exv10w1






Exhibit 10.1




WASHINGTON GAS LIGHT COMPANY

DEFINED CONTRIBUTION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Effective as of January 1, 2010








 









 











	 	 	 	 	 
	ARTICLE I PURPOSE
	 	 	1	 
	 
	 	 	 	 
	1.1 Establishment and Purpose
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	2.1 Account
	 	 	1	 
	2.2 Base Pay
	 	 	1	 
	2.3 Beneficiary(ies)
	 	 	1	 
	2.4 Board
	 	 	1	 
	2.5 Change in Control
	 	 	1	 
	2.6 Code
	 	 	1	 
	2.7 Company
	 	 	2	 
	2.8 Company Credit
	 	 	2	 
	2.9 Disability or Disabled
	 	 	2	 
	2.10 Eligible Employee
	 	 	2	 
	2.11 Employee
	 	 	2	 
	2.12 ERISA
	 	 	2	 
	2.13 Incentive Compensation
	 	 	2	 
	2.14 Matching Credit
	 	 	2	 
	2.15 Measurement Funds
	 	 	2	 
	2.16 Participant
	 	 	3	 
	2.17 Plan
	 	 	3	 
	2.18 Plan Administrator
	 	 	3	 
	2.19 Plan Year
	 	 	3	 
	2.20 Incentive Credit
	 	 	3	 
	2.21 Savings Plan
	 	 	3	 
	2.22 Termination of Employment
	 	 	3	 
	2.23 Total Pay
	 	 	3	 
	2.24 Unforeseeable Emergency
	 	 	3	 
	2.25 Years of Service
	 	 	3	 
	 
	 	 	 	 
	ARTICLE III ADMINISTRATION
	 	 	3	 
	 
	 	 	 	 
	3.1 Plan Administrator
	 	 	3	 
	3.2 Duties
	 	 	4	 
	3.3 Agents
	 	 	4	 
	3.4 Binding Effect of Decisions
	 	 	4	 
	 
	 	 	 	 
	ARTICLE IV PARTICIPATION
	 	 	4	 
	 
	 	 	 	 
	4.1 Commencement of Participation
	 	 	4	 
	4.2 Termination of Participation
	 	 	4	 
	 
	 	 	 	 
	ARTICLE V BENEFITS
	 	 	5	 
	 
	 	 	 	 
	5.1 Company Credit
	 	 	5	 
	5.2 Matching Credit
	 	 	5	 
	5.3 Incentive Credit
	 	 	5	 
	5.4 Vesting
	 	 	5	 






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	ARTICLE VI PARTICIPANT ACCOUNT
	 	 	7	 
	 
	 	 	 	 
	6.1 Establishment and Crediting of Account
	 	 	7	 
	6.2 Investment of Accounts
	 	 	7	 
	6.3 Valuation of Account
	 	 	7	 
	6.4 Statement of Account
	 	 	8	 
	6.5 Separate Accounting
	 	 	8	 
	 
	 	 	 	 
	ARTICLE VII PAYMENTS TO PARTICIPANTS
	 	 	8	 
	 
	 	 	 	 
	7.1 Time and Form of Payment
	 	 	8	 
	7.2 Valuation of Payments
	 	 	8	 
	7.3 Withholding Taxes
	 	 	9	 
	7.4 Effect of Payment
	 	 	9	 
	7.5 Delay of Payment for Specified Employees
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VIII CLAIMS PROCEDURES
	 	 	9	 
	 
	 	 	 	 
	8.1 Claim for Benefits
	 	 	9	 
	8.2 Notice of Denial
	 	 	10	 
	8.3 Review of Claim
	 	 	10	 
	8.4 Decision After Review
	 	 	10	 
	8.5 Legal Action
	 	 	11	 
	8.6 Discretion of the Plan Administrator
	 	 	11	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	11	 
	 
