payments to the director of regularly scheduled cash compensation. 

 

**1.11 “Director Deferrals”** means the deferrals elected by the Participant pursuant to Section 3.3. 

 

**1.12 “Director Deferral Account”** means the Account with is maintained with respect to the Director Deferral credits of the Participantand any hypothetical earnings or losses thereon. 

 

**1.13“Effective Date”** means January 1, 2005. 

 

**1.14 “Excess Compensation”** means the Participant’s Compensation for the Plan Year in excess of 12.5 times the Code Section 402(g) limit in effect for such Plan Year 

**1.15 “Investment Funds”** shall mean the investment alternatives made available by theAdministrator from time to time under the Plan. 

 

**1.16“Participant”** shall be each nonemployee director and employee who has been selected for participation by the Administrator, who satisfies all conditions of eligibility. 

 

**1.17 “Plan”** means the Armstrong Nonqualified Deferred Compensation Plan, the Plan set forth herein, asamended from time to time. 

 

**1.18 “Plan Year”**means a 12-consecutive month period commencing January 1st and ending on the following December 31st. 

 

**1.19 “Qualified Plan”** means the Savings and Investment Plan of Armstrong World Industries, Inc. and any successor plan thereto.

 

**1.20 “Restoration Bonus Deferrals”** means thedeferrals elected by the Participant pursuant to Section 3.2. 

 

**1.21 “Restoration Deferral Account”** means the Account which is maintained with respect to the Restoration Salary Deferrals and Restoration Bonus Deferrals of the Participant and any hypothetical earnings or losses thereon.

 

**1.22 “Restoration Matching Credits”** means thecredits allocated to the Participant pursuant to Section 4.1. 

 

**1.23 “Restoration Matching Account”** means the Account which is maintained with respect to the Restoration Matching Credits of the Participant and any hypothetical earnings or losses thereon. 

 

**1.24 “Restoration Salary Deferrals”** means the deferralselected by the Participant pursuant to Section 3.1. 

 

**1.25 “Retirement Supplement Credits”** means the credits allocated to the Participant pursuant to Section 4.2. 

 

**1.26 “Retirement Supplement Account”** means the Account which is maintained with respect to the Retirement Supplement Credits of theParticipant and any hypothetical earnings or losses thereon. 

 

**1.27 “Termination”** means a Participant’s termination of employment with the Company or termination of board service in the case of a nonemployee director. 

 

**1.28 “Unforeseeable Emergency”** means a severe financial hardship to the Participant resulting from anillness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary andunforeseeable circumstances arising as a result of events beyond the control of the Participant. 

 

**1.29 “Valuation Date”** means any day on which the New York Stock Exchange or any successor to its business is open for trading.

**2.****ELIGIBILITY AND PARTICIPATION**
 

**2.1 Eligibility for Participation:**Participation in the Plan is limited to those individuals who have been selected for participation by theAdministrator. No individual shall be eligible for selection unless he/she meets one or more of the following criteria: 

 

(a) To be eligible to make Restoration Salary Deferrals or Restoration Bonus Deferrals for a Plan Year: 

 

(i) the individual must be a management employee in aposition Grade 15 or higher as of the September 1st prior to the Plan Year or, for the Plan Year in which an individual is first hired by or transferred to a Company, the individual must be hired or transferred to a position that is Grade 15 orhigher (individuals previously employed by a participating Company who are promoted to a position Grade 15 or higher must be in the eligible position as of the September 1 prior to the Plan Year to participate for that Plan Year), and

 

(ii) the individual must earn Compensationfor the Plan Year in excess of 12.5 times the Code Section 402(g) limit in effect for such Plan Year. 

 

(b) To be eligible to make Director Deferrals for a Plan Year, the individual must be a nonemployee director of the Corporation as of theDecember 1st prior to the Plan Year and be authorized to participate in the Plan by the Nominating and Governance Committee of the board of the Corporation. 

 

(c) To be eligible to receive Restoration Matching Credits, the employee Participants must make aRestoration Salary Deferral election or a Restoration Bonus Deferral election for the Plan Year and must not be actively accruing any benefit under the Retirement Income Plan for Employees of Armstrong World Industries, Inc. 

 

(d) To be eligible to receive Retirement Supplement Credits,the individual must be a management employee in a position Grade 15 or higher as of his or her crediting date and have been designated to receive Retirement Supplement Credits by the Administrator. 

