exv10w14





Exhibit
10.14


RELIANCE STEEL & ALUMINUM CO.

DEFERRED COMPENSATION PLAN




(Effective
December 1, 2008)




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	 Page	 
	 
	 	 	 	 	 	 
	ARTICLE 1 DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE 2 SELECTION, ENROLLMENT, ELIGIBILITY	 	 	7	 
	 
	 	 	 	 	 	 
	2.1.
	 	Selection by Committee	 	 	7	 
	 
	 	 	 	 	 	 
	2.2.
	 	Enrollment and Eligibility Requirements; Commencement of Participation	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE 3 DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/ VESTING/CREDITING/TAXES	 	 	7	 
	 
	 	 	 	 	 	 
	3.1.
	 	Maximum Deferral	 	 	7	 
	 
	 	 	 	 	 	 
	3.2.
	 	Timing of Deferral Elections; Effect of Election Form	 	 	8	 
	 
	 	 	 	 	 	 
	3.3.
	 	Withholding and Crediting of Annual Deferral Amounts	 	 	8	 
	 
	 	 	 	 	 	 
	3.4.
	 	Company Contribution Amount	 	 	9	 
	 
	 	 	 	 	 	 
	3.5.
	 	Vesting	 	 	9	 
	 
	 	 	 	 	 	 
	3.6.
	 	Crediting/Debiting of Account Balances	 	 	10	 
	 
	 	 	 	 	 	 
	3.7.
	 	FICA and Other Taxes	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE 4 SCHEDULED DISTRIBUTION; UNFORESEEABLE EMERGENCIES	 	 	11	 
	 
	 	 	 	 	 	 
	4.1.
	 	Scheduled Distributions	 	 	11	 
	 
	 	 	 	 	 	 
	4.2.
	 	Postponing Scheduled Distributions	 	 	12	 
	 
	 	 	 	 	 	 
	4.3.
	 	Other Benefits Take Precedence Over Scheduled Distributions	 	 	12	 
	 
	 	 	 	 	 	 
	4.4.
	 	Unforeseeable Emergencies	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE 5 CHANGE IN CONTROL BENEFIT	 	 	13	 
	 
	 	 	 	 	 	 
	5.1.
	 	Change in Control Benefit	 	 	13	 
	 
	 	 	 	 	 	 
	5.2.
	 	Payment of Change in Control Benefit	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE 6 RETIREMENT BENEFIT	 	 	13	 
	 
	 	 	 	 	 	 
	6.1.
	 	Retirement Benefit	 	 	13	 






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	 	 	 	 	 Page	 
	 
	 	 	 	 	 	 
	6.2.
	 	Payment of Retirement Benefit	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE 7 TERMINATION BENEFIT	 	 	15	 
	 
	 	 	 	 	 	 
	7.1.
	 	Termination Benefit	 	 	15	 
	 
	 	 	 	 	 	 
	7.2.
	 	Payment of Termination Benefit	 	 	15	 
	 
	ARTICLE 8 DEATH BENEFIT	 	 	16	 
	 
	 	 	 	 	 	 
	8.1.
	 	Death Benefit	 	 	16	 
	 
	 	 	 	 	 	 
	8.2.
	 	Payment of Death Benefit.	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE 9 BENEFICIARY DESIGNATION	 	 	17	 
	 
	 	 	 	 	 	 
	9.1.
	 	Beneficiary	 	 	17	 
	 
	 	 	 	 	 	 
	9.2.
	 	Beneficiary Designation; Change; Spousal Consent	 	 	17	 
	 
	 	 	 	 	 	 
	9.3.
	 	Acknowledgment	 	 	17	 
	 
	 	 	 	 	 	 
	9.4.
	 	No Beneficiary Designation	 	 	17	 
	 
	 	 	 	 	 	 
	9.5.
	 	Doubt as to Beneficiary	 	 	17	 
	 
	 	 	 	 	 	 
	9.6.
	 	Discharge of Obligations	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE 10 LEAVE OF ABSENCE	 	 	18	 
	 
	 	 	 	 	 	 
	10.1.
	 	Paid Leave of Absence	 	 	18	 
	 
	 	 	 	 	 	 
	10.2.
	 	Unpaid Leave of Absence	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE 11 TERMINATION OF PLAN, AMENDMENT OR MODIFICATION	 	 	18	 
	 
	 	 	 	 	 	 
	11.1.
	 	Termination of Plan	 	 	18	 
	 
	 	 	 	 	 	 
	11.2.
	 	Amendment	 	 	19	 
	 
	 	 	 	 	 	 
	11.3.
	 	Plan Agreement	 	 	19	 
	 
	 	 	 	 	 	 
	11.4.
	 	Effect of Payment	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE 12 ADMINISTRATION	 	 	19	 
	 
	 	 	 	 	 	 
	12.1.
	 	Committee Duties	 	 	19	 
	 
	 	 	 	 	 	 
	12.2.
	 	Administration Upon Change In Control	 	 	19	 






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	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	12.3.
	 	Agents	 	 	19	 
	 
	 	 	 	 	 	 
	12.4.
	 	Binding Effect of Decisions	 	 	20	 
	 
	 	 	 	 	 	 
	12.5.
	 	Indemnity of Committee	 	 	20	 
	 
	 	 	 	 	 	 
	12.6.
	 	Employer Information	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE 13 OTHER BENEFITS AND AGREEMENTS	 	 	20	 
	 
	 	 	 	 	 	 
	13.1.
	 	Coordination with Other Benefits	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE 14 CLAIMS PROCEDURES	 	 	20	 
	 
	 	 	 	 	 	 
	14.1.
	 	Presentation of Claim	 	 	20	 
	 
	 	 	 	 	 	 
	14.2.
	 	Notification of Decision	 	 	20	 
	 
	 	 	 	 	 	 
	14.3.
	 	Review of a Denied Claim	 	 	21	 
	 
	 	 	 	 	 	 
	14.4.
	 	Decision on Review	 	 	21	 
	 
	 	 	 	 	 	 
	14.5.
	 	Legal Action	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE 15 TRUST	 	 	22	 
	 
	 	 	 	 	 	 
	15.1.
	 	Establishment of the Trust	 	 	22	 
	 
	 	 	 	 	 	 
	15.2.
	 	Interrelationship of the Plan and the Trust	 	 	22	 
	 
	 	 	 	 	 	 
	15.3.
	 	Distributions From the Trust	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE 16 MISCELLANEOUS	 	 	22	 
	 
	 	 	 	 	 	 
	16.1.
	 	Status of Plan	 	 	22	 
	 
	 	 	 	 	 	 
	16.2.
	 	Unsecured General Creditor	 	 	23	 
	 
	 	 	 	 	 	 
	16.3.
	 	Company’s Liability	 	 	23	 
	 
	 	 	 	 	 	 
	16.4.
	 	Nonassignability	 	 	23	 
	 
	 	 	 	 	 	 
	16.5.
	 	Not a Contract of Employment	 	 	23	 
	 
	 	 	 	 	 	 
	16.6.
	 	Furnishing Information	 	 	23	 
	 
	 	 	 	 	 	 
	16.7.
	 	Terms	 	 	25	 
	 
	 	 	 	 	 	 
	16.8.
	 	Captions	 	 	24	 






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	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	16.9.
	 	Governing Law	 	 	24	 
	 
	 	 	 	 	 	 
	16.10.
	 	Notice	 	 	24	 
	 
	 	 	 	 	 	 
	16.11.
	 	Successors	 	 	24	 
	 
	 	 	 	 	 	 
	16.12.
	 	Spouse’s Interest	 	 	24	 
	 
	 	 	 	 	 	 
	16.13.
	 	Validity	 	 	24	 
	 
	 	 	 	 	 	 
	16.14.
	 	Incompetent	 	 	24	 
	 
	 	 	 	 	 	 
	16.15.
	 	Distribution in the Event of Income Inclusion Under Code Section 409A	 	 	25	 
	 
	 	 	 	 	 	 
	16.16.
	 	Deduction Limitation on Benefit Payments	 	 	25	 
	 
	 	 	 	 	 	 
	16.17.
	 	Limited Cashout	 	 	25	 
	 
	 	 	 	 	 	 






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PURPOSE




     The purpose of this Plan is to provide specified benefits to a select group of management or
highly compensated Employees who contribute materially to the continued growth, development and
future business success of Reliance Steel & Aluminum Co., a California corporation, and its
subsidiaries, if any, that participate in this Plan. This Plan shall be unfunded for tax purposes
and for purposes of Title I of ERISA.



