Exhibit 10.11


 


 


WADDELL & REED FINANCIAL, INC.


 


 


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


 


 


As Amended and Restated Effective as of January 1,
2005


 













 


WADDELL & REED FINANCIAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective January 1, 2005


 


 


PURPOSE


 


The purpose of the Waddell & Reed
Financial, Inc. Supplemental Executive Retirement Plan is to provide
deferred compensation that otherwise would be paid currently to a select group
of management or highly compensated employees of the Company (as defined below)
and any subsidiaries or affiliates of the Company that may adopt this Plan (as
defined below) with the consent of the Board of Directors of the Company.  This Plan is designed to constitute a
nonqualified deferred compensation arrangement. 
This amendment and restatement, effective January 1, 2005, is
intended to bring the Plan into compliance with section 409A of the Code (as
defined below) and guidance issued pursuant thereto.


 


ARTICLE I

DEFINITION OF TERMS


 


The following words and phrases when used
herein, unless the context clearly requires otherwise, will have the following
respective meanings:


 


1.1                               “Administrator” means the Compensation Committee.


 


1.2                               “Approved Domestic
Relations Order”
means a Domestic Relations Order that is determined by the Administrator, in
its sole discretion, to be an Approved Domestic Relations Order in accordance
with the provisions of Section 6.2.


 


1.3                               “Aggregate
Contribution Amount” means the amount, if any, determined by the Compensation Committee
in its sole discretion, to be credited as a Supplemental Executive Retirement
Benefit among Participants’ Deferred Compensation Accounts for a Plan Year in
accordance with the provisions of Section 4.2(b).


 


1.4                               “Base Pay” means a Participant’s base salary
for a Plan Year, excluding extraordinary pay such as bonuses, commissions,
incentive payments, benefits, expense allowances, expense reimbursements, or
income from restricted stock or stock option awards, as designated by the
Compensation Committee in its sole discretion.


 


1.5                               “Claim for Benefits” has the meaning specified in Section 6.6(a).


 


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


 


1.7                               “Company” means Waddell & Reed
Financial, Inc., a Delaware corporation.


 


1.8                               “Compensation Committee” means the Compensation Committee of
the Board of Directors of Waddell & Reed Financial, Inc.


 


 


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1.9                               “Deferred
Compensation Account” means the memorandum account established pursuant to Section 4.1
and maintained for each Participant on the Company’s books and records.


 


1.10                        “Domestic Relations
Order” means
a final judgment, decree, order, or property settlement agreement made pursuant
to a state domestic relations law.


 


1.11                        “Effective Date” means January 1, 2005.  The Plan was originally effective December 10,
1998 and was subsequently amended and restated effective July 14, 2004.


 


1.12                        “Employee” means a common-law employee of the
Company or a Participating Employer who is a member of a select group of
management or highly compensated employees.


 


1.13                        “ERISA” means the Employee Retirement
Income Security Act of 1974, as amended.


 


1.14                        “Notice of Denial” has the meaning specified in Section 6.6(b).


 


1.15                        “401(k) Plan” means the Waddell & Reed
Financial, Inc. 401(k) and Thrift Plan, as such plan may be amended
from time to time, or any similar plan in which a Participating Employer
participates.


 


1.16                        “Participant” means an Employee who has satisfied
the requirements for eligibility under Article III and is participating in
the Plan.


 


1.17                        “Participating
Employer”
means a subsidiary or affiliate of the Company that adopts this Plan by a
properly executed document evidencing such intent with the consent of the Board
of Directors of the Company.


 


1.18                        “Plan” means the Waddell & Reed
Financial, Inc. Supplemental Retirement Benefit Plan, as may be amended,
modified or supplemented from time to time.


 


1.19                        “Plan Year” means the period commencing January 1
and ending December 31.


 


1.20                        “Request for Review” has the meaning specified in Section 6.6(d).