	 	 	 	 
	9.1 Unfunded Status of Plan
	 	 	11	 
	9.2 Nonalienation of Benefits
	 	 	11	 
	9.3 No Contract of Employment
	 	 	11	 
	9.4 No Limitation on Company Actions
	 	 	11	 
	9.5 No Liability for Action or Omission
	 	 	11	 
	9.6 Designation of Beneficiary
	 	 	12	 
	9.7 Payments to Minors, Etc.
	 	 	12	 
	9.8 Code Section 409A
	 	 	12	 
	9.9 Applicable Law and Construction
	 	 	12	 
	9.10 Severability of Provisions
	 	 	12	 
	9.11 Headings and Captions
	 	 	12	 
	9.12 Gender and Number
	 	 	13	 
	9.13 Notice
	 	 	13	 
	9.14 Amendment and Termination
	 	 	13	 
	9.15 Successors
	 	 	13	 






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WASHINGTON GAS LIGHT COMPANY

DEFINED CONTRIBUTION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




ARTICLE I

Purpose



     1.1 Establishment and Purpose. The Company established the Plan effective January
1, 2010 to provide a select group of management and highly compensated employees of the Company
with supplemental retirement benefits. The Company intends that the Plan constitute an unfunded
deferred compensation plan for a select group of management or highly compensated employees within
the meaning of ERISA sections 201(2), 301(a)(3) and 401(a)(1). All provisions of the Plan shall be
interpreted and administered to the extent possible in a manner consistent with the stated
intentions. Capitalized terms, unless otherwise defined herein, shall have the meaning provided in
ARTICLE II.



ARTICLE II

Definitions




     For ease of reference, the following definitions will be used in the Plan:



     2.1 Account. “Account” means the unfunded bookkeeping account maintained on the
books of the Company used solely to calculate the amount payable to each Participant who is
otherwise entitled to a benefit under ARTICLE V and shall not constitute a separate fund of assets.



     2.2 Base Pay. “Base Pay” means a Participant’s base salary as in effect from time
to time during a Plan Year as shown on the Company’s payroll records. Without limiting the
generality of the foregoing, Base Pay does not include bonuses or incentive compensation, non-cash
compensation or other non-base compensation.



     2.3 Beneficiary(ies). “Beneficiary” or “Beneficiaries” means the person or
persons designated by the Participant to receive payments under this Plan in the event of the
Participant’s death.



     2.4 Board. “Board” means the Board of Directors of Washington Gas Light Company.



     2.5 Change in Control. “Change in Control” means a Change in Control pursuant to
the terms of the Washington Gas Light Company Change in Control Policy, which is incorporated by
reference herein.



     2.6 Code. “Code” means the Internal Revenue Code of 1986, as amended.



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     2.7 Company. “Company” means Washington Gas Light Company, a Virginia and
District of Columbia corporation, and any successor to all, or substantially all, of the Company’s
assets or business.



     2.8 Company Credit. “Company Credit” means an amount credited by the Company to a
Participant’s Account for the benefit of the Participant pursuant to Section 5.1.



     2.9 Disability or Disabled. “Disability” means, to the extent consistent with
Code section 409A, a physical or mental condition which prevents an Employee from engaging in any
substantially gainful activity as determined by the Company’s Medical Director provided such
disability is expected to result in death or can be expected to last for a continuous period of not
less than 12 months.



     2.10 Eligible Employee. “Eligible Employee” means any Employee who (i) is an
executive, management or highly compensated Employee; (ii) is not a participant in the Washington
Gas Light Company Supplemental Executive Retirement Plan; and (iii) is selected by the Board to
participate in the Plan.



     2.11 Employee. “Employee” means any person who receives salary, wages or
commissions from the Company and whose wages from the Company are subject to withholding for
purposes of federal income taxes and the Federal Insurance Contribution Act, as determined by the
Plan Administrator.



     2.12 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.



     2.13 Incentive Compensation. “Incentive Compensation” means any short term
incentive award under any incentive compensation plan maintained by the Company that is paid during
the Plan Year.



     2.14 Matching Credit. “Matching Credit” means an amount credited to a
Participant’s Account by the Company for the benefit of the Participant pursuant to Section 5.2.