 

**2.2 Commencement of Participation:** Each Participant shall be providedan opportunity to designate irrevocably, prior to each Plan Year (or, in the Participant’s first year of eligibility, within 30 days following the date the Participant became eligible), his or her elections pursuant to Article 3. Any suchdesignation must be made in the manner authorized by the Administrator and must be accompanied by, as applicable: 

 

(a) an irrevocable authorization for the Company to make regular deductions to cover the amount of such deferrals elected pursuant toSection 3.1 or Section 3.3; 

 

(b) anirrevocable authorization to defer receipt of a percentage of future Bonus amounts for any year as elected under Section 3.2; 

 

(c) an investment election with respect to each of the Participant’s Accounts as provided under Section 5.3; 

 

(d) a designation of Beneficiary; and 

(e) a designation as to the form and timing of the distribution of each of theParticipant’s Accounts as provided under Sections 6.1 and 6.2. 

 

**2.3 Cessation of Participation:** A Participant shall cease to be an active Participant on the earliest of: 

 

(a) the date on which the Plan terminates, or 

 

(b) the date on which he or she ceases to be eligible to participate in the Plan under Section 2.1. 

 

A former active Participant will be deemed a Participant for all purposesexcept with respect to the right to make deferrals, as long as he or she maintains a Participant Account. 

 
**3.****DEFERRAL OF COMPENSATION**
 

**3.1 Restoration Salary Deferrals:** Each Participant eligible to make Restoration Salary Deferrals may authorize the Company by which he or she isemployed, in the manner described in Section 2.2, to have Restoration Salary Deferrals made on his or her behalf. Such election shall apply to the Participant’s Excess Compensation attributable to services performed in the Plan Yearsubsequent to the election. Such Restoration Salary Deferrals shall be a stated percentage of the Participant’s Excess Compensation, up to 8 percent as designated by the Participant. A Participant’s annual election to make a RestorationSalary Deferral shall be irrevocable for such calendar year. A Participant must make a new election in each calendar year to make a Restoration Salary Deferral for the subsequent calendar year. 

 

**3.2 Restoration Bonus Deferrals:** Notwithstanding deferrals made underSection 3.1, by December 31 of each year or such earlier date as the Administrator may determine, each Participant eligible to make Restoration Bonus Deferrals may authorize the Company by which he or she is employed, in the mannerdescribed in Section 2.2, to defer a percentage of his or her Bonus that is Excess Compensation that would otherwise be payable for services performed in the twelve-month period beginning on the January 1 immediately following suchDecember 31. Such Restoration Bonus Deferrals shall be a stated percentage of the Participant’s Excess Compensation, up to 8 percent as designated by the Participant. A Participant’s annual election to defer a Bonus that is based onservices performed over the 12 month calendar year period may be changed up to June 30 in the year such Bonus is earned, but thereafter shall be irrevocable for such calendar year. A Participant must make a new election in each calendar year todefer a Bonus for the subsequent calendar year. 

 

**3.3Director Deferrals:** Each Participant eligible to make Director Deferrals may authorize the Company, in the manner described in Section 2.2, to have Director Deferrals made on his or her behalf. Such election shall apply to theParticipant’s Compensation attributable to services performed in the Plan Year subsequent to the election. Such Director Deferrals shall be a stated whole percentage of the Participant’s Compensation, up to 100 percent as designated by theParticipant. A Participant must make a new election in each calendar year to make Director Deferrals for the subsequent calendar year. 

 

**3.4 First Year of Eligibility:** In the case of the first year in which a Participant becomes eligible to participate in the Plan, suchParticipant’s election with respect to Sections 3.1 or 3.3 may be made with respect to services to be performed subsequent to the election within 30 days following the date the Participant becomes eligible to participate in the Plan.

**4.****EMPLOYER CONTRIBUTIONS**
 

**4.1 Restoration Matching Credits:** For each pay period that the employee Participant makes Restoration Salary Deferrals and/or Restoration BonusDeferrals, the Company shall make Restoration Matching Credits on behalf of each Participant eligible for Restoration Matching Credits in an amount equal to 100% of the first 4% and 50% of the next 4% of the Participant’s Restoration SalaryDeferrals and Restoration Bonus Deferrals for such pay period. Such Restoration Matching Credits shall be fully vested at the same time as the Participant’s matching contributions under the Qualified Plan. 

