exv10w33





 EXHIBIT 10.33

CASH AMERICA INTERNATIONAL, INC.




NONQUALIFIED SAVINGS PLAN




As Amended and Restated

Effective January 1, 2009





 









 








CASH AMERICA INTERNATIONAL, INC.




NONQUALIFIED SAVINGS PLAN




     Effective as of the 1st day of January, 2009, Cash America International, Inc. (the
“Controlling Company”) hereby amends and restates the Cash America International, Inc. Nonqualified
Savings Plan (the “Plan”).



BACKGROUND AND PURPOSE




     A. Background. The Plan was initially adopted effective as of July 1, 1996, and was
most recently amended and restated effective as of January 1, 2002. Effective January 1, 2009, the
Plan, as set forth in this document, is intended and should be construed as a restatement and
continuation of the Plan as previously in effect.



     B. Goal. The Controlling Company desires to provide its designated key management
employees (and those of its affiliated companies that participate in the Plan) with an opportunity
(i) to defer the receipt and income taxation of a portion of such employees’ annual compensation
and (ii) to receive, on a deferred basis, matching contributions made with respect to at least a
portion of such employees’ own deferrals.



     C. Coordination with 401(k) Plan. The Plan is intended to be used solely for the
purpose of allowing eligible employees to maximize the retirement benefits they otherwise would be
able to attain under the Controlling Company’s 401(k) plan, but for the limits on contributions and
benefits applicable to such plan under the Internal Revenue Code of 1986, as amended (the “Code”);
including, without limitation, the maximum limits on compensation, employee deferrals and
allocations (under Code Sections 401(a)(17), 402(g) and 415, respectively); and the discrimination
testing limits (under Code Sections 401(k) and 401(m)). To this end, the Plan previously provided
for the spillover from the Plan to the 401(k) plan of such employee deferral and matching
contribution amounts as may be permissible without violating any of such Code limits.



     D. Purpose. The purpose of the Plan document is to set forth the terms and conditions
pursuant to which these deferrals and contributions may be made and to describe the nature and
extent of the employees’ rights to their deferred amounts and employer contributions.



     E. Type of Plan. The Plan constitutes an unfunded, nonqualified deferred compensation
plan that benefits certain designated employees who are within a select group of key management or
highly compensated employees. It is intended that this Plan comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended.



 









 





STATEMENT OF AGREEMENT




     To amend and restate the Plan with the purposes and goals as hereinabove described, the
Controlling Company hereby sets forth the terms and provisions of the Plan, as follows:




 









 








CASH AMERICA INTERNATIONAL, INC.

NONQUALIFIED SAVINGS PLAN




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	1	 
	1.1
	 	Account	 	 	1	 
	1.2
	 	ACP Test	 	 	1	 
	1.3
	 	ADP Test	 	 	1	 
	1.4
	 	Administrative Committee	 	 	1	 
	1.5
	 	Annual Bonus	 	 	1	 
	1.6
	 	Annual Bonus Deferrals	 	 	1	 
	1.7
	 	Annual Bonus Election	 	 	1	 
	1.8
	 	Beneficiary	 	 	1	 
	1.9
	 	Board	 	 	1	 
	1.10
	 	Business Day	 	 	1	 
	1.11
	 	Change in Control	 	 	2	 
	1.12
	 	Code	 	 	2	 
	1.13
	 	Company	 	 	2	 
	1.14
	 	Company Stock	 	 	2	 
	1.15
	 	Company Stock Fund	 	 	2	 
	1.16
	 	Compensation	 	 	2	 
	1.17
	 	Controlled Group	 	 	3	 
	1.18
	 	Controlling Company	 	 	3	 
	1.19
	 	Deferral Contributions	 	 	3	 
	1.20
	 	Deferral Election	 	 	3	 
	1.21
	 	Effective Date	 	 	3	 
	1.22
	 	Eligible Employee	 	 	3	 
	1.23
	 	ERISA	 	 	4	 
	1.24
	 	FICA Tax	 	 	4	 
	1.25
	 	Financial Hardship	 	 	4	 
	1.26
	 	Investment Election	 	 	4	 
	1.27
	 	Investment Funds	 	 	4	 
	1.28
	 	Key Employee	 	 	4	 
	1.29
	 	Matching Compensation	 	 	4	 
	1.30
	 	Matching Contributions	 	 	5	 
	1.31
	 	Participant	 	 	5	 
	1.32
	 	Payment Date	 	 	5	 
	1.33
	 	Plan	 	 	5	 
	1.34
	 	Plan Year	 	 	5	 
	1.35
	 	Post-409A Account	 	 	5	 
	1.36
	 	Pre-409A Account	 	 	5	 
	1.37
	 	Savings Plan	 	 	5	 






i









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	1.38
	 	Section 401(a)(17) Limitation	 	 	5	 
	1.39
	 	Section 402(g) Limitation	 	 	5	 
	1.40
	 	Separate from Service or Separation from Service	 	 	5	 
	 
	 	(a)     Leaves of Absence	 	 	6	 
	 
	 	(b)     Status Change	 	 	6	 
	 
	 	(c)     Termination of Employment	 	 	6	 
	1.41
	 	Spillover Contributions	 	 	7	 
	1.42
	 	Spillover Election	 	 	7	 
	1.43
	 	Surviving Spouse	 	 	8	 
	1.44
	 	Trust or Trust Agreement	 	 	8	 
	1.45
	 	Trust Fund	 	 	8	 
	1.46
	 	Trustee	 	 	8	 
	1.47
	 	Valuation Date	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE II ELIGIBILITY AND PARTICIPATION	 	 	9	 
	2.1
	 	Eligibility	 	 	9	 
	2.2
	 	Procedure for Admission	 	 	9	 
	2.3
	 	Cessation of Eligibility	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE III PARTICIPANTS’ ACCOUNTS; DEFERRALS AND CREDITING	 	 	10	 
	3.1
	 	Participants’ Accounts	 	 	10	 
	 
	 	(a)     Establishment of Accounts	 	 	10	 
	 
	 	(b)     Nature of Contributions and Accounts	 	 	10	 
	3.2
	 	Deferral Contributions	 	 	10	 
	 
	 	(a)     Deadline	 	 	10	 
	 
	 	(b)     Irrevocability and Term of Election	 	 	11	 
	(1)
	 	Generally	 	 	11	 
	(2)
	 	Effect of Transfers Between Related Entities	 	 	11	 
	 
	 	(c)     Amount	 	 	11	 
	(1)
	 	Deferral Election	 	 	12	 
	(2)
	 	Annual Bonus Election	 	 	12	 
	3.3
	 	Crediting of Deferred Compensation	 	 	12	 
	3.4
	 	Matching Contributions	 	 	12	 
	3.5
	 	Spillover Contributions	 	 	12	 
	 
	 	(a)     General	 	 	12	 
	 
	 	(b)     Timing and Amount	 	 	13	 
	 
	 	(c)     Debiting of Spillover Contributions	 	 	13	 
	3.6
	 	Debiting of Distributions	 	 	13	 
	3.7
	 	Crediting of Earnings	 	 	13	 
	3.8
	 	Vesting	 	 	13	 
	 
	 	(a)     General	 	 	13	 
	 
	 	(b)     Change in Control	 	 	13	 
	 
	 	(c)     Job Abolishment	 	 	13	 
	3.9
	 	Notice to Participants of Account Balances	 	 	14	 
	3.10
	 	Good Faith Valuation Binding	 	 	14	 
	3.11
	 	Errors and Omissions in Accounts	 	 	14	 






ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE IV INVESTMENT FUNDS	 	 	15	 
	4.1
	 	Selection by Administrative Committee	 	 	15	 
	4.2
	 	Participant Direction of Deemed Investments	 	 	15	 
	 
	 	(a)     Nature of Participant Direction	 	 	15	 
	 
	 	(b)     Investment of Contributions	 	 	15	 
	 
	 	(c)     Investment of Existing Account Balances	 	 	15	 
	 
	 	(d)     Administrative Committee Discretion	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE V PAYMENT OF POST-409A ACCOUNT BALANCES	 	 	17	 
	5.1
	 	Amount of Benefit Payments for Post-409A Account	 	 	17	 
	5.2
	 	Timing and Form of Distribution of Post-409A Account	 	 	17	 
	 
	 	(a)     Timing of Distributions	 	 	17	 
	(1)
	 	Default Timing of Distribution	 	 	17	 
	(2)
	 	Payment Date Election	 	 	17	 
	 
	 	(b)     Form of Distribution for Post-409A Account Balances	 	 	18	 
	(1)
	 	Single-Sum Payment	 	 	18	 
	(2)
	 	Annual Installments	 	 	18	 
	 
	 	(A)     Election of Annual Installments	 	 	18	 
	 
	 	(B)     Installment Periods	 	 	19	 
	 
	 	(c)     Modifications of Form and Timing	 	 	19	 
	(1)
	 	Availability of Election	 	 	19	 
	(2)
	 	Delay in Payment Date	 	 	19	 
	(3)
	 	Restrictions	 	 	19	 
	 
	 	(d)     Medium of Payment	 	 	20	 
	 
	 	(e)     Order of Distribution	 	 	20	 
	 
	 	(f)     Cash-out	 	 	20	 
	(1)
	 	Employee Deferral Cashout	 	 	20	 
	(2)
	 	Cashout of Employer Contributions	 	 	20	 
	(3)
	 	Documentation of Determination	 	 	20	 
	(4)
	 	Six Month Delay for Key Employees	 	 	20	 
	5.3
	 	Death Benefits	 	 	21	 
	5.4
	 	Hardship Withdrawals	 	 	21	 
	5.5
	 	Offset of Benefit by Amounts Owed to the Company	 	 	21	 
	5.6
	 	Taxes	 	 	22	 
	 
	 	(a)     Amounts Payable Whether or Not Account is in Pay Status	 	 	22	 
	 
	 	(b)     Amounts Payable Only if Account is in Pay Status	 	 	22	 
	 
	 	(c)     Method of Payment	 	 	22	 
	5.7
	 	No Acceleration of Post-409A Account Payments	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE VI PAYMENT OF PRE-409A ACCOUNT BALANCES	 	 	23	 
	6.1
	 	Benefit Payments of Pre-409A Account Upon Termination of Service for	 	 	 	 
	 
	 	Reasons Other Than Death	 	 	23	 
	 
	 	(a)     General Rule Concerning Benefit Payments	 	 	23	 
	 
	 	(b)     Timing of Distribution	 	 	23	 
	6.2
	 	Form of Distribution for Pre-409A Account	 	 	24	 
	 
	 	(a)     Single-Sum Payment	 	 	24	 
	 
	 	(b)     Annual Installments	 	 	24	 
	 
	 	(c)     Multiple Forms of Distribution	 	 	24	 






iii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	 
	 	(d)     Form of Assets	 	 	24	 
	 
	 	(e)     Order of Distribution	 	 	24	 
	6.3
	 	Death Benefits for Pre-409A Accounts	 	 	25	 
	6.4
	 	Withdrawals from Pre-409A Accounts	 	 	25	 
	 
	 	(a)     Hardship Withdrawals	 	 	25	 
	 
	 	(b)     Withdrawals with Forfeiture	 	 	25	 
	6.5
	 	Taxes	 	 	26	 
	6.6
	 	Offset of Benefit by Amounts Owed to the Controlling Company	 	 	26	 
	 
	 	 	 	 	 	 
	ARTICLE VII CLAIMS	 	 	27	 
	7.1
	 	Rights	 	 	27	 
	7.2
	 	Claims	 	 	27	 
	 
	 	(a)     Initial Claim	 	 	27	 
	 
	 	(b)     Appeal	 	 	27	 
	 
	 	(c)     Satisfaction of Claims	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE VIII SOURCE OF FUNDS; TRUST	 	 	29	 
	8.1
	 	Source of Funds	 	 	29	 
	8.2
	 	Trust	 	 	29	 
	8.3
	 	Funding Prohibition under Certain Circumstances	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE IX ADMINISTRATIVE COMMITTEE	 	 	30	 
	9.1
	 	Action	 	 	30	 
	9.2
	 	Rights and Duties	 	 	30	 
	9.3
	 	Compensation, Indemnity and Liability	 	 	31	 
	 
	 	 	 	 	 	 
	ARTICLE X AMENDMENT AND TERMINATION	 	 	32	 
	10.1
	 	Amendments	 	 	32	 
	10.2
	 	Freezing or Termination of Plan	 	 	32	 
	 
	 	(a)     Freezing	 	 	32	 
	 
	 	(b)     Termination	 	 	32	 
	 
	 	 	 	 	 	 
	ARTICLE XI MISCELLANEOUS	 	 	33	 
	11.1
	 	Beneficiary Designation	 	 	33	 
	 
	 	(a)     General	 	 	33	 
	 
	 	(b)     No Designation or Designee Dead or Missing	 	 	33	 
	11.2
	 	Distribution pursuant to a Domestic Relations Order	 	 	33	 
	11.3
	 	Taxation	 	 	33	 
	11.4
	 	Elections Prior to 2009	 	 	33	 
	11.5
	 	No Employment Contract	 	 	34	 
	11.6
	 	Headings	 	 	34	 
	11.7
	 	Gender and Number	 	 	34	 
	11.8
	 	Assignment of Benefits	 	 	34	 
	11.9
	 	Legally Incompetent	 	 	34	 
	11.10
	 	Governing Law	 	 	34	 







iv











 





ARTICLE I

DEFINITIONS




     For purposes of the Plan, the following terms, when used with an initial capital letter, shall
have the meaning set forth below unless a different meaning plainly is required by the context.



     1.1 Account shall mean, with respect to a Participant or Beneficiary, the total dollar
amount or value evidenced by the last balance posted in accordance with the terms of the Plan to
the account record established for such Participant or Beneficiary. As determined by the
Administrative Committee, an Account may be divided into separate subaccounts.



     1.2 ACP Test shall mean the actual contribution percentage test under Code Section 401(m)
as applicable to the Savings Plan.



     1.3 ADP Test shall mean the actual deferral percentage test under Code Section 401(k) as
applicable to the Savings Plan.



     1.4 Administrative Committee shall mean the administrative committee of the Savings Plan,
or such other committee as shall be appointed by the Board, which shall act on behalf of the
Controlling Company to administer the Plan, all as provided in Article IX.



     1.5 Annual Bonus shall mean that portion of an Eligible Employee’s Compensation that is an
annual cash bonus, determined and payable on an annual basis under a plan adopted by the Company,
and payable prior to Separation from Service. For clarity, 2008 special incentive awards shall not
be considered “Annual Bonuses” under this Plan.



     1.6 Annual Bonus Deferrals shall mean, for each Plan Year, that portion of a Participant’s
Annual Bonus deferred under the Plan pursuant to Section 3.2.



     1.7 Annual Bonus Election shall mean an election through which a Participant may elect to
defer under the Plan all or a portion of his Annual Bonus. Such election may be made in writing,
through an interactive telephone or internet-based system or in such other manner as the
Administrative Committee may prescribe.