     2.15 Measurement Funds. “Measurement Funds” means the investment alternatives
offered under the Savings Plan unless the Plan Administrator takes an affirmative action, in its
sole discretion, to discontinue, substitute, or modify such investment alternatives solely for
purposes of this Plan. Notwithstanding the foregoing, the WGL Holdings, Inc. Stock Fund and the
Stable Value Fund offered under the Savings Plan shall not constitute Measurement Funds for
purposes of the Plan. Measurement Funds are used solely to calculate the notional earnings that
are credited to each Participant’s Account(s) in accordance with Section 6.2 below, and do not
represent any beneficial interest on the part of the Participant in any asset or other property of
WGL Holdings, Inc., the Company or any affiliate thereof. Unless the Plan Administrator otherwise
determines in its discretion, any addition, removal or replacement of investment funds under the
Savings Plan shall automatically result in a corresponding change to the Measurement Funds
hereunder.



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     2.16 Participant. “Participant” means an individual described in Section 4.1 or a
former Employee who has an Account that is not fully distributed.



     2.17 Plan. “Plan” means this Plan, entitled the Washington Gas Light Company
Defined Contribution Supplemental Executive Retirement Plan, as amended from time to time
hereafter.



     2.18 Plan Administrator. “Plan Administrator” means the plan administrator
appointed by the Board to administer the Plan pursuant to Section 3.1 (or, where the context so
requires, any delegate of the Plan Administrator).



     2.19 Plan Year. “Plan Year” means a period beginning on January 1 of each
calendar year and continuing through December 31 of such calendar year.



     2.20 Incentive Credit. “Incentive Credit” means an amount credited to a
Participant’s Account by the Company for the benefit of the Participant pursuant to Section 5.3.



     2.21 Savings Plan. “Savings Plan” means the Washington Gas Light Company Savings
Plan, as amended from time to time.



     2.22 Termination of Employment. “Termination of Employment” means a Participant’s
“separation from service” with the Company within the meaning of Code section 409A and the
regulations and rulings promulgated thereunder.



     2.23 Total Pay. “Total Pay” means the aggregate of Base Pay and Incentive
Compensation.



     2.24 Unforeseeable Emergency. “Unforeseeable Emergency” means a severe financial
hardship to a Participant or the Participant’s spouse, Beneficiary or dependents within the meaning
of Code section 409A(a)(2)(B)(ii) and the regulations and rulings promulgated thereunder.



     2.25 Years of Service. “Years of Service” means the total number of years that a
Participant has been employed by the Company as determined in accordance with the Savings Plan and
Treasury Regulation section 1.410(a)-7 as of any determination date.



ARTICLE III

Administration




     3.1 Plan Administrator. The Plan shall be administered by a committee that is
comprised of the members of the Retirement Board appointed by the Company’s Board of Directors with
respect to the Washington Gas Light Company Employees’ Pension Plan, or such other committee or
persons as are selected from time to time by the Board of Directors (the “Committee”). The Plan
Administrator may delegate any of its duties to such other person or persons from time to time as
it may designate. Members of the



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Committee may participate in the Plan; however, any individual serving on the Committee
shall not vote or act on any matter relating solely to himself or herself.




     3.2 Duties. The Plan Administrator shall have the sole discretion to construe and
interpret all provisions of the Plan and, to the extent permitted by Code section 409A, the Plan
Administrator is authorized to remedy any errors, inconsistencies or omissions, to resolve any
ambiguities, to adopt rules and practices concerning the administration of the Plan, and to make
any determinations and calculations necessary or appropriate hereunder. Benefits under the Plan
will be paid only if the Plan Administrator decides in its discretion that the Participant is
entitled to them, except as reserved to the Human Resources Committee of the Board under Section
7.1(c). The Company shall pay all expenses and liabilities incurred in connection with Plan
administration.



     3.3 Agents. The Plan Administrator may engage the services of accountants,
attorneys, actuaries, investment consultants, and such other professional personnel as are deemed
necessary or advisable to assist in fulfilling the Plan Administrator’s responsibilities. The Plan
Administrator, the Company and the Board may rely upon the advice, opinions or valuations of any
such persons.