 


1.21                        “Separation
from Service” has the definition of the same term in Treasury Regulation
Section 1.409A-1(h), and will be determined by analyzing all of the facts and
circumstances surrounding the separation, but in no event, however, shall a
Participant be considered to have separated from service if the amount of
services provided to the Company (or a Participating Employer) has not
decreased to 20% or less of the services the Participant was providing to the Company
(or a Participating Employer) during the previous 36-month period (or the full
period of services provided to the Company (or a Participating Employer) in the
event that the Participant has not been employed for 36 months).  The Participant shall not be considered to
have separated from service if the amount of services that Participant is still
providing to the Company (or a Participating Employer) is 50% or more of the
services the Participant was providing to the Company (or a Participating
Employer) during the previous 36-month period (or the full period of services
provided to the Company (or a Participating 


 


 


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Employer) in the event that the Participant
has not been employed for 36 months). In the event that the Participant is
providing services to the Company (or a Participating Employer) in the amount
of 21% to 49% of the services the Participant was providing to the Company (or
a Participating Employer) during the previous 36-month period (or the full
period of services provided to the Company (or a Participating Employer) in the
event that the Participant has not been employed for 36 months), the
Administrator shall retain the sole discretion to determine whether or not all
of the facts and circumstances surrounding the decrease in services constitute
a separation from service in accordance with Treasury Regulation Section 1.409A-1(h).


 


1.22                        “Supplemental
Executive Retirement Benefit” means the allocations, if any, made pursuant to Section 4.2(b).


 


1.23                        “Total Disability” means a Participant is, by reason
of any medically determinable physical or mental impairment which can be
expected to last for a continuous period of not less than twelve months,
receiving long-term disability benefits under the Company’s (or his or her
Participating Employer’s) long-term disability insurance plan.


 


1.24                        “Valuation Date” means December 31 and such
other or additional dates as provided herein or otherwise designated by the
Administrator as Valuation Dates for the purpose of making valuation
adjustments to the Deferred Compensation Accounts in accordance with Section 4.2(c).


 


ARTICLE II

ADMINISTRATION


 


The Plan will be administered by the
Administrator and benefits under the Plan will be paid only if the Administrator
decides, in its sole discretion, that a Participant is entitled to them.  The decision of a majority of the members of
the Compensation Committee will control; provided, however, that a member will
not be entitled to participate in discretionary decisions directly related to
such person’s own participation in the Plan.


 


The Administrator will have full power and
authority to adopt rules, regulations, and practices governing the
administration of the Plan, to interpret and apply the provisions of the Plan in
its sole discretion, to alter, amend, or revoke any rules and regulations
so adopted, to enter into contracts on behalf of the Company with respect to
the Plan, and to make discretionary decisions under the Plan, except where that
authority is retained by the Company under the Plan.  The Administrator will administer this Plan
and render decisions in a uniform and consistent manner so that all
Participants in similar circumstances are generally treated similarly.  The Administrator’s decision as to all aspects
of Plan operations, including but not limited to, the eligibility of persons to
participate in this Plan, the benefits payable under this Plan, and the
interpretation of this Plan, cannot be overturned unless it has no foundation.


 


ARTICLE III

ELIGIBILITY


 


An Employee who has been designated by the
Administrator as eligible for participation in the Plan will be eligible for
participation beginning in the Plan Year with respect to which the designation
is made.  A Participant will continue to
participate in the Plan until he or she ceases 


 


 


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to be a member of a select
group of management or highly compensated employees, or until the Administrator
in its sole discretion determines otherwise.


 


ARTICLE IV

DEFERRED COMPENSATION ACCOUNTS


 


4.1                               Establishment of
Deferred Compensation Accounts.  At the time
an Employee becomes a Participant in the Plan, the Company will establish a
Deferred Compensation Account for the Participant on its books.


 


4.2                               Additions to Deferred
Compensation Accounts.


 


(a)                                  401(k) Plan Benefit Restoration.  For each Plan Year, the Administrator will
credit the Deferred Compensation Account of each Participant with an amount
equal to four percent (4%) of his or her Base Pay, less the amount of the
maximum employer matching contribution that could be made pursuant to the terms
of the 401(k) Plan on the Participant’s behalf under the 401(k) Plan with
respect to that Plan Year.


 


(b)                                 Supplemental Executive Retirement Benefit.  For each Plan Year, the Compensation
Committee will credit the Aggregate Contribution Amount among the Deferred
Compensation Accounts of Participants in proportion to their Base Pay for the
Plan Year.