     This Plan is intended to comply with all applicable laws, including Code Section 409A and
related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with
this intention. In order to transition to the requirements of Code Section 409A and related
Treasury Regulations, the Committee may make available to Participants certain transition relief
provided under Notice 2007-86, as described more fully in Appendix A of this Plan.



ARTICLE 1

DEFINITIONS




     For the purposes of this Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:



     “Account Balance” shall mean, with respect to a Participant, an entry on the records of the
Company equal to the sum of the Participant’s Annual Accounts. The Account Balance shall be a
bookkeeping entry only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or her designated Beneficiary,
pursuant to this Plan.



     “Annual Account” shall mean, with respect to a Participant, an entry on the records of the
Company equal to (a) the sum of the Participant’s Annual Deferral Amount and Company Contribution
Amount for any one Plan Year, plus (b) amounts credited or debited to such amounts pursuant to this
Plan, less (c) all distributions made to the Participant or his or her Beneficiary pursuant to this
Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a
bookkeeping entry only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or her designated Beneficiary,
pursuant to this Plan.



     “Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary and/or Bonus
that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to
whether such amounts are withheld and credited during such Plan Year.



     “Annual Installment Method” shall mean the method used to determine the amount of each payment
due to a Participant who has elected to receive a benefit over a period of years in accordance with
the applicable provisions of the Plan. The amount of each annual payment due to the Participant
shall be calculated by multiplying the balance of the Participant’s Account Balance by a fraction,
the numerator of which is one and the denominator of which is the remaining number of annual
payments due to the Participant. The amount of the first annual payment shall be calculated as of
the close of business on or about the Participant’s Benefit



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Distribution Date, and the amount of
each subsequent annual payment shall be calculated on or about each anniversary of such Benefit
Distribution Date. For purposes of this Plan, the right to receive a benefit payment in annual
installments shall be treated as the entitlement to a single payment.



     “Base Salary” shall mean the annual cash compensation relating to services performed during
any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses,
overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary
awards, director fees and other fees, and automobile and other allowances paid to a Participant for
employment services rendered (whether or not such allowances are included in the Employee’s gross
income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or
contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and
shall be calculated to include amounts not otherwise included in the Participant’s gross income
under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any
Employer; provided, however, that all such amounts will be included in compensation only to the
extent that had there been no such plan, the amount would have been payable in cash to the
Employee.



     “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in
accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of
a Participant.



     “Beneficiary Designation Form” shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee to designate one or more
Beneficiaries.



     “Benefit Distribution Date” shall mean the date upon which all or an objectively determinable
portion of a Participant’s vested benefits will become eligible for distribution, but not
necessarily the date on which such distribution will occur. Except as otherwise provided in the
Plan, a Participant’s Benefit Distribution Date shall be determined based on the earliest to occur
of an event or scheduled date set forth in Articles 4 through 8, as applicable.



     “Board” shall mean the board of directors of the Company.



     “Bonus” shall mean any compensation, in addition to Base Salary, earned by a Participant under
any Employer’s annual bonus and cash incentive plans.



     “Change in Control” shall mean the occurrence of a “change in the ownership” or a “change in
the effective control” of the Company, as determined in accordance with this Section.



     In determining whether an event shall be considered a “change in the ownership” or a “change
in the effective control” of the Company, the following provisions shall apply:



          (a) A “change in the ownership” of the Company shall occur on the date on which any one
person, or more than one person acting as a group, acquires ownership of stock of the Company that,
together with stock held by such person or group, constitutes more than 50% of the total fair
market value or total voting power of the stock of the Company, as determined in



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accordance with
Treas. Reg. §1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of
the total fair market value or total voting power of the stock of the Company, or to have effective
control of the Company within the meaning of part (b) of this Section, and such person or group
acquires additional stock of the Company, the acquisition of additional stock by such person or
group shall not be considered to cause a “change in the ownership” of the Company.



          (b) A “change in the effective control” of the Company shall occur on either of the following
dates:



               (i) The date on which 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 Company possessing 50% or more of the total voting
power of the stock of the Company, as determined in accordance with Treas. Reg.
§1.409A-3(i)(5)(vi). If a person or group is considered to possess 50% or more of the total voting
power of the stock of the Company, and such person or group acquires additional stock of the
Company, the acquisition of additional stock by such person or group shall not be considered to
cause a “change in the effective control” of the Company; or



               (ii) The date on which a majority of the members of the Board is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority of the members of
the Company’s board of directors before the date of the appointment or election, as determined in
accordance with Treas. Reg. §1.409A-3(i)(5)(vi).



     “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.



     “Committee” shall mean the committee described in Article 12.



     “Company” shall mean Reliance Steel & Aluminum Co., a California corporation, and any
successor to all or substantially all of the Company’s assets or business.



     “Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in
accordance with Section 3.4.



     “Election Form” shall mean the form, which may be in electronic format, established from time
to time by the Committee that a Participant completes, signs and returns to the Committee to make
an election under the Plan.



     “Employee” shall mean a person who is an employee of an Employer.



     “Employer(s)” shall be defined as follows:



          (a) Except as otherwise provided in part (b) of this Section, the term “Employer” shall mean
the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that
have been selected by the Board to participate in the Plan.



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          (b) For the purpose of determining whether a Participant has experienced a Separation from
Service, the term “Employer” shall mean:



               (i) The entity for which the Participant performs services and with respect to which the
legally binding right to compensation deferred or contributed under this Plan arises; and



               (ii) All other entities with which the entity described above would be aggregated and treated
as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section
414(c) (a group of trades or businesses, whether or not incorporated, under common control), as
applicable. In order to identify the group of entities described in the preceding sentence, the
Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum
ownership threshold that appears in, and otherwise must be used when applying, the applicable
provisions of (A) Code Section 1563 for determining a controlled group of corporations under Code
Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are
under common control under Code Section 414(c).



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



     “401(k) Plan” shall mean, with respect to an Employer, a plan qualified under Code Section
401(a) that contains a cash or deferral arrangement described in Code Section 401(k), sponsored or
adopted by the Employer, as it may be amended from time to time, or any successor thereto.



     “Participant” shall mean any Employee (a) who is selected to participate in the Plan, and
(b) whose executed Plan Agreement (if requested by the Committee), Election Form and Beneficiary
Designation Form are returned to the Committee; and (b) whose executed Plan Agreement (if requested
by the Committee) is accepted by the Committee.



     “Plan” shall mean the Reliance Steel & Aluminum Co. Deferred Compensation Plan, which shall be
evidenced by this instrument, as it may be amended from time to time, and by any other documents
that together with this instrument define a Participant’s rights to amounts credited to his or her
Account Balance.



     “Plan Agreement” shall mean a written agreement in the form prescribed by or acceptable to the
Committee that evidences a Participant’s agreement to the terms of the Plan and which may establish
additional terms or conditions of Plan participation for a Participant. Unless otherwise
determined by the Committee, the most recent Plan Agreement accepted with respect to a Participant
shall supersede any prior Plan Agreements for such Participant. Plan Agreements may vary among
Participants and may provide additional benefits not set forth in the Plan or limit the benefits
otherwise provided under the Plan.