     3.4 Binding Effect of Decisions. The decision or action of the Plan Administrator
with respect to any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations promulgated hereunder
shall be final, conclusive and binding upon all persons having any interest in the Plan. Neither
the Plan Administrator, its delegates, nor the Board shall be personally liable for any good faith
action, determination or interpretation with respect to the Plan, and each shall be fully protected
by the Company in respect of any such action, determination or interpretation.



ARTICLE IV

Participation




     4.1 Commencement of Participation. Each Eligible Employee shall become a
Participant no earlier than the date the Board meets and designates the Employee as an Eligible
Employee; Participation shall begin on the date the Board shall specify.



     4.2 Termination of Participation. If the Board determines in good faith that a
Participant is no longer an Eligible Employee, such Employee shall no longer be eligible to receive
any Company Credits, Matching Credits or Incentive Credits, and the terms of this Plan shall
continue to govern until amounts previously credited to Participant’s Account are paid in full.



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ARTICLE V

Benefits




     5.1 Company Credit. Eligible Employees shall be entitled to receive a Company
Credit equal to 6% of the Participant’s Total Pay for the pay period each pay period in the Plan
Year.



     5.2 Matching Credit. An Eligible Employee who has elected to defer any portion of
his or her compensation under the Savings Plan as of the first day of a Plan Year shall be entitled
to receive a Matching Credit each pay period equal to 4% of the Participant’s Incentive
Compensation for the pay period.



     5.3 Incentive Credit. An Eligible Employee who is not currently accruing a
benefit under the Washington Gas Light Company Employees’ Pension Plan shall be entitled to receive
a Incentive Credit each pay period in an amount equal to the percentage attributable to the
Participant’s Years of Service as of the December 31 of the previous Plan Year in accordance with
the table set forth in this Section 5.3, multiplied by the Participant’s Incentive Compensation for
the pay period.



	 	 	 	 	 
	 	 	Percentage of
	Years of Service	 	Annual Compensation
	Less than 5
	 	 	4.00	%
	 5 to 9
	 	 	5.00	%
	 10 to 14
	 	 	5.50	%
	 15 or more
	 	 	6.00	%






     5.4 Vesting.




     (a) General. Subject to Section 5.4(d) below and the right of the Company
to amend or terminate the Plan, Participants shall vest in amounts credited to their
Accounts as follows:




     (i) At the time a Participant first becomes a Participant in the Plan




     (A) The Participant shall become 10% vested for every period of 5
Years of Service completed prior to January 1 of the year in which he or
she became a Participant. For this purpose, four complete Years of
Service plus one day of service with the Company will be treated as 5
Years of Service; plus




     (B) The Participant shall become 5% vested for every Year of
Service prior to, and including, the year the Participant attained age 49.




     (ii) Thereafter, a Participant shall vest an additional 10% each Plan Year
that constitutes a Year of Service, up to a maximum of 100%.



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     (b) Disability. If a Participant becomes Disabled when the Participant is
an Employee, the Participant shall become 100% vested in his Account.




     (c) Change in Control. Upon a Change in Control, Participants shall
become 100% vested in their Accounts.




     (d) Exceptions.




     (i) Company Initiated Termination. The provisions of Section
5.4(a) will not apply if a Participant’s Termination of Employment occurs as a
result of a Company-initiated action. In such event, the Participant’s vested
interest in his Account balance shall be calculated in accordance with the
following schedule:



	 	 	 	 	 
	Years	 	 
	of	 	 
	Service	 	Vested Percentage
	1

	 	 	20	%
	2

	 	 	40	%
	3

	 	 	60	%
	4

	 	 	80	%
	5

	 	 	100	%







     (ii) Acceleration of Vesting. The Plan Administrator may waive
all vesting requirements or permit accelerated vesting arrangements in any case
which, in the Plan Administrator’s discretion, represents special circumstances.