 

**4.2 Retirement Supplement Credits:** The Company shall make RetirementSupplement Credits to the Retirement Supplement Account in the manner and at such time as determined by the Administrator. Retirement Supplement Credits shall be fully vested at the same time as the Participant’s matching contributions underthe Qualified Plan. 

 
**5.****INVESTMENT OF CONTRIBUTION**
 

**5.1 Establishment of Accounts:** The Company shall establish Accounts for each Participant, but only to the extent the Participant has amounts to beallocated to such Account: 

 

(a) a RestorationDeferral Account to which shall be credited the Participant’s Restoration Salary Deferrals and Restoration Bonus Deferrals and any deemed earnings and losses credited thereto; 

 

(b) a Director Deferral Account to which shall be credited the Participant’s Director Deferrals and anydeemed earnings and losses credited thereto. 

 

(c) a Restoration Matching Account to which shall be credited the Participant’s Restoration Matching Credits and any deemed earnings and losses credited thereto. 

 

(d) a Retirement Supplement Account to which shall be credited the Participant’s Retirement SupplementCredits and any deemed earnings and losses credited thereto. 

 

Each Participant shall receive periodic statements (no less frequently than quarterly) reflecting the balances in his or her Participant Accounts. 

 

**5.2 Obligation of the Company:** Individual benefits under the Plan are payable as they become due solely from the general assets of the Company. Tothe extent a Participant, or any person, acquires a right to receive payments under this Plan, such right shall be no greater than the right of any general creditor of the Company. Neither this Plan, nor any action taken pursuant to the terms ofthis Plan, shall be considered to create a fiduciary relationship between the Company and the Participant, or any other persons, or to require the establishment of a trust in which the assets are beyond the claims of any general creditor of theCompany. 

 

**5.3 Establishment of Investment Funds:** TheAdministrator will establish multiple deemed Investment Funds which will be maintained for the purpose of determining the investment return to be credited to each Participant’s Accounts. The Administrator may change the number, identity orcomposition of the Investment Funds from time to time. Each Participant will indicate the Investment Funds based on which amounts allocated in accordance with Articles 3 and 4 are to be adjusted. Each Participant’s Accounts will be increased ordecreased by the net amount of investment earnings or losses that it would have achieved had it actually been invested in the deemed investments. The Company is not required to purchase or hold any of the deemed investments. Investment Fundelections must be made in a minimum of 1% increments and in such manner as the Administrator will specify. A Participant may make separate 

Investment Fund elections with respect to each Account (as applicable) set forth in Section 5.1. A Participant may change his or her Investment Fundelection periodically in the manner provided by the Administrator. Any such change shall become effective as soon as administratively practicable following the date the Administrator receives notice of such change in the form prescribed by theAdministrator. 

 

**5.4 Crediting Investment Results:** Noless frequently than as of each Valuation Date, each Participant Account will be increased or decreased to reflect investment results. Each Participant Account will be credited with the investment return of the Investment Funds in which theParticipant elected to be deemed to participate. The credited investment return is intended to reflect the actual performance of the Investment Funds net of any applicable investment management fees or administrative expenses determined by theAdministrator. Notwithstanding the above, the amount of any payment of Plan benefits pursuant to Article 6 or upon Plan termination shall be determined as of the Valuation Date preceding the date of payment. 

 
**6.****PAYMENT AND AMOUNT OF BENEFITS**
 

**6.1 Form of Distribution:**

 

(a) Each Participant shall elect the form and timing of the distribution with respect to each of his or her Participant Accounts in themanner authorized by the Administrator. The Participant’s election shall indicate the form of distribution of the amounts credited to each of the Participant’s: 

 

(1) Restoration Deferral Account and Restoration Matching Account (a single election with respect to theseaccounts); 

 

(2) Director Deferral Account; and

 

(3) Retirement Supplement Account.

 

(b) If the Participant elects a monthlyinstallment distribution, the amount of each installment shall be determined by multiplying the Participant’s remaining Account balance by a fraction, the numerator of which is one (1) and the denominator of which is the number of monthsremaining in the installment period. 