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



-4-









 





     “Retirement,” “Retire(s)” or “Retired” shall mean with respect to a Participant who is an
Employee, a Separation from Service on or after the attainment of age 65 with 10 Years of Service.



     “Separation from Service” shall mean a termination of services provided by a Participant,
whether voluntarily or involuntarily, other than by reason of death, as determined by the Committee
in accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has experienced
a Separation from Service, the following provisions shall apply:



          (a) For a Participant who provides services to an Employer as an Employee, except as otherwise
provided in part (d) of this Section, a Separation from Service shall occur when such Participant
has experienced a termination of employment with such Employer. A Participant shall be considered
to have experienced a termination of employment when the facts and circumstances indicate that the
Participant and his or her Employer reasonably anticipate that either (i) no further services will
be performed for the Employer after a certain date, or (ii) that the level of bona fide services
the Participant will perform for the Employer after such date (whether as an Employee or an
independent contractor) will permanently decrease to no more than 20% of the average level of bona
fide services performed by such Participant (whether as an Employee or an independent contractor)
over the immediately preceding 36-month period (or the full period of services to the Employer if
the Participant has been providing services to the Employer less than 36 months).



          (b) If a Participant is on military leave, sick leave, or other bona fide leave of absence,
the employment relationship between the Participant and the Employer shall be treated as continuing
intact, provided that the period of such leave does not exceed six months, or if longer, so long as
the Participant retains a right to reemployment with the Employer under an applicable statute or by
contract. If the period of a military leave, sick leave, or other bona fide leave of absence
exceeds 6 months and the Participant does not retain a right to reemployment under an applicable
statute or by contract, the employment relationship shall be considered to be terminated for
purposes of this Plan as of the first day immediately following the end of such 6-month period. In
applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave
of absence only if there is a reasonable expectation that the Participant will return to perform
services for the Employer.



          (c) For a Participant who provides services to an Employer as an independent contractor,
except as otherwise provided in part (d) of this Section, a Separation from Service shall occur
upon the expiration of the contract (or in the case of more than one contract, all contracts) under
which services are performed for such Employer, provided that the expiration of such contract(s) is
determined by the Committee to constitute a good-faith and complete termination of the contractual
relationship between the Participant and such Employer.



          (d) For a Participant who provides services to an Employer as both an Employee and an
independent contractor within a Plan Year, a Separation from Service generally shall not occur
until the Participant has ceased providing services for such Employer as both an Employee and
independent contractor, as determined in accordance with the provisions set forth in parts (a) and
(c) of this Section, respectively. Similarly, if a Participant either (i) ceases providing
services for an Employer as an independent contractor and begins providing



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services for such
Employer as an Employee, or (ii) ceases providing services for an Employer as an Employee and
begins providing services for such Employer as an independent contractor, the Participant will not
be considered to have experienced a Separation from Service until the Participant has ceased
providing services for such Employer in both capacities, as determined in accordance with the
applicable provisions set forth in parts (a) and (c) of this Section.



     “Specified Employee” shall mean any Participant who is determined to be a “key employee” (as
defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable
period, as determined annually by the Committee in accordance with Treas. Reg. §1.409A-1(i). In
determining whether a Participant is a Specified Employee, the following provisions shall apply:



          (a) The Committee’s identification of the individuals who fall within the definition of “key
employee” under Code Section 416(i) (without regard to paragraph (5) thereof) shall be based upon
the 12-month period ending on each December 31st (referred to below as the
“identification date”). In applying the applicable provisions of Code Section 416(i) to identify
such individuals, “compensation” shall be determined in accordance with Treas. Reg. §1.415(c)-2(a)
without regard to (i) any safe harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any of the
special timing rules provided in Treas. Reg. §1.415(c)-2(e), and (iii) any of the special rules
provided in Treas. Reg. §1.415(c)-2(g); and



          (b) Each Participant who is among the individuals identified as a “key employee” in accordance
with part (a) of this Section shall be treated as a Specified Employee for purposes of this Plan if
such Participant experiences a Separation from Service during the 12-month period that begins on
April 1st following the applicable identification date.



     “Trust” shall mean one or more trusts established by the Company in accordance with Article
15.



     “Unforeseeable Emergency” shall mean a severe financial hardship of the Participant resulting
from (a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s
Beneficiary or the Participant’s dependent (as defined in Code Section 152 without regard to
paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant’s property due to
casualty, or (c) such other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant, all as determined by the Committee based on
the relevant facts and circumstances.



     “Years of Plan Participation” shall mean the total number of full Plan Years a Participant has
been a Participant in the Plan prior to his or her Separation from Service (determined without
regard to whether deferral elections have been made by the Participant for any Plan Year). A
partial year shall not be treated as a full Plan Year for purposes of this definition.



     “Years of Service” shall mean the total number of full years in which a Participant has been
employed by one or more Employers. For purposes of this definition, a year of employment shall be
a 365 day period (or 366 day period in the case of a leap year) that, for the first year of
employment, commences on the Employee’s date of hiring by the first Employer and



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that, for any
subsequent year, commences on an anniversary of that hiring date. A partial year of employment
shall not be treated as a Year of Service.



ARTICLE 2

SELECTION, ENROLLMENT, ELIGIBILITY




     2.1. Selection by Committee. Participation in the Plan shall be limited to, as determined
by the Committee in its sole discretion, a select group of management or highly compensated
Employees. From that group, the Committee shall select, in its sole discretion, those individuals
who may actually participate in this Plan.



     2.2. Enrollment and Eligibility Requirements; Commencement of Participation.



          (a) As a condition to participation, each selected Employee shall complete, execute and return
to the Committee a Plan Agreement (if requested by the Committee), an Election Form and a
Beneficiary Designation Form by the deadline(s) established by the Committee in accordance with the
applicable provisions of this Plan. In addition, the Committee shall establish from time to time
such other enrollment requirements as it determines, in its sole discretion, are necessary.



          (b) Each selected Employee who is eligible to participate in the Plan shall commence
participation in the Plan on the date that the Committee determines that the Employee has met all
enrollment requirements set forth in this Plan and required by the Committee, including returning
all required documents to the Committee within the specified time period.



          (c) If an Employee fails to meet all requirements established by the Committee within the
period required, that Employee shall not be eligible to participate in the Plan during such Plan
Year.



ARTICLE 3

DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/

VESTING/CREDITING/TAXES




     3.1. Maximum Deferral. 



          (a) Annual Deferral Amount. For each Plan Year, only those Participants selected by
the Committee may elect to defer, as his or her Annual Deferral Amount, Base Salary and/or Bonus up
to the following maximum percentages for each deferral elected:



	 	 	 	 	 
	Deferral	 	Maximum Percentage
	Base Salary
	 	 	75	%
	Bonus
	 	 	100	%






          (b) Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a
Participant after the first day of a Plan Year, then to the extent required by Section 3.2 and Code
Section 409A and related Treasury Regulations, the maximum amount of the Participant’s Base Salary
or Bonus that may be deferred by the Participant for the Plan Year shall



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be determined by applying
the percentages set forth in Section 3.1(a) to the portion of such compensation attributable to
services performed after the date that the Participant’s deferral election is made.



     3.2. Timing of Deferral Elections; Effect of Election Form.



          (a) General Timing Rule for Deferral Elections. Except as otherwise provided in this
Section 3.2, in order for a Participant to make a valid election to defer Base Salary and/or Bonus,
the Participant must submit an Election Form on or before the deadline established by the
Committee, which in no event shall be later than the December 31st preceding the Plan
Year in which such compensation will be earned.



          Any deferral election made in accordance with this Section 3.2(a) shall be irrevocable on
December 31st preceding the Plan Year, and shall continue in force for subsequent Plan
Years until modified. Any such modification shall be in accordance with this Section 3.2(a) and
shall be applied prospectively for Plan Years beginning after the date the Committee receives the
modified Election Form.