     (iii) Misconduct. Notwithstanding any Plan provision to the
contrary, if a Participant willfully performs any act or willfully fails to perform
any act of material importance to the Company, that may result in material
discredit or substantial detriment to the Company, then upon a majority vote of the
Board, such Participant and any Beneficiary of such individual shall forfeit any
benefit payments owing on and after the date fixed by the Board and the Company
shall have no further obligation under this Plan to such Participant or any
Beneficiary. If a Participant to which this Section applies received payment of
his or her Account pursuant to Section 7.1, then the Participant or his Beneficiary
shall return



6









 






to the Company a proportionate share of such payment calculated as
follows:




The payment amount shall be multiplied by a fraction, the numerator of which is the
number of full years and months which elapsed from the time of the payment to the
time of the willful act or failure to act described above, and the denominator of
which is the number of full years and months of the Participant’s life expectancy
determined as of the time of the payment.



ARTICLE VI

Participant Account




     6.1 Establishment and Crediting of Account. The Plan Administrator will establish
notional accounts for each Participant as the Plan Administrator deems necessary or advisable from
time to time. The Plan Administrator will establish a Participant’s Account at the time the
Company first credits a Company Credit, a Matching Credit or a Incentive Credit to the Account.
The Plan Administrator shall, to the extent possible, credit Company Credits, Matching Credits and
Incentive Credits to Participant Accounts on a per pay period basis. Each Account shall be
credited as appropriate with notional earnings and reduced for notional losses or distributions
from the Account.



     6.2 Investment of Accounts. Participants may allocate the credits to their
Account among the various Measurement Funds under procedures adopted by the Plan Administrator. In
default of such designation, credits to a Participant’s Account shall be allocated to the
Measurement Fund(s) that serves as the default investment option in the Savings Plan, unless the
Plan Administrator makes an affirmative election otherwise in its sole discretion. A Participant’s
Account shall be credited with all deemed earnings (or losses) generated by the Measurement Funds,
as elected by the Participant, on each business day for the sole purpose of determining the amount
of earnings to be credited or debited to such Account as if the designated balance of the Account
had been invested in the applicable Measurement Fund. Notwithstanding that the rates of return
credited to a Participant’s Accounts are based upon the actual performance of the corresponding
Measurement Funds, the Company shall not be obligated to invest any amount credited to a
Participant’s Account under this Plan in such Measurement Funds or in any other investment funds.
Upon notice to the Plan Administrator in the manner it prescribes, a Participant may reallocate the
Measurement Funds to which his or her Account is deemed to be allocated.



     6.3 Valuation of Account. The value of a Participant’s Account as of any date
shall equal the amounts theretofore credited to such Account, including any earnings (positive or
negative) deemed to be earned on such Account in accordance with Section 6.2, less any amounts
theretofore deducted from such Account.



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     6.4 Statement of Account. The Plan Administrator shall provide or make available
to each Participant (including electronically), not less frequently than quarterly, a statement in
such form as the Plan Administrator deems desirable setting forth the balance standing to the
credit of his or her Account.



     6.5 Separate Accounting. If and to the extent required for the proper
administration of the Plan, the Plan Administrator may segregate a Participant’s Account into
subaccounts on the books and records of the Plan, all of which subaccounts shall, together,
constitute the Participant’s Account.



ARTICLE VII

Payments to Participants




     7.1 Time and Form of Payment. The vested portion of a Participant’s Account will
be distributed upon the first to occur of the Participant’s Separation from Service, Disability or
the occurrence of an Unforeseeable Emergency.




     (a) Separation from Service. Distributions due to Separation from Service
will be paid in a lump sum to the Participant on the first day of the seventh month
following the Participant’s Termination of Employment, or, if earlier, within 30 days
following the Participant’s death. In the event of death, the vested portion of a
Participant’s Account shall be paid in a lump sum to the Participant’s Beneficiary.




     (b) Disability. Distributions due to a Disability will be paid in a lump
sum 30 days following the occurrence of the Disability.




     (c) Unforeseeable Emergency. In the event that the Human Resources
Committee of the Board, upon written request of a Participant, determines that the
Participant has suffered an Unforeseeable Emergency, the Participant will be paid from his
or her Account, within 30 days following such determination, an amount necessary to meet
the emergency (determined in a manner consistent with Section 409A), plus amounts necessary
to pay taxes reasonably anticipated because of the distribution.