     1.8 Beneficiary shall mean, with respect to a Participant, the person(s) designated or
identified in accordance with Section 11.1 to receive any death benefits that may be payable under
the Plan upon the death of the Participant.



     1.9 Board shall mean the Board of Directors of the Controlling Company.



     1.10 Business Day shall mean each day on which the Trustee operates, and is open to the
public, for its business.



1









 





     1.11 Change in Control shall mean, with respect to the Controlling Company or any member of
its Controlled Group, one of the following:



          (a) The acquisition by any person (as such term is used in Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended), together with affiliates and associates of such
person, whether by purchase, tender offer, exchange, reclassification, recapitalization, merger or
otherwise, of a sufficient number of shares of the voting securities of the Controlling Company (or
such other Controlled Group member) to first provide such person with 50 percent or more of the
combined voting power of the Controlling Company’s (or such other Controlled Group member’s) then
outstanding voting securities, which purchase is not approved by the Board (or the board of
directors or other managing body of such other Controlled Group member); or



          (b) The cessation, for any reason during any period of 24 consecutive months, of individuals
who at the beginning of such period constitute the Board (or the board of directors or other
managing body of such other Controlled Group member), to constitute at least a majority thereof,
unless the election of each director who was not a director at the beginning of such period has
been approved in advance by a majority of the continuing directors then in office; or



          (c) The sale by the Controlling Company (or such other Controlled Group member), in one
transaction or a series of related transactions, whether in liquidation, dissolution or otherwise,
of assets or earning power aggregating more than 50 percent of the assets or earning power of the
Controlling Company (or such other Controlled Group member) and its subsidiaries (taken as a whole)
to any other entity or entities.



     1.12 Code shall mean the Internal Revenue Code of 1986, as amended, and any succeeding
federal tax provisions.



     1.13 Company shall mean the Controlling Company and all members of its Controlled Group,
except (i) any Controlled Group members that affirmatively elect not to participate in the Plan;
and (ii) any Controlled Group members that are not U.S. companies that do not affirmatively elect
to participate in the Plan.



     1.14 Company Stock shall mean the common stock of the Controlling Company.



     1.15 Company Stock Fund shall mean the Investment Fund invested primarily in the common
stock of the Controlling Company.



     1.16 Compensation shall mean, for a Participant for any Plan Year, the total of:



          (a) Such Participant’s compensation, based on the definition that is used under the Savings
Plan for purposes of determining the amount of his before-tax and matching contributions thereunder
as of the last day of the immediately preceding Plan Year, but disregarding the Section 401(a)(17)
Limitation; plus



          (b) Deferral Contributions, to the extent otherwise excluded from the compensation determined
under subsection (a); plus



2









 





          (c) Compensation during any portion of the Plan Year while the Participant was not an active
participant in the Savings Plan, to the extent otherwise excluded; minus



          (d) Severance pay and any other Compensation payable after the date of the Participant’s
Separation from Service.


For clarity, Compensation shall not include the one-time special awards granted on January 23,
2008. Compensation payable after the last day of the Plan Year for services performed during the
final payroll period described in Code Section 3401(b) containing the last day of the Plan Year
shall be treated as Compensation for services performed in the Plan Year during which such amount
is paid.




     1.17 Controlled Group shall mean the Controlling Company and any other entity that is
required to be aggregated with the Controlling Company under Code Sections 414(b) or (c). For
clarity, for purposes of determining whether a Separation from Service has occurred, the term
“Controlled Group” shall include the Controlling Company and all entities that would be treated as
a single employer with the Controlling Company under Code Section 414(b) or (c), using “at least 80
percent” in applying such rules.



     1.18 Controlling Company shall mean Cash America International, Inc., a corporation with
its principal place of business in Fort Worth, Texas.



     1.19 Deferral Contributions shall mean, for each Plan Year, that portion of a Participant’s
Compensation (including Annual Bonus deferrals) deferred under the Plan pursuant to Section 3.2.



     1.20 Deferral Election shall mean an election through which a Participant may elect to
defer under the Plan a portion of his Compensation (other than his Annual Bonus). Such election
may be made in writing, through an interactive telephone or internet-based system or in such other
manner as the Administrative Committee may prescribe.



     1.21 Effective Date shall mean January 1, 2009, the date this amendment and restatement of
the Plan generally shall be effective. The Plan was initially effective on July 1, 1996.



     1.22 Eligible Employee shall mean, for a Plan Year, an individual:



          (a) Who is a member of a select group of highly compensated or key management employees of the
Company; and



          (b) Who is a “highly compensated employee” under the Savings Plan for such Plan Year, or is
selected by the Administrative Committee before the beginning of the Plan Year to be an Eligible
Employee for such Plan Year; and



          (c) Who is not a nonresident alien with no U.S.-source income from employment with the
Controlled Group as of the first day of the Plan Year.


For clarity, an individual’s status as an Eligible Employee may change from Plan Year to Plan


3









 






Year.




     1.23 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.



     1.24 FICA Tax shall mean the Federal Insurance Contributions Act tax imposed under Code
Sections 3101, 3121(a) and 3121(v)(2).



     1.25 Financial Hardship shall mean a severe financial hardship to the Participant resulting
from a sudden and unexpected illness or accident of the Participant or of the Participant’s
dependent (as defined in Code Section 152(a)), loss of the Participant’s property due to casualty,
or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond
the control of the Participant. Financial Hardship shall be determined by the Administrative
Committee on the basis of the relevant facts of each case, including information supplied by the
Participant in accordance with uniform guidelines prescribed from time to time by the
Administrative Committee; provided, the Participant will be deemed not to have a Financial Hardship
to the extent that such hardship is or may be relieved:



          (a) Through reimbursement or compensation from insurance or otherwise;



          (b) By liquidation of the Participant’s assets, to the extent the liquidation of assets would
not itself cause severe financial hardship; or



          (c) By cessation of deferrals under the Plan or the Savings Plan.


Examples of what could not be considered a Financial Hardship include the need to send a
Participant’s child to college or the desire to purchase a home.




     1.26 Investment Election shall mean an election, made in such form as the Administrative
Committee may direct, pursuant to which a Participant may elect the Investment Funds in which the
amounts credited to his Account shall be deemed to be invested.



     1.27 Investment Funds shall mean the investment funds and models selected from time to time
by the Administrative Committee for purposes of determining the rate of return on amounts deemed
invested pursuant to the terms of the Plan.



     1.28 Key Employee shall mean a Participant who meets the requirements to be considered a
“specified employee” as defined in Code Section 409A as of: (i) for a Participant who Separates
from Service on or after the first day of a Plan Year and before the first day of the fourth month
of such Plan Year the December 31 of the second Plan Year preceding the Plan Year in which such
Participant Separates from Service; or (ii) for any other Participant, the preceding December 31.
For purposes of identifying Key Employees, the Participant’s compensation shall mean all of the
items listed in Treasury Regulations Section 1.415(c)-2(b), and excluding all of the items listed
in Treasury Regulations Section 1.415(c)-2(c).



     1.29 Matching Compensation shall mean, for a Participant for a Plan Year, the portion of
the Participant’s Compensation that exceeds the limitation applicable for such Plan Year under



4









 







Code Section 401(a)(17). For the Plan Year beginning January 1, 2009, Matching Compensation shall
also include that portion of the Participant’s Compensation attributable to the Annual Bonus earned
during 2008 and payable in 2009.