          (b) Timing of Deferral Elections for Newly Eligible Plan Participants. A selected
Employee who first becomes eligible to participate in the Plan on or after the beginning of a Plan
Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(ii) and the “plan aggregation”
rules provided in Treas. Reg. §1.409A-1(c)(2), may be permitted to make an election to defer the
portion of Base Salary and/or Bonus attributable to services to be performed after such election,
provided that the Participant submits an Election Form on or before the deadline established by the
Committee, which in no event shall be later than 30 days after the Participant first becomes
eligible to participate in the Plan.



          If a deferral election made in accordance with this Section 3.2(b) relates to compensation
earned based upon a specified performance period, the amount eligible for deferral shall be equal
to (i) the total amount of compensation for the performance period, multiplied by (ii) a fraction,
the numerator of which is the number of days remaining in the service period after the
Participant’s deferral election is made, and the denominator of which is the total number of days
in the performance period.



          Any deferral election made in accordance with this Section 3.2(b) shall become irrevocable no
later than the 30th day after the date the selected Employee becomes eligible to
participate in the Plan.



     3.3. Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base
Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base
Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base
Salary. The Bonus portion of the Annual Deferral Amount shall be withheld at the time the Bonus is
or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year
itself. Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such
Plan Year at the time such amounts would otherwise have been paid to the Participant.



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     3.4. Company Contribution Amount



          (a) For each Plan Year, the Company may be required to credit amounts to a Participant’s
Annual Account in accordance with the Participant’s Plan Agreement (if any), which amounts shall be
part of the Participant’s Company Contribution Amount for that Plan Year. Such amounts shall be
credited to the Participant’s Annual Account for the applicable Plan Year on the date or dates
prescribed by such agreements.



          (b) For each Plan Year, the Company, in its sole discretion, may, but is not required to,
credit any amount it desires to any Participant’s Annual Account under this Plan, which amount
shall be part of the Participant’s Company Contribution Amount for that Plan Year. The amount so
credited to a Participant may be smaller or larger than the amount credited to any other
Participant, and the amount credited to any Participant for a Plan Year may be zero, even though
one or more other Participants receive a Company Contribution Amount for that Plan Year. The
Company Contribution Amount described in this Section 3.4(b), if any, shall be credited to the
Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by
the Committee.



     3.5. Vesting.



          (a) A Participant shall at all times be 100% vested in the portion of his or her Account
Balance attributable to Annual Deferral Amounts, plus amounts credited or debited on such amounts
pursuant to Section 3.6.



          (b) A Participant shall be vested in the portion of his or her Account Balance attributable to
any Company Contribution Amounts, plus amounts credited or debited on such amounts pursuant to
Section 3.6, in accordance with the vesting schedule(s) set forth in his or her Plan Agreement (if
any). If not addressed in such agreements, a Participant shall vest in the portion of his or her
Account Balance attributable to any Company Contribution Amounts, plus amounts credited or debited
on such amounts pursuant to Section 3.6, in accordance with the following schedule:



	 	 	 	 	 
	Years of Plan Participation	 	Vested Percentage
	Less than 1 year
	 	 	0	%
	1 year or more, but less than 2
	 	 	20	%
	2 years or more, but less than 3
	 	 	40	%
	3 years or more, but less than 4
	 	 	60	%
	4 years or more, but less than 5
	 	 	80	%
	5 years or more
	 	 	100	%






          (c) Notwithstanding anything to the contrary contained in this Section 3.5, in the event of a
Change in Control, or upon a Participant’s Separation from Service on or after qualifying for
Retirement, or on the Participant’s death prior to Separation from Service, any amounts that are
not vested in accordance with Section 3.5(b) above, shall immediately become 100% vested.



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     3.6. Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules
and procedures that are established from time to time by the Committee, in its sole discretion,
amounts shall be credited or debited to a Participant’s Account Balance in accordance with the
following rules:



          (a) Measurement Funds. Subject to the restrictions found in Section 3.6(b) below, the
Participant may elect one or more of the measurement funds selected by the Committee, in its sole
discretion, which are based on certain mutual funds (the “Measurement Funds”), for the purpose of
crediting or debiting additional amounts to his or her Account Balance. As necessary, the
Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each
such action will take effect as of the first day of the first calendar quarter that begins at least
30 days after the day on which the Committee gives Participants advance written notice of such
change.



          (b) Election of Measurement Funds. A Participant, in connection with his or her
initial deferral election in accordance with Section 3.2 above, shall elect, on the Election Form,
one or more Measurement Fund(s) (as described in Section 3.6(a) above) to be used to determine the
amounts to be credited or debited to his or her Account Balance. If a Participant does not elect
any of the Measurement Funds as described in the previous sentence, the Participant’s Account
Balance shall automatically be allocated into the lowest-risk Measurement Fund, as determined by
the Committee, in its sole discretion. The Participant may (but is not required to) elect, by
submitting an Election Form, to add or delete one or more Measurement Fund(s) to be used to
determine the amounts to be credited or debited to his or her Account Balance, or to change the
portion of his or her Account Balance allocated to each previously or newly elected Measurement
Fund. If an election is made in accordance with the previous sentence, it shall apply as of the
first business day deemed reasonably practicable by the Committee, in its sole discretion, and
shall continue thereafter for each subsequent day in which the Participant participates in the
Plan, unless changed in accordance with the previous sentence. Notwithstanding the foregoing, the
Participant may make this election only once each month or such other limit as the Committee, in
its sole discretion, may impose on the frequency with which one or more of the Measurement Funds
elected in accordance with this Section 3.6(b) may be added or deleted by such Participant and on
the frequency with which the Participant may change the portion of his or her Account Balance
allocated to each previously or newly elected Measurement Fund.



          (c) Proportionate Allocation. In making any election described in Section 3.6(b)
above, the Participant shall specify on the Election Form, in increments of five percent (5%), the
percentage of his or her Account Balance or Measurement Fund, as applicable, to be
allocated/reallocated.



          (d) Crediting or Debiting Method. The performance of each Measurement Fund (either
positive or negative) will be determined on a daily basis based on the manner in which such
Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the
Participant.



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          (e) No Actual Investment. Notwithstanding any other provision of this Plan that may
be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only,
and a Participant’s election of any such Measurement Fund, the allocation of his or her Account
Balance thereto, the calculation of additional amounts and the crediting or debiting of such
amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an
actual investment of his or her Account Balance in any such Measurement Fund. In the event that
the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides
to invest funds in any or all of the investments on which the Measurement Funds are based, no
Participant shall have any rights in or to such investments themselves. Without limiting the
foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall
not represent any investment made on his or her behalf by the Company or the Trust; the Participant
shall at all times remain an unsecured creditor of the Company.



     3.7. FICA and Other Taxes.



          (a) Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is
being withheld from a Participant’s Base Salary and/or Bonus, the Participant’s Employer(s) shall
withhold from that portion of the Participant’s Base Salary and/or Bonus that is not being
deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other
employment taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual
Deferral Amount in order to comply with this Section 3.7.



          (b) Company Contribution Amounts. When a Participant becomes vested in a portion of
his or her Account Balance attributable to any Company Contribution Amounts, the Participant’s
Employer(s) shall withhold from that portion of the Participant’s Base Salary and/or Bonus that is
not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other
employment taxes on such amounts. If necessary, the Committee may reduce the vested portion of the
Participant’s Company Contribution Amount, as applicable, in order to comply with this Section 3.7.



          (c) Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall
withhold from any payments made to a Participant under this Plan all federal, state and local
income, employment and other taxes required to be withheld by the Employer(s), or the trustee of
the Trust, in connection with such payments, in amounts and in a manner to be determined in the
sole discretion of the Employer(s) and the trustee of the Trust.