 


(c)                                  Valuation and Adjustments. 
As of each Valuation Date, the Administrator will also credit (or
charge) the Participant’s Deferred Compensation Account with valuation
adjustments determined in accordance with this Section 4.2(c).  The valuation adjustment to be credited (or
charged) to the Participant’s Deferred Compensation Account as of any Valuation
Date will be an amount equal to the performance of certain hypothetical
investments or investment vehicles since the last preceding Valuation Date as
described below.  The performance of such
hypothetical investments or investment vehicles taken into account for purposes
of this Section 4.2(c) will include, but not be limited to, in the sole
discretion of the Administrator, interest, expenses, and realized and
unrealized gains and losses.  The
crediting (or charging) of amounts under this Section 4.2(c) will occur so long
as there is a balance in the Participant’s Deferred Compensation Account;
provided, however, the crediting (or charging) of amounts under this Section
4.2(c) will cease as close as reasonably practicable (as determined by the
Administrator in its sole discretion) prior to the date a complete distribution
of a Participant’s benefit under this Plan is made.  The value of the Participant’s Deferred
Compensation Account as of the relevant Valuation Date will be determined as if
the balance of the Deferred Compensation Account as of the preceding Valuation
Date, together with any amounts subsequently credited to (less any amounts
distributed from) such Deferred Compensation Account, had been invested since
the preceding Valuation Date or the date credited to the Deferred Compensation
Account, as the case may be, in the hypothetical investments or investment
vehicles specified for the Participant’s Deferred Compensation Account.


 


 


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(d)                                 Investments. 
Each Participant, in a manner prescribed by the Administrator, may
designate the hypothetical investments or investment vehicles in which his or
her Deferred Compensation Account is to be deemed invested under the investment
options permitted by the Administrator. 
Notwithstanding any other provision of this Plan, a Participant may not
designate the hypothetical investment of his or her Deferred Compensation
Account in stock or other securities of the Company or a Participating Employer.  The Administrator (or trustee of a grantor
trust if a grantor trust is used in connection with this Plan), in its sole
discretion, may determine whether any Deferred Compensation Accounts will, in
fact, be invested according to the hypothetical investments or investment
vehicles or will be invested otherwise. 
Such hypothetical investment designations may be made up to two times
per calendar year for each Participant by making an election with the
Administrator, in a manner prescribed by the Administrator.  The designation will continue until changed
by the submission of a new designation, which change will be effective as soon
as administratively feasible.


 


4.3                               Forfeiture. 
All amounts credited to, and not withdrawn from, a Participant’s
Deferred Compensation Account are nonforfeitable, except as otherwise provided
in this Section 4.3 and Sections 6.1 and 6.4.


 


Notwithstanding any other provision of this
Plan, a Participant’s Deferred Compensation Account will be forfeited in its
entirety if the Administrator determines that the Participant has engaged in
any activity that is (a) illegal and involves fraud, dishonesty, or theft,
or (b) intentionally detrimental to the Company, a Participating Employer,
or any subsidiary or affiliate thereof.


 


ARTICLE V

DISTRIBUTION OF BENEFITS


 


5.1                               Distribution on
Termination of Employment.  Subject to
the limitations described in Section 5.5 and unless otherwise elected
pursuant to Section 5.4, amounts credited to, and not withdrawn from, a
Participant’s Deferred Compensation Account (less applicable tax and other
withholdings pursuant to Section 5.6) will be distributed in a single lump
sum payment in cash, other property, or both, in the Administrator’s sole
discretion, within 90 days after the Participant’s Separation from Service with
the Company or, if applicable, the Participating Employer.


 


5.2                               Distribution on
Total Disability.  Unless otherwise elected pursuant to Section 5.4,
amounts credited to, and not withdrawn from, a Participant’s Deferred
Compensation Account (less applicable tax and other withholdings pursuant to Section 5.6)
as of the date the Participant has sustained a Total Disability will be
distributed in a single lump sum payment in cash, other property, or both, in
the Administrator’s sole discretion, within 90 days after such determination.