Notwithstanding the foregoing, if a payment is not made on the designated payment date, the payment
shall be made by December 31 of the calendar year in which the designated payment date occurs or,
if later, on or before the 15th day of the third month following the designated payment date. Any
payment that complies with this Section shall be deemed for all purposes to comply with the Plan
requirements regarding the time and form of payment.




     7.2 Valuation of Payments. Benefits shall be payable in an amount equal to the
balance credited to the Participant’s Account as of the most recent business day immediately
preceding the date of the actual distribution, with the Measurement Funds being deemed to have been
liquidated on that date to make the payment.



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     7.3 Withholding Taxes. The Company may make such provisions and take such action
as it may deem necessary or appropriate for the withholding of any taxes which the Company is
required by any law or regulation of any governmental authority, whether federal, state or local,
to withhold in connection with any benefits under the Plan, including, but not limited to, the
withholding of appropriate sums from any amount otherwise payable to the Participant (or his or her Beneficiary). Each Participant, however,
shall be responsible for the payment of all individual tax liabilities relating to any such
benefits.



Notwithstanding the foregoing, to the extent permitted by Code section 409A, the Plan
Administrator, in its sole discretion, may accelerate the time of payment if a Participant is
subject to tax under the Federal Insurance Contribution Act (FICA) before distributions are to be
made under the Plan to pay the FICA tax imposed under section 3101 of the Code, section 3121(a) of
the Code, and section 3121(v)(2) of the Code, or to pay the income tax at source on wages imposed
under section 3401 of the Code or the corresponding withholding provisions of applicable state,
local, or foreign tax laws as a result of the payment of the FICA amount, and to pay the additional
income tax at source on wages attributable to the pyramiding section 3401 of the Code wages and
taxes. Any payment distributed pursuant to this Section must not exceed the aggregate FICA and
related tax amount permitted under section 409A of the Code.




     7.4 Effect of Payment. The full payment of the vested portion of a Participant’s
Account shall completely discharge all obligations on the part of the Company to the Participant
(and each Beneficiary) with respect to the operation of this Plan, and the Participant’s (and
Beneficiary’s) rights under this Plan shall terminate.



     7.5 Delay of Payment for Specified Employees. Notwithstanding any provision of
this Plan to the contrary, in the case of any Participant who is a “specified employee” within the
meaning of Code section 409A as of the date of such Participant’s Termination of Employment, no
distribution under this Plan may occur before the date which is six months after the date of such
Participant’s Termination of Employment (or, if earlier, the date of the Participant’s death).



ARTICLE VIII

Claims Procedures




     8.1 Claim for Benefits. Any claim for benefits under this Plan shall be made in
writing to the Plan Administrator. If a claim for benefits is wholly or partially denied, the Plan
Administrator, or its delegate, shall so notify the claimant within 90 days after receipt of the
claim. If the Plan Administrator determines that an extension is necessary, the Plan Administrator
will notify the claimant within the initial 90-day period that the Plan Administrator needs up to
an additional 90 days to review the claim. In the case of a claim for disability benefits, the
Plan Administrator shall notify the claimant within 45 days after the claim is received unless the
Plan Administrator determines that an extension of time for processing is required due to matters
beyond the control of the Plan, in which case written notice of the extension shall be furnished to
the claimant prior to



9









 




termination of the original 45-day period. Such extension shall not exceed
30 days from the end of the initial period. If, prior to the end of the first 30-day extension
period, the Plan Administrator determines that, due to matters beyond the control of the Plan, an
additional extension of time for processing is required, written notice of a second 30-day
extension shall be furnished to the claimant prior to termination of the first 30-day
extension.




     8.2 Notice of Denial. The notice of denial shall be written in a manner
calculated to be understood by the claimant and shall contain (a) the specific reason or reasons
for denial of the claim, (b) specific references to the pertinent Plan provisions upon which the
denial is based, (c) a description of any additional material or information necessary to perfect
the claim together with an explanation of why such material or information is necessary and (d) an
explanation of the claims review procedure and time limits, including a statement of the claimant’s
right to bring a civil action under section 502(a) of ERISA following an adverse benefit
determination on review. In the case of a claim for disability benefits, the notification shall
also advise the claimant whether the Plan Administrator’s denial relied upon any specific rule,
guideline, protocol or scientific or clinical judgment. The decision or action of the Plan
Administrator shall be final, conclusive and binding on all persons having any interest in the
Plan, unless a written appeal is filed as provided in Section 8.3 hereof.