ARTICLE 4

SCHEDULED DISTRIBUTION; UNFORESEEABLE EMERGENCIES 




     4.1. Scheduled Distributions. Concurrently with each election to defer an Annual Deferral
Amount, a Participant may elect to receive all or a portion of such Annual Deferral Amount, plus
amounts credited or debited on that amount pursuant to Section 3.6, in the form of a lump sum
payment or an Annual Installment Method over a period of five years, calculated as of the close of
business on or about the Benefit Distribution Date designated by the Participant in accordance with
this Section (a “Scheduled Distribution”). The Benefit Distribution Date for the amount subject to
a Scheduled Distribution election shall be the first day of any Plan Year



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designated by the
Participant, which may be no sooner than two Plan Years after the end of the Plan Year to which the
Participant’s deferral election relates, unless otherwise provided on an Election Form approved by
the Committee.



     Subject to the other terms and conditions of this Plan, for each Scheduled Distribution
elected, the lump sum payment shall be made, or installment payments shall commence, no later than
60 days after the Benefit Distribution Date. By way of example, if a Scheduled Distribution is
elected for Annual Deferral Amounts that are earned in the Plan Year commencing January 1, 2009,
the earliest Benefit Distribution Date that may be designated by a Participant would be January 1,
2012, and the Scheduled Distribution would be paid or commence no later than 60 days after such
Benefit Distribution Date.



     4.2. Postponing Scheduled Distributions. A Participant may elect only once to postpone a
Scheduled Distribution described in Section 4.1 above and/or change the form of payment, and have
such amount paid or commence no later than 60 days after an allowable alternative Benefit
Distribution Date designated in accordance with this Section 4.2. In order to make such an
election, the Participant must submit an Election Form to the Committee in accordance with the
following criteria:



          (a) The election shall have no effect until at least 12 months after the date on which the
election is made;



          (b) The new Benefit Distribution Date must be the first day of a Plan Year that is no sooner
than five years after the previously designated Benefit Distribution Date; and



          (c) The election must be made at least 12 months prior to the Participant’s previously
designated Benefit Distribution Date for such Scheduled Distribution.



     For purposes of applying the provisions of this Section 4.2, a Participant’s election shall
not be considered to be made until the date on which the election becomes irrevocable. Such an
election shall become irrevocable on a date determined by the Committee; provided, however, that
such date shall be no later than the date that is 12 months prior to the Participant’s previously
designated Benefit Distribution Date for such Scheduled Distribution.



     4.3. Other Benefits Take Precedence Over Scheduled Distributions. Should an event occur
prior to any Benefit Distribution Date designated for a Scheduled Distribution that would trigger a
benefit under Articles 5 through 8, as applicable, all amounts subject to a Scheduled Distribution
election shall be paid in accordance with the other applicable provisions of the Plan and not in
accordance with this Article 4.



-12-









 





     4.4. Unforeseeable Emergencies. 



          (a) If a Participant experiences an Unforeseeable Emergency prior to the occurrence of a
distribution event described in Articles 5 through 8, as applicable, the Participant may petition
the Committee to receive a partial or full payout from the Plan. The payout, if any, from the Plan
shall not exceed the lesser of (i) the Participant’s vested Account Balance, calculated as of the
close of business on or about the Benefit Distribution Date for such payout, as determined by the
Committee in accordance with provisions set forth below, or (ii) the amount necessary to satisfy
the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income taxes or
penalties reasonably anticipated as a result of the distribution. A Participant shall not be
eligible to receive a payout from the Plan to the extent that the Unforeseeable Emergency is or may
be relieved (A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation
of the Participant’s assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship or (C) by cessation of deferrals under this Plan.



          If the Committee, in its sole discretion, approves a Participant’s petition for payout from
the Plan, the Participant’s Benefit Distribution Date for such payout shall be the date on which
such Committee approval occurs and such payout shall be distributed to the Participant in a lump
sum no later than 60 days after such Benefit Distribution Date. In addition, in the event of such
approval the Participant’s outstanding deferral elections under the Plan shall be cancelled.



          (b) A Participant’s deferral elections under this Plan shall also be cancelled to the extent
the Committee determines that such action is required for the Participant to obtain a hardship
distribution from an Employer’s 401(k) Plan pursuant to Treas. Reg. §1.401(k)-1(d)(3).



ARTICLE 5

CHANGE IN CONTROL BENEFIT




     5.1. Change in Control Benefit. In the event that a Change in Control occurs prior to the
Participant’s Separation from Service or death, the Participant shall receive his or her vested
Account Balance in the form of a lump sum payment (the “Change in Control Benefit”). The Benefit
Distribution Date for the Change in Control Benefit, if any, shall be the last day of the month on
which the Change in Control occurs.



     5.2. Payment of Change in Control Benefit. The Change in Control Benefit, if any, shall be
calculated as of the close of business on or about the Participant’s Benefit Distribution Date, as
determined by the Committee, and paid to the Participant no later than 60 days after the
Participant’s Benefit Distribution Date.



ARTICLE 6

RETIREMENT BENEFIT




     6.1. Retirement Benefit. If a Participant experiences a Separation from Service that
qualifies as a Retirement prior to Change in Control or the Participant’s death, the Participant



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shall be eligible to receive his or her vested Account Balance in either a lump sum or an Annual
Installment Method over a period of five years, as elected by the Participant in accordance with
Section 6.2 (the “Retirement Benefit”). A Participant’s Retirement Benefit shall be calculated as
of the close of business on or about the applicable Benefit Distribution Date for such benefit,
which shall be (i) the first day of the seventh month following the date on which the Participant
experiences such Separation from Service if the Participant is a Specified Employee, and (ii) for
all other Participants, the last day of the month in which the Participant experiences a Separation
from Service; provided, however, if a Participant changes the form of distribution for the
Retirement Benefit in accordance with Section 6.2(b), the Benefit Distribution Date for the
Retirement Benefit shall be determined in accordance with Section 6.2(b).



     6.2. Payment of Retirement Benefit.



          (a) A Participant, in connection with his or her commencement of participation in the Plan,
shall elect on an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an
Annual Installment Method over a period of five years. If a Participant does not make any election
with respect to the payment of the Retirement Benefit, then such Participant shall be deemed to
have elected to receive the Retirement Benefit as a lump sum.



          (b) A Participant may change the form of payment for the Retirement Benefit only once by
submitting an Election Form to the Committee in accordance with the following criteria:



               (i) The election shall not take effect until at least 12 months after the date on which the
election is made;



               (ii) The new Benefit Distribution Date for the Participant’s Retirement Benefit shall be five
years after the Benefit Distribution Date that would otherwise have been applicable to such
benefit; and



               (iii) The election must be made at least 12 months prior to the Benefit Distribution Date that
would otherwise have been applicable to the Participant’s Retirement Benefit.



          For purposes of applying the provisions of this Section 6.2(b), a Participant’s election to
change the form of payment for the Retirement Benefit shall not be considered to be made until the
date on which the election becomes irrevocable. Such an election shall become irrevocable on a
date determined by the Committee; provided, however, that such date shall be no later than the date
that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable
to the Participant’s Retirement Benefit. Subject to the requirements of this Section 6.2(b), the
most recent Election Form that has become effective shall govern the form of payout of the
Participant’s Retirement Benefit.



          (c) The lump sum payment shall be made, or installment payments shall commence, no later than
60 days after the Participant’s Benefit Distribution Date. Remaining



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installments, if any, shall
be paid no later than 60 days after each anniversary of the Participant’s Benefit Distribution
Date.