 

**6.2 Time ofDistribution:** Each Participant shall elect the timing of the distribution with respect to his or her Participant Account in the manner authorized by the Administrator. A Participant shall make a separate election as to the timing of payment withrespect to each Account grouping specified in Section 6.1(a) above. The Participant’s election(s) shall indicate that payment shall be made (in the case of a lump sum election) or shall commence (in the case of an installment election):

 

(a) as soon as administratively practicablefollowing the Participant’s Termination; provided, however, if the Participant is a key employee (as defined in Code Section 416(i) without regard to paragraph (5) thereof) and the stock of the Company or the Corporation ispublicly traded on an established securities market, distributions shall not commence before the date which is 6 months following the date of Termination (or, if earlier, the death of the Participant); or 

 

(b) in a specific month and year, but in no event(1) later than the first of the month following the Participant’s 70th birthday, or (2) earlier than the Participant’s Termination. If a Participant elects his or her distribution to be made or commenced in accordance with thisparagraph (b), and such date falls before the Participant’s Termination, the distribution shall be delayed until as soon as practicable following the Participant’s Termination. 

**6.3 Change in Control Election:** Notwithstanding the elections made in accordance withSections 6.1 and 6.2 above, a Participant may make a separate election that in the event of the Participant’s Termination within 12 months following a Change in Control, the Account balance shall be paid in a lump sum. If so elected, suchlump sum payment shall be made as soon as administratively practicable following the Participant’s Termination; provided, however, if the Participant is a key employee (as defined in Code Section 416(i) without regard to paragraph(5) thereof) and the stock of the Company or the Corporation is publicly traded on an established securities market, distributions shall not commence before the date which is 6 months following the date of Termination (or, if earlier, the deathof the Participant). 

 

**6.4 Change in Form or Time ofDistribution:** A Participant may change his or her form and timing election applicable to the distribution of an Account under Sections 6.1, 6.2 and 6.3, provided that such request for change is made (i) at least twelve(12) consecutive months prior to the date on which such distribution would otherwise have been made or commenced and (ii) with respect to elections under Section 6.1 and 6.2, the first payment with respect to such new election isdeferred for a period of not less than 5 years beyond the date such distribution would otherwise have been made. 

 

**6.5 Distribution after Death:** If a Participant dies prior to receiving the entire amounts credited to his or her Participant Accounts, theremaining amounts shall be paid to the Participant’s Beneficiary designated by the Participant at the time and in the form as previously elected by the Participant under Section 6.1, 6.2 and 6.3 (*i.e*, there are no specialdistribution elections for distribution upon death). In the case of an election for amounts to be paid as of Termination, the Participant’s death shall be considered a Termination. 

 

**6.6****De Minimis Distributions:** Notwithstanding the provisions of Sections 6.1, 6.2, 6.3, 6.4 and 6.5,if, as of the Participant’s Termination or death and prior to the commencement of installment payments, the value of amounts in all of the Participant’s Accounts (determined as of the Valuation Date immediately preceding such date) is lessthan $10,000, the entire balance in the Participant’s Accounts shall be distributed as soon as practicable to the Participant (or if the Participant is deceased, the Participant’s Beneficiary) as a lump sum payment. 

 

**6.7****Distribution Due to Unforeseeable Emergency:** Distributionshereunder may commence if the Administrator determines, based upon uniform, established standards, that the Participant has incurred an Unforeseeable Emergency. The amount distributed under this Section 6.7 shall not exceed the amount necessaryto satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation byinsurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship.) Distributions under this Section 6.7 shall be distributed from either theParticipant’s Restoration Deferral Account or Director Deferral Account, as appropriate, under Section 5.1. Distributions under this Section 6.7 from a Participant’s Restoration Deferral Account shall first be debited from theParticipant’s Restoration Salary Deferrals and then from the Participant’s Restoration Bonus Deferrals, and any deemed earnings and losses credited thereto. No distribution under this Section 6.7 shall be made from theParticipant’s Restoration Matching Account under Section 5.1. Amounts distributed pursuant to this Section 6.7 shall be debited prorata from each Investment Fund maintained for the respective Account at the time of distribution.