     1.30 Matching Contributions shall mean, for each Plan Year, the amount credited to a
Participant’s Account pursuant to Section 3.4.



     1.31 Participant shall mean any person who has been admitted to, and has not been removed
from, participation in the Plan pursuant to the provisions of Article II.



     1.32 Payment Date shall mean the date on which all or a portion of the Participant’s
benefit is scheduled to be paid (in the case of a lump sum payment) or commenced (in the case of
installment payments) pursuant to the terms of the Plan.



     1.33 Plan shall mean the Cash America International, Inc. Nonqualified Savings Plan, as
contained herein and all amendments hereto. For tax purposes and purposes of Title I of ERISA, the
Plan is intended to be an unfunded, nonqualified deferred compensation plan covering certain
designated employees who are within a select group of key management or highly compensated
employees.



     1.34 Plan Year shall mean the 12-consecutive-month period ending on December 31 of each
year.



     1.35 Post-409A Account shall mean the portion of a Participant’s Account that is not the
Participant’s Pre-409A Account.



     1.36 Pre-409A Account shall mean the portion of a Participant’s Account attributable to (i)
the balance of the Participant’s Account that was earned and vested as of December 31, 2004, plus
(ii) any contributions to the Account after December 31, 2004, the right to which was earned and
vested as of December 31, 2004, to the extent such contributions are actually made.



     1.37 Savings Plan shall mean the Cash America International, Inc. 401(k) Savings Plan.



     1.38 Section 401(a)(17) Limitation shall mean the limitation imposed under Code Section
401(a)(17) that establishes, subject to cost-of-living adjustments, the maximum amount of
compensation that can be taken into account for any year under the Savings Plan.



     1.39 Section 402(g) Limitation shall mean the limitation imposed under Code Section 402(g)
that establishes, subject to cost-of-living adjustments, the maximum amount of elective deferrals
that any Participant may contribute for any year to the Savings Plan.



     1.40 Separate from Service or Separation from Service shall mean that a Participant
separates from service with all members of the Controlled Group as defined in Code Section 409A and
guidance issued thereunder. Generally, a Participant separates from service if the Participant
dies, retires, or otherwise has a termination of employment with all members of the Controlled
Group, determined in accordance with the following:



5









 





          (a) Leaves of Absence. The employment relationship is treated as continuing intact while
the Participant is on military leave, sick leave, or other bona fide leave of absence if the period
of such leave does not exceed 6 months, or, if longer, so long as the Participant retains a right
to reemployment with the Controlled Group under an applicable statute or by contract. A leave of
absence constitutes a bona fide leave of absence only while there is a reasonable expectation that
the Participant will return to perform services for the Controlled Group. If the period of leave
exceeds 6 months and the Participant does not retain a right to reemployment under an applicable
statute or by contract, the employment relationship is deemed to terminate on the first date
immediately following such 6-month period. Notwithstanding the foregoing, where a leave of absence
is due to any medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than 6 months, where such
impairment causes the Participant to be unable to perform the duties of his or her position of
employment or any substantially similar position of employment, a 29-month period of absence shall
be substituted for such 6-month period.



          (b) Status Change. Generally, if a Participant performs services both as an employee and
an independent contractor, such Participant must separate from service both as an employee, and as
an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as
having a Separation from Service. However, if a Participant provides services as an employee and
as a member of the Board of Directors, the services provided as a director are not taken into
account in determining whether the Participant has a Separation from Service as an employee for
purposes of this Plan.



          (c) Termination of Employment. Whether a termination of employment has occurred is
determined based on whether the facts and circumstances indicate that the Controlled Group and the
Participant reasonably anticipate that (i) no further services will be performed after a certain
date, or (ii) the level of bona fide services the Participant will perform after such date (whether
as an employee or as an independent contractor) will permanently decrease to no more than 20
percent of the average level of bona fide services performed (whether as an employee or an
independent contractor) over the immediately preceding 36-month period (or the full period of
services to the Controlled Group if the Participant has been providing services to the Controlled
Group less than 36 months). Facts and circumstances to be considered in making this determination
include, but are not limited to, whether the Participant continues to be treated as an employee for
other purposes (such as continuation of salary and participation in employee benefit programs),
whether similarly situated service providers have been treated consistently, and whether the
Participant is permitted, and realistically available, to perform services for other service
recipients in the same line of business. For periods during which a Participant is on a paid bona
fide leave of absence and has not otherwise terminated employment as described in subsection (a)
above, for purposes of this subsection the Participant is treated as providing bona fide services
at a level equal to the level of services that the Participant would have been required to perform
to receive the compensation paid with respect to such leave of absence. Periods during which a
Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment
are disregarded for purposes of this subsection (including for purposes of determining the
applicable 36-month (or shorter) period).



6









 





     1.41 Spillover Contributions shall mean, with respect to each Participant for Plan Years
beginning before January 1, 2008, the Spillover Contributions determined pursuant to the terms of
the Plan as in effect for such Plan Year. For each Participant for the Plan Year beginning January
1, 2008, Spillover Contributions shall mean an amount equal to the lesser of (a) or (b), as
follows:



          (a) the amount determined by the Administrative Committee of the Savings Plan as the maximum
amount of Deferral Contributions other than Annual Bonus Deferrals made on behalf of the
Participant for the Plan Year beginning January 1, 2008, plus Annual Bonus Deferrals made on behalf
of the Participant during 2008 with respect to the Annual Bonus earned during 2007, plus Matching
Contributions attributable to all such Deferral Contributions and Annual Bonus Deferrals, which
otherwise could have been contributed to the Savings Plan for the Plan Year beginning January 1,
2008:




          (1) that is consistent with the Section 402(g) Limitation, and




          (2) that would not cause the Savings Plan to fail the ADP Test and/or the ACP Test,
if those tests were applied by (i) assuming that each Participant who is a “highly
compensated employee” under the Savings Plan could contribute a uniform maximum percentage
of his wages reportable on Box 1 of Form W-2 under the Savings Plan, and (ii) not
including any Spillover Contributions in a Participant’s compensation for testing purposes
under the Savings Plan.



          (b) the total amount of Deferral Contributions other than Annual Bonus Deferrals that are made
on behalf of such Participant for the Plan Year beginning January 1, 2008, plus Annual Bonus
Deferrals made on behalf of the Participant during 2008 with respect to the Annual Bonus earned
during 2007, plus Matching Contributions attributable to all such Deferral Contributions and Annual
Bonus Deferrals, which have not been distributed to the Participant or his Beneficiary on or before
December 31, 2008.


Spillover Contributions shall not include earnings and/or losses credited to a Participant’s
Account under the Plan. In addition, Spillover Contributions shall include only that portion of a
Participant’s Annual Bonus (and Matching Contributions attributable to such portion of his Annual
Bonus) which is deferred pursuant to an Annual Bonus Election and which would have been contributed
to the Plan if the same deferral percentage that the Participant elected under his Deferral
Election in effect for 2008 had been applied to such Annual Bonus (for example, if a Participant
has made a Deferral Election to defer 5 percent of his Compensation for 2008, the maximum
percentage of his Annual Bonus paid during 2008 that may be included in his Spillover Contribution
will be 5 percent). To the extent the Participant’s Account is deemed invested in the Company
Stock Fund, Spillover Contributions shall be made first in the form of whole shares of Controlling
Company common stock (to the extent the value of such shares does not exceed the amount of the
Spillover Contribution), and then in cash.




     1.42 Spillover Election shall mean an election for a Plan Year beginning before January 1,
2009, through which a Participant elected to transfer Spillover Contributions to the Savings Plan.
Such election could be made in writing, through an interactive telephone or internet-based system
or in such other manner as the Administrative Committee may prescribe.