ARTICLE 7

TERMINATION BENEFIT




     7.1. Termination Benefit. If a Participant experiences a Separation from Service that does
not qualify as a Retirement prior to Change in Control or the Participant’s death, the Participant
shall receive his or her vested Account Balance in the form of a lump sum payment or an Annual
Installment Method over a period of five years, as elected by the Participant in accordance with
Section 7.2 (the “Termination Benefit”). A Participant’s Termination Benefit shall be calculated
as of the close of business on or about the applicable Benefit Distribution Date for such benefit,
which shall be (i) the first day of the seventh month following the date on which the Participant
experiences such Separation from Service if the Participant is a Specified Employee, and (ii) for
all other Participants, the last day of the month in which the Participant experiences a Separation
from Service; provided, however, if a Participant changes the form of distribution for the
Termination Benefit in accordance with Section 7.2(b), the Benefit Distribution Date for the
Termination Benefit shall be determined in accordance with Section 7.2(b).



     7.2. Payment of Termination Benefit.



          (a) A Participant, in connection with his or her commencement of participation in the Plan,
shall elect on an Election Form to receive the Termination Benefit in a lump sum or pursuant to an
Annual Installment Method over a period of five years. If a Participant does not make any election
with respect to the payment of the Termination Benefit, then such Participant shall be deemed to
have elected to receive the Termination Benefit as a lump sum.



          (b) A Participant may change the form of payment for the Termination Benefit only once by
submitting an Election Form to the Committee in accordance with the following criteria:



               (i) The election shall not take effect until at least 12 months after the date on which the
election is made;



               (ii) The new Benefit Distribution Date for the Participant’s Termination Benefit shall be five
years after the Benefit Distribution Date that would otherwise have been applicable to such
benefit; and



               (iii) The election must be made at least 12 months prior to the Benefit Distribution Date that
would otherwise have been applicable to the Participant’s Termination Benefit.



          For purposes of applying the provisions of this Section 7.2(b), a Participant’s election to
change the form of payment for the Termination Benefit shall not be considered to be made until the
date on which the election becomes irrevocable. Such an election shall become



-15-









 







irrevocable on a
date determined by the Committee; provided, however, that such date shall be no later than 12
months prior to the Benefit Distribution Date that would otherwise have been applicable to the
Participant’s Termination Benefit. Subject to the requirements of this Section 7.2(b), the most
recent Election Form that has become effective shall govern the form of payout of the Participant’s
Termination Benefit.



          (c) The lump sum payment shall be made, or installment payments shall commence, no later than
60 days after the Participant’s Benefit Distribution Date. Remaining installments, if any, shall
be paid no later than 60 days after each anniversary of the Participant’s Benefit Distribution
Date.



ARTICLE 8

DEATH BENEFIT




     8.1. Death Benefit. If a Participant dies prior to a Change in Control or the
Participant’s Separation from Service, the Participant’s Beneficiary(ies) shall be eligible to
receive his or her vested Account Balance in either a lump sum or an Annual Installment Method over
a period of five years, as elected by the Participant in accordance with Section 8.2 (the “Death
Benefit”). A Participant’s Death Benefit shall be calculated as of the close of business on or
about the applicable Benefit Distribution Date for such benefit, which shall be the last day of the
month in which the Committee is provided with proof that is satisfactory to the Committee of the
Participant’s death; provided, however, if a Participant changes the form of distribution for the
Death Benefit in accordance with Section 8.2(b), the Benefit Distribution Date for the Death
Benefit shall be determined in accordance with Section 8.2(b).



     8.2. Payment of Death Benefit.



          (a) A Participant, in connection with his or her commencement of participation in the Plan,
shall elect on an Election Form to receive the Death Benefit in a lump sum or pursuant to an Annual
Installment Method over a period of five years. If a Participant does not make any election with
respect to the payment of the Death Benefit, then such Participant shall be deemed to have elected
to receive the Death Benefit as a lump sum.



          (b) A Participant may change the form of payment for the Death Benefit only once by submitting
an Election Form to the Committee in accordance with the following criteria:



               (i) The election shall not take effect until at least 12 months after the date on which the
election is made; and



               (ii) The election must be made at least 12 months prior to the Benefit Distribution Date that
would otherwise have been applicable to the Participant’s Death Benefit.



          For purposes of applying the provisions of this Section 8.2(b), a Participant’s election to
change the form of payment for the Death Benefit shall not be considered to be made until the date
on which the election becomes irrevocable. Such an election shall become irrevocable on a date
determined by the Committee; provided, however, that such date shall be no later than the date that
is 12 months prior to the Benefit Distribution Date that would



-16-









 







otherwise have been applicable to
the Participant’s Death Benefit. Subject to the requirements of this Section 8.2(b), the most
recent Election Form that has become effective shall govern the form of payout of the Participant’s
Death Benefit.



          (c) The lump sum payment shall be made, or installment payments shall commence, no later than
60 days after the Participant’s Benefit Distribution Date. Remaining installments, if any, shall
be paid no later than 60 days after each anniversary of the Participant’s Benefit Distribution
Date.



ARTICLE 9

BENEFICIARY DESIGNATION




     9.1. Beneficiary. Each Participant shall have the right, at any time, to designate his or
her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the
Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan
may be the same as or different from the Beneficiary designation under any other plan of an
Employer in which the Participant participates.



     9.2. Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his
or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to
the Committee. A Participant shall have the right to change a Beneficiary by completing, signing
and otherwise complying with the terms of the Beneficiary Designation Form. If the Participant
names someone other than his or her spouse as a Beneficiary, the Committee may, in its sole
discretion, determine that spousal consent is required to be provided in a form designated by the
Committee, executed by such Participant’s spouse and returned to the Committee. Upon submitting a
new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled.
The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the
Participant prior to his or her death.



     9.3. Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received and acknowledged in writing by the Committee or its designated agent.



     9.4. No Beneficiary Designation. If a Participant fails to designate a Beneficiary as
provided in Sections 9.1, 9.2 and 9.3 above or, if all designated Beneficiaries predecease the
Participant or die prior to complete distribution of the Participant’s benefits, then the
Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the
Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the Participant’s
estate.



     9.5. Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary
to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its
discretion, to cause the Participant’s Employer to withhold such payments until this matter is
resolved to the Committee’s satisfaction.



     9.6. Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary
shall fully and completely discharge the Company, all Employers and the Committee



-17-









 







from all further
obligations under this Plan with respect to the Participant, and that Participant’s Plan Agreement
(if any) shall terminate upon such full payment of benefits.



ARTICLE 10

LEAVE OF ABSENCE




     10.1. Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer
to take a paid leave of absence from the employment of the Employer, and such leave of absence does
not constitute a Separation from Service, (a) the Participant shall continue to be considered
eligible for the benefits provided under the Plan, and (b) the Annual Deferral Amount shall
continue to be withheld during such paid leave of absence in accordance with Section 3.2.



     10.2. Unpaid Leave of Absence. If a Participant is authorized by the Participant’s
Employer to take an unpaid leave of absence from the employment of the Employer for any reason, and
such leave of absence does not constitute a Separation from Service, such Participant shall
continue to be eligible for the benefits provided under the Plan. During the unpaid leave of
absence, the Participant shall not be allowed to make any additional deferral elections. However,
if the Participant returns to employment, the Participant may elect to defer an Annual Deferral
Amount for the Plan Year following his or her return to employment and for every Plan Year
thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed
and an Election Form is delivered to the Committee for each such election in accordance with
Section 3.2 above.