 

**6.8****Termination for Willful, Deliberate or GrossMisconduct:** In the event that a Participant (i) is discharged for willful, deliberate, or gross misconduct as determined by the Board or a duly constituted committee thereof; or (ii) if following the Participant’s Termination and,within a period of three years thereafter, the Participant engages in any business or enters into any employment which the Board or a duly constituted committee thereof determines to be either directly or indirectly competitive with the business of

the Company or substantially injurious to the Company’s financial interest (the occurrence of an event described in (i) or (ii) shall bereferred to as “Injurious Conduct”), all amounts attributable to the Restoration Matching Account and Retirement Supplement Account shall be forfeited. Further, the Board or a duly constituted committee thereof, in its discretion, mayrequire the Participant who has engaged in Injurious Conduct to return any amounts attributable to the Restoration Matching Account and Retirement Supplement Account previously received by the Participant, provided the right to require repaymentunder this Section 6.8 must be exercised within ninety (90) days after the Board (or committee, as the case may be) first learns of the Injurious Conduct, but in no event later than twenty-four (24) months after the Participant’sTermination. A Participant may request the Board or a duly constituted committee thereof, in writing, to determine whether any proposed business or employment activity would constitute Injurious Conduct. Such a request shall fully describe theproposed activity and the Board’s (or the committee’s, as the case may be) determination shall be limited to the specific activity so described. 

 
**7.****FINANCING**
 

No Participant shall have any right or interest in any such policy or the proceeds thereof or in any other specific fund or asset the Corporation or theCompany as a result of the Plan. The rights of Participants to benefit payments hereunder shall be no greater than those of a general creditor. 

 
**8.****AMENDMENT OR TERMINATION**
 

**8.1****Plan Amendment:** The Plan may be amended or otherwise modified by the Administrator, in whole or in part, provided that no amendment ormodification shall divest any Participant of any amount previously credited to his or her Participant Accounts under Article 3 and 4 or of the amount and method of crediting earnings to such Participant Accounts under Article 5 of the Planas of the date of such amendment. 

 

**8.2****Termination ofthe Plan:**The Administrator reserves the right to terminate the Plan at any time in whole or in part. In the event of any such termination, the Company shall pay a benefit to the Participant or the Beneficiary of any deceased Participant, inlieu of other benefits hereunder, equal to the value of the Participant’s Accounts in the form and at the benefit commencement date elected by the Participant pursuant to Article 6 of the Plan. Earnings shall continue to be allocated underArticle 5 of the Plan after the termination of the Plan until the Participant’s benefits have been paid in full notwithstanding the termination of the Plan. 

 
**9.****ADMINISTRATION**
 

**9.1****Administration:** Responsibility for establishing the requirements for participation and for administration of the Plan shall be vested inthe Administrator, which shall have the full and exclusive discretionary authority to interpret the Plan, to determine all benefits and to resolve all questions arising from the administration, interpretation, and application of their provisions,either by general rules or by particular decisions, including determinations as to whether a claimant is eligible for benefits, the amount, form and timing of benefits, and any other matter (including any question of fact) raised by a claimant oridentified by the Administrator. The Administrator may delegate administrative tasks as necessary to persons who are not Administrator members. All decisions of the Administrator shall be conclusive and binding upon all affected persons. 

 

**9.2****Plan Expenses:** The expenses of administering the Planshall be borne by the Corporation and the Company. No employee shall receive any remuneration for service in such capacity. However, 

expenses of the Administrator or its members paid or incurred in connection with administering the Plan shall be reimbursed by the Corporation and theCompany. 

 

**9.3 Liability:** The Corporation and the Companyshall indemnify and hold harmless the members of the Administrator against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan, except in the case of gross negligence or willfulmisconduct. 

 
**10.****CLAIMS PROCEDURE**
 

**10.1****Claim:** Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Planshall present the request in writing to the Administrator which shall respond in writing as soon as practicable. 

 

**10.2****Denial of Claim:** If the claim or request is denied, the written notice of denial shall state: 

 

(a) The reasons for denial, with specific reference to thePlan provisions on which the denial is based. 

 

(b) A description of any additional material or information required and an explanation of why it is necessary. 

 

(c) An explanation of the Plan’s claim review procedure. 

 

**10.3****Review of Claim:** Any person whose claim or request is denied or who has not received a response withinthirty (30) days may request review by notice given in writing to the Administrator. The claim or request shall be reviewed by the Administrator who may, but shall not be required to, grant the claimant a hearing. On review, the claimant mayhave representation, examine pertinent documents, and submit issues and comments in writing. 