     8.3 Review of Claim. Within 60 days after the receipt by the claimant of notice
of denial of a claim, the claimant may (a) file a request with the Plan Administrator that it
conduct a full and fair review of the denial of the claim, (b) receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other information relevant
to the claim for benefits, and (c) submit questions and comments to the Plan Administrator in
writing.



     8.4 Decision After Review. Within 60 days after the receipt of a request for
review under Section 8.3, the Plan Administrator, or its delegate, shall deliver to the claimant a
written decision with respect to the claim, except that if there are special circumstances which
require more time for processing, the 60-day period shall be extended to 120 days upon notice to
that effect to the claimant. The decision shall be written in a manner calculated to be understood
by the claimant and shall (a) include the specific reason or reasons for the decision, (b) contain
a specific reference to the pertinent Plan provisions upon which the decision is based, (c) a
statement that the claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other information relevant to the claim for
benefits, and (d) a statement of the claimant’s right to bring a civil action under section 502(a)
of ERISA. In the case of a claim for disability benefits, the notice shall set forth: (1) whether
the Plan Administrator’s denial relied upon any specific rule, guideline, protocol or scientific or
clinical judgment; and (2) the following statement: “You and your Plan may have other voluntary
alternative dispute resolution options, such as mediation. One way to find out what may be
available is to contact your local U.S. Department of Labor Office and your State insurance
regulatory agency.”



10









 





     8.5 Legal Action. A claimant may not bring any legal action relating to a claim
for benefits under the Plan unless and until the claimant has followed the claims procedures under
the Plan and exhausted his or her administrative remedies under such claims procedures.



     8.6 Discretion of the Plan Administrator. All interpretations, determinations and
decisions of the Plan Administrator with respect to any claim shall be made in its sole discretion,
and shall be final and conclusive.



ARTICLE IX

Miscellaneous




     9.1 Unfunded Status of Plan. The Plan is intended to constitute an “unfunded”
deferred and supplemental retirement compensation plan for Participants, with all benefits payable
hereunder constituting an unfunded contractual payment obligation of the Company. The Company
shall reflect on its books the Participants’ interests hereunder, but no Participant or any other
person shall under any circumstances acquire any property interest in any specific assets of the
Company. A Participant’s right to receive payments under the Plan shall be no greater than the
right of an unsecured general creditor of the Company.



     9.2 Nonalienation of Benefits. None of the payments, benefits or rights of any
Participant under the Plan shall be subject to any claim of any creditor, and, in particular, to
the fullest extent permitted by law, all such payments, benefits and rights shall be free from
attachment, garnishment, trustee’s process, or any other legal or equitable process available to
any creditor of such Participant. No Participant shall have the right to alienate, anticipate
commute, pledge, encumber or assign any of the benefits or payments which he or she may expect to
receive, contingently or otherwise, under the Plan.



     9.3 No Contract of Employment. Neither the establishment of the Plan, nor any
modification thereof, nor the creation of any fund, trust or account, nor the payment of any
benefits shall be construed as giving any Participant, or any person whosoever, the right to be
retained in the service of the Company, and all Participants and other employees shall remain
subject to discharge to the same extent as if the Plan had never been adopted.



     9.4 No Limitation on Company Actions. Nothing contained in the Plan shall be
construed to prevent the Company from taking any action which is deemed by it to be appropriate or
in its best interest. No Participant, Beneficiary, or other person shall have any claim against
the Company as a result of such action.



     9.5 No Liability for Action or Omission. Neither the Company, the Plan
Administrator nor any director, officer or employee of the Company shall be responsible or liable
in any manner to any Participant, Beneficiary or any person claiming through them for any benefit
or action taken or omitted in connection with the granting of benefits, the continuation of
benefits, or the interpretation and administration of this Plan.