7









 





     1.43 Surviving Spouse shall mean, with respect to a Participant, the person who is treated
as married to such Participant under the laws of the state in which the Participant resides. The
determination of a Participant’s Surviving Spouse shall be made as of the date of such
Participant’s death.



     1.44 Trust or Trust Agreement shall mean the separate agreement or agreements
between the Controlling Company and the Trustee governing the Trust Fund, and all amendments
thereto.



     1.45 Trust Fund shall mean the total amount of cash and other property held by the Trustee
(or any nominee thereof) at any time under the Trust Agreement.



     1.46 Trustee shall mean the party or parties so designated from time to time pursuant to
the terms of the Trust Agreement.



     1.47 Valuation Date shall mean each Business Day; provided, the value of an Account on a
day other than a Valuation Date shall be the value determined as of the immediately preceding
Valuation Date.



8









 





ARTICLE II

ELIGIBILITY AND PARTICIPATION




     2.1 Eligibility.



          Each individual who is both an Eligible Employee and eligible to participate in the Savings
Plan as of the first day of a Plan Year (whether or not he elects to make before-tax contributions
to the Savings Plan) shall be eligible to participate in the Plan for the entire Plan Year.



     2.2 Procedure for Admission.



          The Administrative Committee may require an Eligible Employee to complete such forms and
provide such data as the Administrative Committee determines in its sole discretion. Such forms
and data may include, without limitation, the Eligible Employee’s Deferral Election, Annual Bonus
Election, acceptance of the terms and conditions of the Plan and the designation of a Beneficiary
to receive any death benefits payable hereunder.



     2.3 Cessation of Eligibility.



          An employee shall cease active participation in the Plan if he ceases to satisfy the criteria
which qualified him as an Eligible Employee, in which case his Deferral Election and Annual Bonus
Election shall not apply to Compensation earned in any Plan Year during which he does not satisfy
the requirements as an Eligible Employee. An employee shall cease active participation in the Plan
upon his Separation from Service, in which case his Deferral Election and Annual Bonus Election
shall not apply to Compensation payable after Separation from Service. Even if his active
participation in the Plan ends, an employee shall remain an inactive Participant in the Plan until
the earlier of (i) the date the full amount of his vested Account (if any) is spilled over and/or
distributed from the Plan, or (ii) the date he again becomes an Eligible Employee and recommences
active participation in the Plan. During the period of time that an employee is an inactive
Participant in the Plan, his vested Account shall continue to be credited with earnings as provided
for in Section 3.7.



9









 





ARTICLE III

PARTICIPANTS’ ACCOUNTS; DEFERRALS AND CREDITING




     3.1 Participants’ Accounts.



          (a) Establishment of Accounts. The Administrative Committee shall establish and maintain
an Account on behalf of each Participant. Each Account shall be credited with (i) Deferral
Contributions, (ii) Matching Contributions, and (iii) earnings attributable to such Account, and
shall be debited by the amount of any distributions, including, for Plan Years beginning before
January 1, 2009, Spillover Contributions. Each Account shall be subdivided into a Pre-409A Account
and a Post-409A Account, which shall be separately accounted for under the Plan. Each Account of a
Participant shall be maintained until the vested value thereof has been distributed to or on behalf
of such Participant or his Beneficiary.



          (b) Nature of Contributions and Accounts. Deferral Contributions, Matching Contributions
and earnings credited to a Participant’s Account shall be represented solely by bookkeeping entries
and, except as provided in Article VIII, no moneys or other assets shall actually be set aside for
such Participant. All payments to a Participant under the Plan shall be made from the general
assets of the Company. The Administrative Committee or the Board shall allocate the total
liability to pay benefits under the Plan among the Controlling Company and the members of its
Controlled Group comprising the Company in such manner and amount as the Administrative Committee
or the Board (as applicable) in its sole discretion deems appropriate. Any assets which may be
acquired by the Company in anticipation of its obligations under the Plan shall be part of the
general assets of the Company. The Company’s obligation to pay benefits under the Plan constitutes
a mere promise of the Company to pay such benefits, and a Participant or Beneficiary shall be and
remain no more than an unsecured, general creditor of the Company.



     3.2 Deferral Contributions. Subject to the suspension period under Section 6.4(b), each
Eligible Employee who is eligible to participate in the Plan for a Plan Year may elect to have
Deferral Contributions made on his behalf for such Plan Year by completing and delivering to the
Company (or its designee) a Deferral Election and/or, if permitted by the Administrative Committee,
an Annual Bonus Election, setting forth the terms of his election(s). Subject to the terms and
conditions set forth below, (i) a Deferral Election may provide for (A) the reduction of an
Eligible Employee’s Compensation (exclusive of Annual Bonus amounts) earned during the Plan Year
for which the Deferral Election is in effect, or (B) the reduction of an Eligible Employee’s
Compensation (exclusive of Annual Bonus amounts) earned during the Plan Year for which the Deferral
Election is in effect, only to the extent such Compensation exceeds the limit applicable for such
Plan Year under Code Section 401(a)(17); and (ii) an Annual Bonus Election shall provide for the
reduction of an Eligible Employee’s Annual Bonus earned during the Plan Year for which the Annual
Bonus Election is in effect. The following terms shall apply to such elections:



          (a) Deadline. A Participant’s Deferral Election and Annual Bonus Election for the
Compensation earned during a Plan Year must be made within the time period prescribed by the



10









 







Administrative Committee and before the first day of such Plan Year. An Eligible Employee may
change his Deferral Election and/or Annual Bonus Election for the Plan Year any time prior to the
deadline specified in this subsection, subject to any restrictions or procedures determined by the
Administrative Committee.



          (b) Irrevocability and Term of Election.




          (1) Generally. Upon the deadline specified in (a) above, an Eligible
Employee’s Deferral Election and Annual Bonus Election, or deemed election upon a failure
to submit a timely election, shall become irrevocable for the Plan Year except as provided
under this subsection. Each Participant’s Deferral Election and Annual Bonus Election for
a Plan Year shall remain in effect for such Plan Year and all subsequent Plan Years until
the earlier of: (i) the cessation of the Participant’s deferrals because the Participant
is no longer an active Participant as provided in Plan Section 2.3, including upon
Separation from Service; (ii) the effective date of the Participant’s revocation of such
Deferral Election or Annual Bonus Election, as applicable, for amounts earned during a
subsequent Plan Year; (iii) immediately prior to the beginning of the Plan Year that
includes the scheduled payment date for his Deferral Contributions under such Deferral
Election or Annual Bonus Election, if such date may occur prior to Separation from
Service; (iv) the date the Participant receives a hardship distribution under the
Company’s tax-qualified retirement plan that provides that a hardship distribution will be
deemed necessary to satisfy an immediate and heavy financial need if the employee is
prohibited from making elective contributions and employee contributions to all plans
maintained by the Company for a period following the hardship distribution; or (v) with
respect to deferral elections made before January 1, 2008, as applicable for amounts
earned on or after January 1, 2009, December 31, 2008. A Participant’s Deferral Election
and Annual Bonus Election may be cancelled in the discretion of the Administrative
Committee as permitted under Code Section 409A (for example, on the date the Participant
receives an unforeseeable emergency distribution pursuant to Code Section 409A). For
clarity, if a Participant’s Deferral Election and Annual Bonus Election are cancelled
because the Participant is no longer an active Participant as provided in Section 2.3,
such individual must submit a new Deferral Election and/or Annual Bonus Election if he
again becomes eligible to actively participate in the Plan.