 

**10.4****Final Decision:** The decision on review shall normally be made within sixty (60) days. If an extension of time is required for a hearing or other special circumstances, the claimant shall benotified and the time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions. All decisions on review shall be final and bind all parties concerned.

 

**10.5 Attorney’s Fees and Expenses:** In the event aParticipant’s claim for benefits under this Plan is denied and the Participant successfully appeals the denial of such claim under the foregoing procedures, the Corporation or the Company shall pay or reimburse the legal fees and expensesdirectly incurred by the Participant in connection with his appeal subject to a maximum payment or reimbursement of one-third of the balance of the Participant’s Accounts. Any such legal fees and expenses shall be paid to, or on behalf of, theParticipant no later than thirty (30) days following the Participant’s written request for the payment of such legal fees and expenses, provided the Participant supplies the Administrator with evidence of the fees and expenses incurred bythe Participant that the Administrator, in its sole discretion, determines is sufficient. 

 

**10.6****Interest on Delayed Payments:** Further, in the event a Participant’s claim for benefits under this Plan is denied and the Participant successfully appeals the denial of such claim under theforegoing procedures, the Corporation or the Company shall pay to the Participant interest on the portion of the Participant’s benefits that were not otherwise paid when due because of the initial denial of the claim. For purposes of thepreceding sentence, interest shall accrue at an annual rate equal to the prime rate as quoted in the Wall Street Journal as of the date the benefits would otherwise have been paid if the claim had not 

initially been denied, plus five percent (5%), and shall be adjusted as necessary to reflect any partial payment or payments of the amounts owed to theParticipant. 

 
**11.****MISCELLANEOUS**
 

**11.1****Non-Alienation of Benefits:** No amount payable under the Plan shall be subject to assignment, transfer, sale, pledge, encumbrance,alienation or charge by a Participant or the Beneficiary of a Participant except as may be required by law. 

 

**11.2 Limitation of Rights:** Neither the establishment of this Plan, nor any modification thereof, nor the creation of an Account, nor the payment ofany benefits shall be construed as giving 

 

(a)any Participant, Beneficiary, or any other person whomsoever, any legal or equitable right against the Company or the Corporation unless such right shall be specifically provided for in the Plan or conferred by affirmative action of theAdministrator in accordance with the terms and provisions of the Plan; or 

 

(b) any Participant, or other person whomsoever, the right to be retained in the service of the Company or the Corporation, and all Participants and other employees shall remain subject to termination to the sameextent as if the Plan had never been adopted. 

 

**11.3Participant’s Rights Unsecured:** The right of any Participant or Beneficiary to receive payment under the provisions of the Plan shall be as an unsecured claim against the Company, as the case may be, and no provisions contained in the Planshall be construed to give any Participant or Beneficiary at any time a security interest in the Participant’s Accounts or any asset of the Company or the Corporation. The liabilities of the Company or the Corporation to any Participant orBeneficiary pursuant to the Plan shall be those of a debtor pursuant to such contractual obligations as are created by the Plan. Accounts, if any, which may be set aside by the Company or the Corporation for accounting purposes shall not in any waybe held in trust for, or be subject to the claims of, a Participant or Beneficiary. 

 

**11.4****Incapacity:** In the event that the Administrator shall find that a Participant or other person entitled to benefits hereunder is unable to care for his or her affairs because of illness or accident,the Administrator may direct that any benefit payment due him or her, unless claim shall have been made therefor by a duly appointed legal representative, be paid to the Participant’s spouse, child, parent or other blood relative, or to aperson with whom he or she resides, and any such payment so made shall be a complete discharge of the liabilities of the Corporation, any employing Company and the Plan therefor. 

 

**11.5****Withholding:** There shall be deducted from all payments under this Plan the amount of any taxes requiredto be withheld by any Federal, state or local government. The Participants and their Beneficiaries, distributees, and personal representatives will bear any and all Federal, foreign, state, local or other income or other taxes imposed on amountspaid under this Plan. 

 

**11.6****Severability:** Shouldany provision of the Plan or any regulations adopted thereunder be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions or regulations unless such invalidity shall render impossible orimpractical the functioning of the Plan and, in such case, the appropriate parties shall adopt a new provision or regulation to take the place of the one held illegal or invalid. 

 

**11.7 Controlling Law:** The Plan shall be governed by the laws of the Commonwealth of Pennsylvania except to the extentpreempted by ERISA and any other law of the United States.