ARTICLE 11

TERMINATION OF PLAN, AMENDMENT OR MODIFICATION




     11.1. Termination of Plan. Although the Company anticipates that it will continue the Plan
for an indefinite period of time, there is no guarantee that the Company will continue the Plan or
will not terminate the Plan at any time in the future. Accordingly, the Committee and the Company
reserve the right to terminate the Plan. In the event of a Plan termination no new deferral
elections shall be permitted for the Participants and the Participants shall no longer be eligible
to receive new company contributions. However, after the Plan termination the Account Balances of
such Participants shall continue to be credited with Annual Deferral Amounts attributable to a
deferral election that was in effect prior to the Plan termination to the extent deemed necessary
to comply with Code Section 409A and related Treasury Regulations, and additional amounts shall
continue to be credited or debited to such Participants’ Account Balances pursuant to Section 3.6.
The Measurement Funds available to Participants following the termination of the Plan shall be
comparable in number and type to those Measurement Funds available to Participants in the Plan Year
preceding the Plan Year in which the Plan termination is effective. In addition, following a Plan
termination, Participant Account Balances shall remain in the Plan and shall not be distributed
until such amounts become eligible for distribution in accordance with the other applicable
provisions of the Plan. Notwithstanding the preceding sentence, to the extent permitted by Treas.
Reg. §1.409A-3(j)(4)(ix), the Committee or Company may provide that upon termination of the Plan,
all Account Balances of the Participants shall be distributed, subject to and in accordance with
any rules established by the Committee or the Company deemed necessary to comply with the
applicable requirements and limitations of Treas. Reg. §1.409A-3(j)(4)(ix).



-18-









 





     11.2. Amendment. The Committee or the Company may, at any time, amend or modify the Plan
in whole or in part. Notwithstanding the foregoing, no amendment or modification shall be
effective to decrease the value of a Participant’s vested Account Balance in existence at the time
the amendment or modification is made.



     11.3. Plan Agreement. Despite the provisions of Sections 11.1 and 11.2, if a Participant’s
Plan Agreement (if any) contains benefits or limitations that are not in this Plan document, the
Committee or Company may only amend or terminate such provisions with the written consent of the
Participant.



     11.4. Effect of Payment. The full payment of the Participant’s vested Account Balance in
accordance with the applicable provisions of the Plan shall completely discharge all obligations to
a Participant and his or her designated Beneficiaries under this Plan, and the Participant’s Plan
Agreement (if any) shall terminate.



ARTICLE 12

ADMINISTRATION




     12.1. Committee Duties. Except as otherwise provided in this Article 12, this Plan shall
be administered by the Compensation and Stock Option Committee of the Board (the “Committee”).
Members of the Committee may be Participants under this Plan. The Committee shall also have the
discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan, (b) decide or resolve any and all questions,
including benefit entitlement determinations and interpretations of this Plan, as may arise in
connection with the Plan; and (c) delegate certain responsibilities to certain management
employees. Any individual serving on the Committee who is a Participant shall not vote or act on
any matter relating solely to himself or herself. When making a determination or calculation, the
Committee shall be entitled to rely on information furnished by a Participant or the Company.



     12.2. Administration Upon Change In Control. Within 120 days following a Change in
Control, the individuals who comprised the Committee immediately prior to the Change in Control
(whether or not such individuals are members of the Committee following the Change in Control) may,
by written consent of the majority of such individuals, appoint an independent third party
administrator (the “Administrator”). The Administrator shall be the Committee provided for in
Section 12.1 above and shall perform any or all of the duties described in Section 12.1 above,
including without limitation, the power to determine any questions arising in connection with the
administration or interpretation of the Plan, and the power to make benefit entitlement
determinations. Upon and after the effective date of such appointment, (a) the Company must pay
all reasonable administrative expenses and fees of the Administrator, and (b) the Administrator may
only be terminated with the written consent of the majority of Participants with an Account Balance
in the Plan as of the date of such proposed termination.



     12.3. Agents. In the administration of this Plan, the Committee may, from time to time,
employ agents and delegate to them such administrative duties as it sees fit (including acting
through a duly appointed representative) and may from time to time consult with counsel.




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     12.4. Binding Effect of Decisions. The decision or action of the Committee or
Administrator, as applicable, 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 and conclusive and binding upon all persons having any
interest in the Plan.



     12.5. Indemnity of Committee. The Company shall indemnify and hold harmless the members of
the Committee, any Employee to whom the duties of the Committee may be delegated, and the
Administrator against any and all claims, losses, damages, expenses or liabilities arising from any
action or failure to act with respect to this Plan, except in the case of willful misconduct by the
Committee, any of its members, any such Employee or the Administrator.



     12.6. Employer Information. To enable the Committee and/or Administrator to perform its
functions, the Company and each Employer shall supply full and timely information to the Committee
and/or Administrator, as the case may be, on all matters relating to the Plan, the Trust, the
Participants and their Beneficiaries, the Account Balances of the Participants, the compensation of
its Participants, the date and circumstances of the Separation from Service or death of its
Participants, and such other pertinent information as the Committee or Administrator may reasonably
require.



ARTICLE 13

OTHER BENEFITS AND AGREEMENTS




     13.1. Coordination with Other Benefits. The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits available to such
Participant under any other plan or program for employees of the Participant’s Employer. The Plan
shall supplement and shall not supersede, modify or amend any other such plan or program except as
may otherwise be expressly provided.



ARTICLE 14

CLAIMS PROCEDURES




     14.1. Presentation of Claim. Any Participant or Beneficiary of a deceased Participant
(such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the
Committee a written claim for a determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a notice received by the
Claimant, the claim must be made within 60 days after such notice was received by the Claimant.
All other claims must be made within 180 days of the date on which the event that caused the claim
to arise occurred. The claim must state with particularity the determination desired by the
Claimant.



     14.2. Notification of Decision. The Committee shall consider a Claimant’s claim within a
reasonable time, but no later than 90 days after receiving the claim. If the Committee determines
that special circumstances require an extension of time for processing the claim, written notice of
the extension shall be furnished to the Claimant prior to the termination of the initial 90 day
period. In no event shall such extension exceed a period of 90 days from the end



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of the initial
period. The extension notice shall indicate the special circumstances requiring an extension of
time and the date by which the Committee expects to render the benefit determination. The
Committee shall notify the Claimant in writing:




          (a) that the Claimant’s requested determination has been made, and that the claim has been
allowed in full; or




          (b) that the Committee has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, and such notice must set forth in a manner calculated to be
understood by the Claimant:




               (i) the specific reason(s) for the denial of the claim, or any part of it;



               (ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was
based;



               (iii) a description of any additional material or information necessary for the Claimant to
perfect the claim, and an explanation of why such material or information is necessary;



               (iv) an explanation of the claim review procedure set forth in Section 14.3 below; and



               (v) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a)
following an adverse benefit determination on review.



     14.3. Review of a Denied Claim. On or before 60 days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly
authorized representative) may file with the Committee a written request for a review of the denial
of the claim. The Claimant (or the Claimant’s duly authorized representative):



          (a) may, upon request and free of charge, have reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable ERISA regulations) to
the claim for benefits;




          (b) may submit written comments or other documents; and/or




          (c) may request a hearing, which the Committee, in its sole discretion, may grant.




     14.4. Decision on Review. The Committee shall render its decision on review promptly, and
no later than 60 days after the Committee receives the Claimant’s written request for a review of
the denial of the claim. If the Committee determines that special circumstances require an
extension of time for processing the claim, written notice of the extension shall be furnished to
the Claimant prior to the termination of the initial 60 day period. In no event shall such
extension exceed a period of 60 days from the end of the initial period. The extension notice
shall indicate the special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination. In rendering its decision, the



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Committee
shall take into account all comments, documents, records and other information submitted by the
Claimant relating to the claim, without regard to whether such information was submitted or
considered in the initial benefit determination. The decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:




          (a) specific reasons for the decision;




          (b) specific reference(s) to the pertinent Plan provisions upon which the decision was 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 (as
defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and




          (d) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).




     14.5. Legal Action. A Claimant’s compliance with the foregoing provisions of this Article
14 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to
any claim for benefits under this Plan.