 


5.3                               Distribution on
Death.  Unless otherwise elected pursuant to Section 5.4,
payment of the amounts credited to, and not withdrawn from, a Participant’s
Deferred Compensation Account (less applicable tax and other withholdings
pursuant to Section 5.6) as of the date of the Participant’s death will be
distributed in a single lump sum payment in cash, other 


 


 


5













 


property, or both, in the Administrator’s
sole discretion, within 90 days after the Participant’s death, to the
Participant’s designated beneficiary in accordance with the last such
designation received by the Administrator, or if none, to the Participant’s
surviving spouse, or if there is no surviving spouse, to the personal
representative of the Participant’s estate.


 


A Participant will have the right, at any
time prior to his or her death, to submit, in a manner prescribed by the
Administrator, a written designation of primary and secondary beneficiaries to
whom payment under this Plan will be made in the event of his or her death
prior to complete distribution of the benefits due and payable to the
Participant under this Plan.  Each
beneficiary designation will become effective only when received by the Administrator.


 


5.4                             Form and
Timing of Benefit Distribution.  A Participant
or beneficiary, in a manner prescribed by the Administrator, may elect, or
elect to change, the form and timing, subject to the Administrator’s approval,
of distribution of his or her benefits pursuant to this Section 5.4, by
delivering such election to the Administrator, in accordance with procedures
established by the Administrator.


 


(a)                                Initial Election.  On or before December 31, 2006,
a Participant may elect the time and/or form of distribution of his or her
Deferred Compensation Account; provided, however, that such election, to the
extent made in calendar year 2006, will apply only to amounts that are not
otherwise payable in 2006 and may not cause a payment to be made in 2006 that
would not otherwise be payable in 2006. 
In the case of the first year in which a Participant becomes a
Participant, such Participant will be entitled to deliver his or her election,
with respect to amounts credited to his or her Deferred Compensation Account
for services to be performed subsequent to the election, within 30 days after
the date the Participant has been designated by the Administrator as eligible
for participation in the Plan.


 


(b)                               Time of Payment. 
A Participant may elect, pursuant to an initial election under Section 5.4(a) or
a subsequent election under Section 5.4(d), to receive, within 90 days of
the distribution time or event, the amounts credited to, and not withdrawn
from, the Participant’s Deferred Compensation Account (less applicable tax and
other withholdings pursuant to Section 5.6) in the form elected or
specified in Section 5.4(c) upon the earlier of death (which amount
will be payable pursuant to Section 5.3) or the following:


 


(1)                                  The Participant’s Separation from
Service with the Company or, if applicable, the Participating Employer;


 


(2)                                  The determination by the
Administrator that the Participant has sustained a Total Disability; or


 


(3)                                  January 1 of a calendar year
specified by the Participant, which calendar year may be specified as a number
of years following a Participant’s Separation from Service with the Company or,
if applicable, the Participating Employer.


 


 


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(c)                                Form of Payment.  A Participant may
elect, pursuant to an initial election under Section 5.4(a) or a
subsequent election under Section 5.4(d), distribution of benefits under
the Plan in one of the following forms:


 


(1)                                  Lump Sum
— a single payment of the entire balance in the Participant’s Deferred
Compensation Account (less applicable tax and other withholdings pursuant to Section 5.6).


 


(2)                                  Installments
— periodic payments over a specified period of time (less applicable tax and
other withholdings pursuant to Section 5.6), beginning as of the date
specified in the Participant’s election, which time period may not extend
beyond the life expectancy of the Participant (or the Participant’s designated
beneficiary) as determined under the 1983 Group Annuity Mortality Table or such
other mortality table prescribed by the Internal Revenue Service as the
prevailing commissioners’ standard table described in Code section
807(d)(5)(A), as determined by the Administrator in its sole discretion.


 


(d)                                 Change in Form and Timing of Benefit
Distribution.  A
Participant may change the time and/or form of settlement elected pursuant to a
“Distribution Election Form” with respect to his or her Deferred Compensation
Account by delivering a subsequent “Distribution Election Form” in accordance
with procedures set forth by the Administrator; provided, that, such election
may not result in the acceleration of the time or schedule of any payment.   For purposes of this Section 5.4(d),
installment payments will be treated as a single payment.  In addition, any change in the form or timing
of benefits may not:


 


(1)           take
effect for at least 12 months after the date on which the election is made;


 


(2)           in
the case of an election related to a payment described in Sections 5.1, or 5.4(c) or
(d), the first payment with respect to which the new election is made must be
deferred for a period of not less than five years from the date the payment
would otherwise have been made; and


 


(3)           any
election to delay a payment previously elected pursuant to this Section 5.4
may not be made less than 12 months prior to the date of the first scheduled
payment under the prior election.