          (2) Effect of Transfers Between Related Entities. If a Participant is
transferred from the employment of one entity that is part of the Company to another
entity that is also part of the Company, his Deferral Election and Annual Bonus Election
with the first entity will remain in effect and will apply to his Compensation from the
second entity until terminated as set forth in subsection (1) above. If a Participant is
transferred from employment with the Company to the employment of a member of the
Controlled Group that does not participate in the Plan, his Deferral Election and Annual
Bonus Election with the Company will remain in effect and will apply to his Compensation
earned for the Plan Year during which the transfer occurs, and will be automatically
cancelled as of the end of such Plan Year.



          (c) Amount.



11









 






          (1) Deferral Election. A Participant may elect to defer his Compensation
payable in each regular paycheck in 1 percent increments, up to a maximum of 50 percent or
such other maximum percentage and/or amount, if any, established by the Administrative
Committee from Plan Year to Plan Year.




          (2) Annual Bonus Election. If the Administrative Committee permits, the
Participant may elect to reduce his Annual Bonus by a fixed dollar amount or in 1 percent
increments, up to 100 percent, or such other maximum amount, if any, established by the
Administrative Committee from Plan Year to Plan Year. Any percentage election shall be
applied to the Participant’s gross Annual Bonus without reduction for any FICA Tax
applicable to the Annual Bonus, but the deferral amount shall be deducted after any FICA
Tax applicable to the Annual Bonus and other tax withholding related to the amount of such
FICA Taxes as permitted under Code Section 409A, and shall not exceed the remaining amount
of the Annual Bonus after reduction for FICA Taxes and such related tax withholding.



     3.3 Crediting of Deferred Compensation.



          For each Plan Year that a Participant has a Deferral Election and/or an Annual Bonus Election
in effect, the Administrative Committee shall credit the amount of such Participant’s Deferral
Contributions to his Account on, or as soon as practicable after, the Valuation Date on which such
amount would have been paid to him but for his Deferral Election and/or Annual Bonus Election.



     3.4 Matching Contributions.



          As of the end of each payroll period (or such other date or time as the Administrative
Committee, in its sole discretion, determines from time to time), the Administrative Committee
shall credit to each Participant’s Account for such payroll period a Matching Contribution equal to
50 percent of the Participant’s Matching Compensation elected to be deferred under the Plan for
such payroll period, up to 5 percent of such Participant’s Matching Compensation; provided, the
total amount of Matching Contributions credited to such Participant’s Account for any payroll
period shall not exceed 2.5 percent of such Participant’s Matching Compensation for such payroll
period.



     3.5 Spillover Contributions.



          (a) General. If an Eligible Employee irrevocably elected to have Spillover Contributions
transferred from the Plan to the Savings Plan for the Plan Year beginning January 1, 2008, by
completing and delivering to the Company (or its designee) an irrevocable Spillover Election, as
permitted under the Plan before the Effective Date, the Company shall transfer such Eligible
Employee’s Spillover Contributions to the Savings Plan between January 1, 2009, and March 15, 2009.
If an Eligible Employee did not complete and deliver a Spillover Election to the Company for the
Plan Year beginning January 1, 2008, as permitted under the terms of the Plan before the Effective
Date, Spillover Contributions attributable to Deferral Contributions for 2008 will be paid directly
to the Eligible Employee between January 1, 2008, and March 15, 2008, and



12









 







Spillover Contributions attributable to Matching Contributions for 2008 will be forfeited.
Spillover Contributions shall not apply under the Plan to Plan Years beginning on or after January
1, 2009.



          (b) Timing and Amount. The Administrative Committee shall determine the amount of
Spillover Contributions for 2008 based upon preliminary ADP and ACP Tests under the Savings Plan as
soon as practicable following December 31, 2008.



          (c) Debiting of Spillover Contributions. For each Participant who has a Spillover Election
in effect for the Plan Year beginning January 1, 2008, the Administrative Committee shall debit the
amount of such Participant’s Spillover Contribution from his Account as of the Valuation Date as of
which such amount was either paid to him (or forfeited) or transferred to the Savings Plan pursuant
to subsection (a).



     3.6 Debiting of Distributions.



          As of each Valuation Date, the Administrative Committee shall debit each Participant’s Account
for any amount distributed from such Account since the immediately preceding Valuation Date.



     3.7 Crediting of Earnings.



          As of each Valuation Date, the Administrative Committee shall credit to each Participant’s
Account the amount of earnings and/or losses applicable thereto for the period since the
immediately preceding Valuation Date, based on the investments applicable to the Participant’s
Account pursuant to the terms of Section 4.2.



     3.8 Vesting.



          (a) General. A Participant shall at all times be fully vested in his Deferral
Contributions, and the earnings credited to his Account with respect to such Deferral
Contributions. The Matching Contributions credited to a Participant’s Account and the earnings
credited with respect thereto shall vest in accordance with the vesting schedule, and at the same
vesting percentage, as applies to the Participant’s matching account under the Savings Plan.



          (b) Change in Control. If a Change in Control occurs with respect to the Controlling
Company or a member of the Controlled Group that is the Participant’s employer, the Participant
shall be immediately 100 percent vested in the Matching Contributions credited to his Account and
the earnings credited with respect thereto as of the date of such Change in Control. Matching
Contributions credited to a Participant’s account and the earnings credited with respect thereto
after the date of a Change in Control shall continue to vest in accordance with the vesting
schedule, and at the same vesting percentage, as applies to the Participant’s matching account
under the Savings Plan.



          (c) Job Abolishment. If a Participant’s employment is terminated as a result of a job
abolishment, the Matching Contributions credited to his Account and the earnings credited with
respect thereto shall be immediately 100 percent vested.



13









 





     3.9 Notice to Participants of Account Balances.



          At least once for each Plan Year, the Administrative Committee shall cause a written or
electronic statement of a Participant’s Account balance to be distributed or otherwise made
available to the Participant.



     3.10 Good Faith Valuation Binding.



          In determining the value of the Accounts, the Administrative Committee shall exercise its best
judgment, and all such determinations of value (in the absence of bad faith) shall be binding upon
all Participants and their Beneficiaries.



     3.11 Errors and Omissions in Accounts.



          If an error or omission is discovered in the Account of a Participant, the Administrative
Committee, in its sole discretion, shall cause appropriate, equitable adjustments to be made as
soon as administratively practicable following the discovery of such error or omission.



14









 





ARTICLE IV

INVESTMENT FUNDS




     4.1 Selection by Administrative Committee.



          From time to time, the Administrative Committee shall select two or more Investment Funds for
purposes of determining the rate of return on amounts deemed invested in accordance with the terms
of the Plan. The Administrative Committee may change, add or remove Investment Funds on a
prospective basis at any time(s) and in any manner it deems appropriate.



     4.2 Participant Direction of Deemed Investments.



          Each Participant generally may direct the manner in which his Account shall be deemed invested
in and among the Investment Funds. Any Participant investment directions permitted hereunder shall
be made in accordance with the following terms:



          (a) Nature of Participant Direction. The selection of Investment Funds by a Participant
shall be for the sole purpose of determining the rate of return to be credited to his Account, and
shall not be treated or interpreted in any manner whatsoever as a requirement or direction to
actually invest assets in any Investment Fund or any other investment media. The Plan, as an
unfunded, nonqualified deferred compensation plan, at no time shall have any actual investment of
assets relative to the benefits or Accounts hereunder.