ARTICLE 15

TRUST




     15.1. Establishment of the Trust. In order to provide assets from which to fulfill its
obligations to the Participants and their Beneficiaries under the Plan, the Company, within its
sole discretion, may establish a trust by a trust agreement with a third party, the trustee, to
which the Company may, in its discretion, contribute cash or other property to provide for the
benefit payments under the Plan (the “Trust”).



     15.2. Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan
Agreement (if any) shall govern the rights of a Participant to receive distributions pursuant to
the Plan. The provisions of the Trust shall govern the rights of the Company, Participants and the
creditors of the Company to the assets transferred to the Trust. The Company shall at all times
remain liable to carry out its obligations under the Plan.



     15.3. Distributions From the Trust. Each Employer’s obligations under the Plan may be
satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Employer’s obligations under this Plan.



ARTICLE 16

MISCELLANEOUS




     16.1. Status of Plan. The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for
the purpose of providing deferred compensation for a select group of management or highly
compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and



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401(a)(1). The
Plan shall be administered and interpreted (a) to the extent possible in a manner consistent with
the intent described in the preceding sentence, and (b) in accordance with Code Section 409A and
related Treasury guidance and Regulations.




     16.2. Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, interests or claims in any property or assets
of an Employer. For purposes of the payment of benefits under this Plan, any and all of an
Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer.
An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise
to pay money in the future.



     16.3. Company’s Liability. The Company’s liability for the payment of benefits shall be
defined only by the Plan and the Plan Agreement (if any). The Company shall have no obligation to
a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement
(if any).



     16.4. Nonassignability. Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable.
No part of the amounts payable shall, prior to actual payment, be subject to seizure,
attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, be transferable by operation of law
in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable
to a spouse as a result of a property settlement or otherwise.



     16.5. Not a Contract of Employment. The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment between any Employer and the Participant. Such
employment is hereby acknowledged to be an “at will” employment relationship that can be terminated
at any time for any reason, or no reason, with or without cause, and with or without notice, unless
expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give
a Participant the right to be retained in the service of any Employer, or to interfere with the
right of any Employer to discipline or discharge the Participant at any time.



     16.6. Furnishing Information. A Participant or his or her Beneficiary will cooperate with
the Committee by furnishing any and all information requested by the Committee and take such other
actions as may be requested in order to facilitate the administration of the Plan and the payments
of benefits hereunder, including but not limited to taking such physical examinations as the
Committee may deem necessary.



     16.7. Terms. Whenever any words are used herein in the masculine, they shall be construed
as though they were in the feminine in all cases where they would so apply; and whenever any words
are used herein in the singular or in the plural, they shall be construed as though they were used
in the plural or the singular, as the case may be, in all cases where they would so apply.



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     16.8. Captions. The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.



     16.9. Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of the State of California without regard to its
conflicts of laws principles.



     16.10. Notice. Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:




Reliance Steel & Aluminum Co.

Attn: Chief Financial Officer

350 S. Grand Ave., Ste. 5100

Los Angeles, CA 90071



     Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail,
as of the date shown on the postmark on the receipt for registration or certification.



     Any notice or filing required or permitted to be given to a Participant under this Plan shall
be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the
Participant.



     16.11. Successors. The provisions of this Plan shall bind and inure to the benefit of the
Participant’s Employer and its successors and assigns and the Participant and the Participant’s
designated Beneficiaries.



     16.12. Spouse’s Interest. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass to the Participant and
shall not be transferable by such spouse in any manner, including but not limited to such spouse’s
will, nor shall such interest pass under the laws of intestate succession.



     16.13. Validity. In case any provision of this Plan shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan
shall be construed and enforced as if such illegal or invalid provision had never been inserted
herein.



     16.14. Incompetent. If the Committee determines in its discretion that a benefit under
this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of
handling the disposition of that person’s property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the care and custody of such minor,
incompetent or incapable person. The Committee may require proof of minority, incompetence,
incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any
payment of a benefit shall be a payment for the account of the Participant and the Participant’s
Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan
for such payment amount.



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     16.15. Distribution in the Event of Income Inclusion Under Code Section 409A. If any
portion of a Participant’s Account Balance under this Plan is required to be included in income by
the Participant prior to receipt due to a failure of this Plan to comply with the
requirements of Code Section 409A and related Treasury Regulations, the Committee may determine
that such Participant shall receive a distribution from the Plan in an amount equal to the lesser
of (i) the portion of his or her Account Balance required to be included in income as a result of
the failure of the Plan to comply with the requirements of Code Section 409A and related Treasury
Regulations, or (ii) the unpaid vested Account Balance.



     16.16. Deduction Limitation on Benefit Payments. If an Employer reasonably anticipates
that the Employer’s deduction with respect to any distribution from this Plan would be limited or
eliminated by application of Code Section 162(m), then to the extent permitted by Treas. Reg.
§1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that the entire amount
of any distribution from this Plan is deductible. Any amounts for which distribution is delayed
pursuant to this Section shall continue to be credited/debited with additional amounts in
accordance with Section 3.6. The delayed amounts (and any amounts credited thereon) shall be
distributed to the Participant (or his or her Beneficiary in the event of the Participant’s death)
at the earliest date the Employer reasonably anticipates that the deduction of the payment of the
amount will not be limited or eliminated by application of Code Section 162(m). In the event that
such date is determined to be after a Participant’s Separation from Service and the Participant to
whom the payment relates is determined to be a Specified Employee, then to the extent deemed
necessary to comply with Treas. Reg. §1.409A-3(i)(2), the delayed payment shall not be made before
the first day of the seventh month following such Participant’s Separation from Service.



     16.17. Limited Cashout. Notwithstanding anything herein to the contrary, the Committee
may, in its discretion, automatically pay out a Participant’s vested Account Balance in a lump sum,
provided that such payment satisfies the requirements in (a) through (c) below:



          (a) Such payment results in the termination and liquidation of the entirety of the
Participant’s interest under the Plan, including all agreements, methods, programs, or other
arrangements with respect to which deferrals of compensation are treated as having been deferred
under a single nonqualified deferred compensation plan under Treas. Reg. §1.409A-1(c)(2);




          (b) Such payment is not greater than the applicable dollar amount under Code Section
402(g)(1)(B); and




          (c) Such exercise of Committee discretion is evidenced in writing no later than the date of
such payment.



IN WITNESS WHEREOF, the Company has signed this Plan document to be effective as of December 1,
2008.




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	 	“Company”



Reliance Steel & Aluminum Co.,

a California corporation

 	 
	 	By:  	/s/ Karla R. Lewis
 	 
	 	 	Title: Executive Vice President and Chief Financial Officer (Principal Financial
Officer; Principal Accounting Officer) 	 



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APPENDIX A




LIMITED TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS MADE

AVAILABLE IN ACCORDANCE WITH NOTICE 2007-86



The capitalized terms below shall have the same meaning as provided in Article 1 of the Plan.



Opportunity to Make New (or Revise Existing) Distribution Elections. Notwithstanding the
required deadline for the submission of an initial distribution election under Articles 4 through 8
of the Plan, the Committee may, to the extent permitted by Notice 2007-86, provide a limited period
in which Participants may make new distribution elections, or revise existing distribution
elections, with respect to amounts subject to the terms of the Plan, by submitting an Election Form
on or before the deadline established by the Committee, which in no event shall be later than
December 31, 2008. Any distribution election(s) made by a Participant in accordance with this
Appendix A shall not be treated as a change in either the form or timing of a Participant’s benefit
payment for purposes of Code Section 409A or the Plan.



The Committee shall interpret all provisions relating to an election submitted in accordance with
this Appendix in a manner that is consistent with Code Section 409A and related Treasury guidance
or Regulations. By way of example, if any distribution election submitted by a Participant in 2008
either (a) relates to an amount that would otherwise be paid to the Participant in 2008, or (b)
would cause an amount to be paid to the Participant in 2008, such election shall not be effective.





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