 


5.5                               Specified Employees.  If the Company is
publicly traded on an established securities market or otherwise on the date of
the Participant’s Separation from Service, any distribution pursuant to Section 5.1
shall not be distributed prior to the date that is six months following the
Participant’s Separation from Service if Participant is deemed a “specified
employee” as defined in Treasury Regulation Section 1.409A-1(i).  Any payments delayed pursuant to this
provision will be paid in a lump sum on the date that is six months following
the date of the Participant’s Separation from Service (or, if earlier, the date
of death of the “specified employee”).


 


 


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5.6                               Incapacity.  In the event of the Participant’s incapacity
(as determined by the Administrator), payment pursuant to Sections 5.1 through
5.4 will be made to the Participant, to the legal guardian or conservator of
the Participant, or to an adult with whom the Participant maintains his or her
residence, as the Administrator in its sole discretion will determine.  Such payment to a legal guardian,
conservator, or adult will fully discharge the Administrator, the Company, each
Participating Employer, and this Plan from further liability on account
thereof.


 


5.7                               Withholding.  The Company may withhold or cause to be
withheld from, or with respect to, any benefit under this Plan any federal,
state, or local taxes required by law to be withheld with respect to such
benefit and such sum as the Company may reasonably estimate as necessary to
cover any taxes for which the Company may be liable and which may be assessed
with regard to such payment.


 


ARTICLE VI

GENERAL PROVISIONS


 


6.1                               Non-Transferability of Interests.  Notwithstanding any
other provision of this Plan, all Deferred Compensation Accounts maintained by
the Company will be general assets of the Company and will be subject to the
claims of such Employer’s general creditors.


 


Except as provided in Section 6.2,
benefits payable to Participants under this Plan may not in any manner be
anticipated, assigned (either at law or in equity), alienated, sold,
transferred, pledged, encumbered, or subjected to attachment, garnishment,
levy, execution, or other legal or equitable process by creditors of the
Participant.


 


6.2                               Domestic Relations Orders.


 


(a)                                  The Administrator shall establish written procedures to
determine whether any Domestic Relations Order directed to this Plan is an
Approved Domestic Relations Order in its sole discretion.  To the extent required under an Approved
Domestic Relations Order, any portion of a Participant’s Deferred Compensation
Account may be paid or set aside for payment to a spouse, former spouse, or
child of the Participant in cash, other property, or both, in the Administrator’s
sole discretion.


 


(b)                                 Where necessary to carry out the terms of an Approved
Domestic Relations Order, a separate account may be established with respect to
the spouse, former spouse, or child.  Any
amount so set aside for a spouse, former spouse, or child shall be paid out in
a single lump sum payment in cash, other property, or both, in the
Administrator’s sole discretion, at the earliest date that benefits may be paid
to the Participant, unless the Domestic Relations Order directs a different
form of payment.  Nothing in this Section 6.2
shall be construed to authorize any amount to be distributed under this Plan at
a time or in a form that is not permitted under the Plan or the Code.


 


(c)                                  A Participant’s right to receive benefits under this Plan
will be reduced to the extent that any portion of a Participant’s Deferred
Compensation Account has been paid or set side for payment to a spouse, former
spouse, or child pursuant to an Approved Domestic Relations Order or to the
extent that the Company, a Participating Employer, or the Plan is otherwise
subject to a binding Domestic Relations Order for the attachment, 


 


 


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garnishment, or execution of any portion of the
Participant’s Deferred Compensation Account or of any distributions
therefrom.  The Participant shall be
deemed to have released the Company, each Participating Employer, the Administrator,
and the Plan from any claim with respect to such amounts in any case in which (1) the
Company, a Participating Employer, the Plan, or any Plan representative has
been served with legal process or otherwise joined in a proceeding relating to such
amounts, (2) the Participant has been notified of the pendency of such
proceeding in the manner prescribed by the law of the jurisdiction in which the
proceeding is pending for service of process or by mail from the Company, a
Participating Employer, the Plan, or a Plan representative to the Participant’s
last known mailing address, and (3) the Participant fails to obtain an
order of the court in the proceeding relieving the Company, each Participating
Employer, the Administrator, or this Plan from the obligation to comply with
the Domestic Relations Order.