          (b) Investment of Contributions. Each Participant may make an Investment Election
prescribing the percentage of the future contributions that will be deemed invested in each
Investment Fund. An initial Investment Election of a Participant shall be made as of the date the
Participant commences participation in the Plan and shall apply to all contributions credited to
such Participant’s Account after such date. Such Participant may make subsequent Investment
Elections as of any Business Day, and each such election shall apply to all such specified
contributions credited to such Participant’s Account after the Administrative Committee (or its
designee) has a reasonable opportunity to process such election pursuant to such procedures as the
Administrative Committee may determine from time to time. Any Investment Election made pursuant to
this subsection (b) with respect to future contributions shall remain effective until changed by
the Participant.



          (c) Investment of Existing Account Balances. Each Participant may make an Investment
Election prescribing the percentage of his existing Account balance that will be deemed invested in
each Investment Fund; provided, once a Participant has directed that any portion of his Account be
invested in the Company Stock Fund, he may not elect to decrease the amount of such existing
investment in said fund. New investments in the Company Stock Fund shall not be permitted after
December 31, 2008, except for reinvestment of dividends or other proceeds received from shares in
the Company Stock Fund. A Participant may make such Investment Elections as of any Business Day,
and each such election shall be effective after the Administrative Committee (or



15









 







its designee) has
a reasonable opportunity to process such election. Each such election shall remain in effect until
changed by such Participant.



          (d) Administrative Committee Discretion. The Administrative Committee shall have complete
discretion to adopt and revise procedures to be followed in making such Investment Elections. Such
procedures may include, but are not limited to, the process of making elections, the permitted
frequency of making elections, the incremental size of elections, the deadline for making
elections, the effective date of such elections. Any procedures adopted by the Administrative
Committee that are inconsistent with the deadlines or procedures specified in this Section shall
supersede such provisions of this Section without the necessity of a Plan amendment.




16












 





ARTICLE V

PAYMENT OF POST-409A ACCOUNT BALANCES




     5.1 Amount of Benefit Payments for Post-409A Account.



          Payment of a benefit amount from the Participant’s Post-409A Account as of any Payment Date
hereunder shall be calculated by determining the total of: (i) the entire vested amount credited to
the Participant’s Post-409A Account that is payable on such Payment Date, determined as of the
Valuation Date on which the distribution is processed; plus (ii) the vested amount of any Deferral
and Matching Contributions made since such Valuation Date that are payable on such Payment Date;
minus (iii) any Spillover Contributions made with respect to the immediately preceding Plan Year
for which the Participant had made a Spillover Election but which has not yet been spilled over to
the Savings Plan. For purposes of this subsection, the “Valuation Date on which such distribution
is processed” refers to the Valuation Date established for such purpose by administrative practice,
even if actual payment is made or commenced at a later date due to delays in valuation,
administration or any other procedure.




     5.2 Timing and Form of Distribution of Post-409A Account.



          (a) Timing of Distributions.





          (1) Default Timing of Distribution. Except as provided in Section 5.3, and
subsections (a)(2) and (c) hereof, the Payment Date for a Participant’s Post-409A Account
shall be the date the Participant Separates from Service; provided, in the case of a
Participant who is a Key Employee on the date he Separates from Service for any reason
other than his death, payments may not be made before the date that is 6 months after the
date of Separation from Service.




          (2) Payment Date Election. A Participant may elect, at the time he makes a
Deferral Election and/or Annual Bonus Election for a Plan Year, to have the Payment Date
for the portion of his Post-409A Account balance attributable to such elections, including
any related vested Matching Contributions, be: (i) a specified date, (ii) the earlier of a
specified date or Separation from Service (provided that payments made on account of
Separation from Service other than by reason of a Participant’s death may not be made
before 6 months after Separation from Service if the Participant is a Key Employee on the
date he or she Separates from Service), or (iii) the later of a specified date or
Separation from Service (provided that payments made on account of Separation from Service
other than by reason of a Participant’s death may not be made before 6 months after
Separation from Service if the Participant is a Key Employee on the date he or she
Separates from Service). In the event of an election under this subsection, the specified
date selected by the Participant must be at least one year after the end of the first Plan
Year to which the Deferral Election and/or Annual Bonus Election applies. Notwithstanding
the foregoing election timing rules, if the Participant elected a Payment Date before
January 1,



17









 







2009, such Payment Date election shall apply in accordance with transition rules
under Code Section 409A. In the event that the Participant revokes his Deferral Election
and his Annual Bonus Election (or has such elections cancelled pursuant to the terms of
the Plan) on or after January 1, 2009, any Payment Date election made under such Deferral
Election shall not apply to subsequent Plan Years’ deferrals. In the event that the
Participant does not make a Deferral Election or an Annual Bonus Election for the Plan
Year beginning January 1, 2009, any Payment Date Election made prior to January 1, 2009,
shall not apply with respect to deferrals on and after January 1, 2009. However, in the
event that the Participant modifies his Deferral Election, his Annual Bonus Election, or
both, but does not revoke both his Deferral Election and his Annual Bonus Election, the
most recent Payment Date election made under such Deferral Election and/or Annual Bonus
Election shall continue to apply to the extent not so modified. A Participant may elect a
different Payment Date with respect to each Plan Year; however, unless determined
otherwise by the Administrative Committee, a Participant may have no more than 3 different
Payment Dates with respect to his entire Post-409A Account (which means that a Participant
may elect no more than 2 Payment Dates other than the default payment date specified in
subsection (1)).



          (b) Form of Distribution for Post-409A Account Balances.





          (1) Single-Sum Payment. Except as provided in subsections (b)(2) and (c)
hereof, the portion of a Participant’s Post-409A Account payable on a given Payment Date
shall be distributed in the form of a single lump-sum payment.




          (2) Annual Installments.




          (A) Election of Annual Installments. For each Payment Date applicable
under subsection (a), a Participant may elect, with respect to the total benefit
corresponding to such Payment Date, to receive such benefit in the form of annual
installments. With respect to a particular Payment Date, such election shall be
made: (i) in the first Deferral Election or Annual Bonus Election that specifies
such Payment Date, or (ii) in the case of a benefit payable under Section 5.2(a)(1),
in the Participant’s first Deferral Election or Annual Bonus Election that does not
specify a Payment Date pursuant to Section 5.2(a)(2). In the event that the
Participant revokes his Deferral Election and his Annual Bonus Election (or has such
elections cancelled pursuant to the terms of the Plan) on or after January 1, 2009,
any installment payment election under such Deferral Election and/or Annual Bonus
Election shall not apply to subsequent Plan Years’ deferrals. In the event that the
Participant does not make a Deferral Election or an Annual Bonus Election for the
Plan Year beginning January 1, 2009, any installment payment election made prior to
January 1, 2009, shall not apply with respect to deferrals on and after January 1,
2009. However, in the event that the Participant modifies his Deferral Election,
his Annual Bonus Election, or both, but does not revoke both his Deferral Election
and his Annual Bonus Election, the most recent installment payment election shall
continue to apply to the extent not so modified. Notwithstanding the foregoing
election timing rules, if the Participant elected a form of payment for a particular




18









 







Payment Date before January 1, 2009, such election shall apply in accordance with transition
rules under Code Section 409A.




          (B) Installment Periods. The installment payments shall be made in
substantially equal annual installments over a period of not less than 2 years and
not more than 10 years (adjusted for earnings between payments in the manner
described in Section 3.7), beginning on the applicable Payment Date. The number of
annual installment payments elected by the Participant shall be specified at the
time the Participant makes the Deferral Election in which the installment payments
are elected.




          (c) Modifications of Form and Timing.