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     9.6 Designation of Beneficiary. Each Participant may designate in writing a
Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a natural person if
approved by the Plan Administrator in its sole discretion) to receive any payments which may be
made under the Plan following the Participant’s death. No
Beneficiary designation shall become effective until it is in writing and it is filed with the
Plan Administrator. A Beneficiary designation under the Plan may be separate from all other
retirement-type plans sponsored by the Company. Such designation may be changed or canceled by the
Participant at any time without the consent of any such Beneficiary. Any such designation, change
or cancellation must be made in a form approved by the Plan Administrator and shall not be
effective until received by the Plan Administrator or its designee. If no Beneficiary has been
named, or the designated Beneficiary or Beneficiaries have predeceased the Participant, the
Beneficiary shall be the Participant’s estate.



     9.7 Payments to Minors, Etc.. Any benefit payable to or for the benefit of a
minor, an incompetent person or other person incapable of receipting therefore shall be deemed paid
when paid to such person’s guardian or to the party providing or reasonably appearing to provide
for the care of such person, and such payment shall be a complete discharge of any liability for
such payment amount.



     9.8 Code Section 409A. The Plan is intended to be a nonqualified deferred
compensation plan within the meaning of Code section 409A and shall be interpreted to meet the
requirements of Code section 409A. To the extent that any provision of the Plan would cause a
conflict with the requirements of Code section 409A, or would cause the administration of the Plan
to fail to satisfy Code section 409A, such provision shall be deemed null and void to the extent
permitted by applicable law. Nothing herein shall be construed as a guarantee of any particular
tax treatment to a Participant.



     9.9 Applicable Law and Construction. This Plan shall be governed by, construed
and administered in accordance with the applicable provisions of ERISA, and any other applicable
Federal law, including Code section 409A, and to the extent not preempted by Federal law, this Plan
shall be governed by, construed, and administered in accordance with the laws of the Commonwealth
of Virginia, without reference to the principles of conflict of laws.



     9.10 Severability of Provisions. If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions
hereof, and the Plan Administrator may elect in its sole discretion to construe such invalid or
unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to
the extent invalid and unenforceable, had not been included.



     9.11 Headings and Captions. The headings and captions herein are provided for
reference and convenience only, shall not be considered part of the Plan, and shall not be employed
in the construction of the Plan.



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     9.12 Gender and Number. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall include the singular
and the singular shall include the plural.



     9.13 Notice. Any notice or filing required or permitted under the Plan shall be
sufficient if in writing and if (i) hand-delivered or sent by telecopy, (ii) sent by registered or
certified mail, or (iii) sent by nationally-recognized overnight courier. Such notice shall be
deemed given as of (i) the date of delivery if hand-delivered or sent by telecopy, (ii) as of the
date shown on the postmark on the receipt for registration or certification, if delivery is by
mail, or (iii) on the first business day after dispatch, if sent by nationally-recognized overnight
courier.



     9.14 Amendment and Termination. The Plan may be amended, suspended, or terminated
at any time (in whole or in part) by the Company in its sole discretion; provided, however, that no
such amendment, suspension or termination shall result in any reduction in the value of a
Participant’s Account determined as of the effective date of such amendment. In addition, the
Plan, may be amended at any time and in any respect by the Company (and/or its operation modified
by the Plan Administrator) if and to the extent recommended by Company counsel in order to conform
to the requirements of Code section 409A and regulations thereunder or to any other Code section or
regulation that bears on the tax-deferred character of the benefits provided hereunder. In the
event of any suspension or termination of the Plan (or any portion thereof), payment of
Participants’ Accounts shall be made under and in accordance with the terms of the Plan (except
that the Plan Administrator may determine, in its sole discretion, to accelerate payments to all
Participants if and to the extent that such acceleration is permitted under Code section 409A and
regulations thereunder).



     9.15 Successors. This Plan shall bind any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of the business or
assets of the Company, in the same manner and to the same extent that the Company would be
obligated under this Plan if no succession had taken place.



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