 


(d)                                 Neither the Company, any Participating Employer, the Plan,
nor any Plan representative will be obligated to incur any cost to defend
against or set aside any Domestic Relations Order relating to the division,
attachment, garnishment, or execution of the Participant’s Deferred
Compensation Account or of any distribution therefrom.  Notwithstanding the foregoing, if the
Company, a Participating Employer, the Plan, or a Plan representative is joined
in any such proceeding, a Plan representative will take such steps as it deems
necessary and appropriate to protect the terms of the Plan.


 


6.3                               Amendment, Suspension, and Termination.  The Company, in its
sole discretion, at any time may amend, suspend, or terminate this Plan or any
portion thereof in any manner and to any extent.  Such amendment, suspension, or termination of
the Plan will be final and binding on each Participating Employer.  No amendment, suspension, or termination will
alter or impair any then existing Deferred Compensation Accounts without the
consent of the affected Participant. 
Upon termination of the Plan, but only if and to the extent allowed by
section 409A of the Code and guidance published thereunder, amounts credited to
each Participant’s Deferred Compensation Account will be distributed at the
Administrator’s election (provided such election applies uniformly to all such
Participants) in a single lump sum payment (in cash, other property, or both,
at the Administrator’s election) either (a) at any time after 30 days
following the termination of the Plan, or (b) at such time and in such
event as are otherwise provided under the Plan.


 


6.4                               Unfunded Obligation.  This Plan is
intended to be, and will be operated and administered so as to be, a plan that
is unfunded and maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees.  Neither the Company nor any
Participating Employer will make any provision for funding or insuring the
Deferred Compensation Accounts that would cause the Plan to be (a) a “funded”
plan for purposes of Section 404(a)(5) of the Code or Title I of
ERISA, or (b) other than an “unfunded and unsecured promise to pay money
or property in the future” under Treasury Regulations Section 1.83-3(e).  A Participant will be treated as a general,
unsecured creditor of the Company and, if applicable, his or her Participating
Employer at all times under the Plan. 
This Plan constitutes a mere promise by the Company to make the benefit
payments as provided in the future.  It
is the intention of the Company that the Deferred Compensation Accounts be
unfunded for tax purposes and for purposes of Title I of ERISA.


 


 


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The foregoing notwithstanding, the Company
may establish a grantor trust described in Treasury Regulation Sections
1.677(a)-(d) to accumulate assets to pay the Deferred Compensation
Accounts, provided that the trust assets will be subject to the claims of the
Company’s general creditors and will be required to be used to satisfy the
claims of the Company’s general creditors in the event the Company or a
Participating Employer is “insolvent” under the terms of such trust.


 


6.5                               No Right to Employment or Other Benefits.  Nothing contained
herein will be construed as conferring upon any Participant the right to
continue in the employ of the Company or any Participating Employer.  Any compensation deferred and any benefits
paid under this Plan will be disregarded in computing benefits under any
employee benefit plan of the Company or any Participating Employer.


 


6.6                               Claims Procedures.


 


(a)                                  In the event benefits provided under this Plan are not timely
paid, any Participant or, if the Participant is deceased, the Participant’s
designated beneficiary, may file a claim requesting benefits under this Plan by
submitting to the Administrator (or such officer or agent of the Company as the
Administrator may designate for such purpose) a written statement setting out
the general nature of the claim (the “Claim for Benefits”).


 


(b)                                 If a duly submitted Claim for Benefits has not been granted
within 90 days of the submission of the claim, the Claim for Benefits will be
deemed denied for the purposes hereof. 
If a duly submitted Claim for Benefits is wholly or partly denied,
written notice of the denial (the “Notice of Denial”)
will be furnished as provided in Section 6.6(c) hereunder to the
Participant within 90 days after receipt of the Claim for Benefits by the Administrator.


 


(c)                                  Any Notice of Denial provided to a Participant shall set
forth in a manner reasonably calculated to be understood by the Participant:


 


(1)                                  The specific reason or reasons for the denial;


 


(2)                                  Reference to the specific Plan provisions on which the denial
is based;


 


(3)                                  A description of any additional material or information
necessary for the Participant to perfect the Claim for Benefits and an
explanation of why such material or information is necessary; and


 


(4)                                  A description of the Plan’s review procedures and the time
limits applicable to such procedures, including a statement of the Participant’s
right to bring a civil action under section 502(a) of ERISA following
denial of the Claim for Benefits or Request for Review (as defined below).


 


 


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(d)                                 Within 60 days after receipt of any Notice of Denial as
herein provided, the Participant may request review of the denied Claim for
Benefits by submitting a written request therefor to the Administrator (the “Request
for Review”).


 


(e)                                  Upon submission of the Request for Review, and before
issuance of the decision on review, the Participant will be provided, upon
request and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant, in the Administrator’s sole
discretion, to the Participant’s Claim for Benefits.


 


(f)                                    Within 30 days after submission of the Request for Review,
the Participant may submit written comments, documents, records, and other
information relating to the Claim for Benefits to the Administrator.  In addition, upon request of the Participant,
or upon its own motion, the Administrator may, but will not be required to,
provide the Participant an opportunity for a hearing before the Administrator.


 


(g)                                 Within 60 days after receipt of a Request for Review, the
Administrator will render its decision unless special circumstances (such as
the need to hold a hearing) require an extension of time for processing the
Request for Review and the Administrator furnishes written notice of the
extension to the Participant, in which case a decision will be rendered as soon
as possible, but in no event later than 120 days after receipt of the Request
for Review.


 


(h)                                 The decision on review will be in writing and will include:


 


(1)                                  Specific reasons for the decision, written in a manner
reasonably calculated to be understood by the Participant;


 


(2)                                  Reference to the specific Plan provisions on which the
decision is based;


 


(3)                                  A statement that the Participant 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 Participant’s Claim for
Benefits; and


 


(4)                                  A statement of the Participant’s right to bring an action
under section 502(a) of ERISA.


 


6.7                               Inurement.  This Plan will be binding upon and inure to
the benefit of the Company, each Participating Employer, their successors and
assigns, the Participant, and his or her heirs, executors, personal
representatives, administrators and beneficiaries.


 


6.8                               Notice.  Any notice, consent, or demand required or
permitted to be given under the provisions of this Plan will be in writing, and
will be signed by the party giving or making the same.  If such notice, consent, or demand is mailed
to a party pursuant hereto, it will be sent by United States certified mail,
postage prepaid, addressed to such party’s last known address as shown in the
records of the Company.  The date of such
mailing will be deemed the date of notice, consent, or demand.  Either party may change the address to which
notice is to be sent by giving notice of change of address in the manner
aforesaid.


 


 


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6.9                               Governing Law.  This Plan, and the rights of the parties
hereunder, will be governed by and construed in accordance with the laws of the
State of Kansas, without reference to the principles of conflict of laws.


 


6.10                        Taxation.  This Plan is intended to provide tax-deferred
benefits under certain provisions of the Code, including section 409A of the
Code and the guidance promulgated thereunder. 
To the extent the Plan fails to satisfy the requirements of section 409A
of the Code and related guidance, the Company may, but shall not be required
to, modify the Plan, in its sole discretion, to the limited extent necessary to
satisfy section 409A of the Code and related guidance without the consent of
any Participant.  Upon any Internal
Revenue Service finding that compensation intended to be deferred for federal
income tax purposes pursuant to this Plan is immediately taxable to a
Participant for such purposes, the Company may, but shall not be required to,
amend this Plan to comply with the Internal Revenue Service requirements
necessary to achieve the desired federal income tax benefits relating to this
Plan without the consent of any Participant. 
Notwithstanding the foregoing, each Participant agrees to be liable for
any tax that may be imposed by the Internal Revenue Service or any other taxing
entity with respect to any benefits provided pursuant to this Plan (including,
without limitation, any and all withholding taxes), irrespective of whether
such tax consequences were intended pursuant to this Plan.


 


 


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