          (1) Availability of Election. A Participant may make one election per
Payment Date to (i) delay the payment (or commencement) of the portion of his Post-409A
Account payable on such Payment Date, and/or (ii) change the form of payment to: (A) have
the portion of his Post-409A Account payable on such Payment Date paid in the form of
annual installment payments as described above, (B) change the number of installment
payments elected, or (C) elect a lump sum. Any election under this subsection shall
specify the number of installment payments elected, if any. Notwithstanding the
foregoing, a Participant may only make an election under this subsection with respect to
benefits payable under (a)(1) above if he does not already have 2 Payment Dates other than
the default payment date specified in subsection (a)(1).




          (2) Delay in Payment Date. In the event of an election under subsection (1)
to delay the Payment Date but not to change the form of payment, the Payment Date for the
portion of the Participant’s Post-409A Account payable on such Payment Date shall be
delayed as follows: (i) if payment upon Separation from Service pursuant to Section
5.2(a)(1) is being altered, such payment shall be delayed to 5 years after the date of
payment that would otherwise apply; (ii) in the case of a Payment Date that is described
in subclause (i) of Section 5.2(a)(2) (a specified date), the Payment Date shall be
delayed to a new specified date that is at least 5 years after such originally specified
date, (iii) in the case of a Payment Date that is described in subclauses (ii) or (iii) of
Section 5.2(a)(2), (A) if the specified date is being altered, such specified date shall
be delayed to a new specified date that is at least 5 years after the originally specified
date, and (B) if the payment upon Separation from Service is being altered, such payment
shall be delayed to 5 years after the date of payment that would otherwise apply. In the
event of an election under subsection (1) that includes a change in the form of payment,
the Payment Date for such portion of the Participant’s Post-409A Account shall be delayed
to 5 years after the Payment Date that would have applied under subsection (a) above (so
that, in the case of an election of a Payment Date that is described in subclauses (ii) or
(iii) of Section 5.2(a)(2), payment upon Separation from Service and payment upon
the specified date shall both be delayed to 5 years after the date payment would otherwise
be made).




          (3) Restrictions. Any election under this subsection (c) shall not take
effect until 12 months after the date on which the election is made. In the case of an



19









 







amount payable on a specified date, an election under this subsection (c) shall be
made at least 1 year before such specified date.




          (d) Medium of Payment. All distributions shall be made in the form of cash, except for
amounts deemed invested in the Company Stock Fund, which shall be distributed in whole shares of
Company Stock with fractional shares paid in cash.




          (e) Order of Distribution. If any portion of a Participant’s Post-409A Account is deemed
invested in the Company Stock Fund, any partial distributions from such Participant’s Post-409A
Account shall be made first from the Company Stock Fund in the form of whole shares of Company
Stock with fractional shares and required tax withholding paid in cash from the other Investment
Funds. After all amounts deemed invested in the Company Stock Fund have been distributed, any
remaining amounts shall be distributed in cash from the other Investment Funds.




          (f) Cash-out.




          (1) Employee Deferral Cashout. Except as provided in subsection (4) below,
if at any time a Participant’s Post-409A Account balance attributable to Deferral
Contributions does not exceed the applicable dollar amount under Code Section
402(g)(1)(B), the Administrative Committee may elect, in its sole discretion, to pay the
Participant’s entire Post-409A Account balance attributable to Deferral Contributions in
an immediate single-sum payment. For purposes of this provision, any deferrals of
compensation that the Participant has elected under any other nonqualified deferred
compensation plan maintained by a member of the Controlled Group that is an “account
balance plan” subject to Code Section 409A shall be considered as part of the
Participant’s Post-409A Account balance attributable to Deferral Contributions hereunder.




          (2) Cashout of Employer Contributions. Except as provided in subsection (4)
below, if at any time a Participant’s Post-409A Account balance, other than amounts
attributable to Deferral Contributions, does not exceed the applicable dollar amount under
Code Section 402(g)(1)(B), the Administrative Committee may elect, in its sole discretion,
to pay such portion of the Participant’s Post-409A Account balance in an immediate
single-sum payment. For purposes of this provision, any deferrals of compensation other
than Participant elective deferrals under any other nonqualified deferred compensation
plan maintained by a member of the Controlled Group that is an “account balance plan”
subject to Code Section 409A shall be considered as part of the Participant’s Post-409A
Account balance other than amounts attributable to Deferral Contributions hereunder.




          (3) Documentation of Determination. Any exercise of the Administrative
Committee’s discretion pursuant to this subsection (f) shall be evidenced in writing no
later than the date of the distribution.




          (4) Six Month Delay for Key Employees. Notwithstanding the foregoing, to the
extent required by Code Section 409A, no payment under this subsection (f) shall be made
within six months after the date the Participant Separates from Service, in the case of a
payment to a Participant who is a Key Employee on the date he Separates from Service.



20









 





     5.3 Death Benefits.



          If a Participant dies before full payment of his Post-409A Account from the Plan is made, the
Beneficiary or Beneficiaries designated by such Participant in his latest beneficiary designation
form filed with the Administrative Committee shall be entitled to receive a distribution of the
Participant’s vested Post-409A Account, as determined under Section 5.1. The benefit shall be
distributed to such Beneficiary or Beneficiaries on the 30th day after the date of the
Participant’s death, in the form of a single-sum payment in cash, except for amounts deemed
invested in the Company Stock Fund, which shall be distributed in whole shares of Company Stock
with fractional shares paid in cash.




     5.4 Hardship Withdrawals.



          Upon receipt of an application for an in-service hardship distribution and the Administrative
Committee’s decision, made in its sole discretion, that a Participant has suffered a Financial
Hardship, the Administrative Committee shall cause the Company to pay an in-service distribution to
such Participant from the Participant’s Post-409A Account. Such distribution shall be paid in a
single sum payment within 90 days after the Administrative Committee determines that a Financial
Hardship exists, which must be prior to the Participant’s Separation from Service. Such payment
will be made in cash, except for amounts deemed invested in the Company Stock Fund, which shall be
distributed in whole shares of Company Stock with fractional shares paid in cash. The amount of
such single-sum payment shall be limited to the amount reasonably necessary to meet the
Participant’s requirements resulting from the Financial Hardship. Determinations of amounts
reasonably necessary to satisfy the emergency need shall take into account any additional
compensation that is available under this Plan due to cancellation of a deferral election upon a
payment due to a Financial Hardship. However, the determination of amounts reasonably necessary to
satisfy the emergency need shall not take into account any additional compensation that due to the
Financial Hardship is available under another nonqualified deferred compensation plan but has not
actually been paid. If payment is made hereunder upon an unforeseeable emergency, it shall be so
designated at the time of payment. Such distribution shall reduce the Participant’s Post-409A
Account balance as provided in Section 3.6.




     5.5 Offset of Benefit by Amounts Owed to the Company.



          Notwithstanding anything in the Plan to the contrary, the Administrative Committee may, in its
sole discretion, offset any payment or payments of the Post-409A Account to a Participant or
Beneficiary under the Plan by any amount owed by such Participant or Beneficiary (whether or not
such obligation is related to the Plan) to the Controlling Company or any member of the Controlled
Group. Notwithstanding the foregoing, no such offset will apply before the Post-409A Account is
otherwise payable under the Plan, unless following requirements are met: (i) the debt owed was
incurred in the ordinary course of the relationship between the Participant and the Company, (ii)
the entire amount of offset to which this sentence applies in a single taxable year does not exceed
$5,000, (iii) the offset occurs at the same time and in the same amount as the debt otherwise would
have been due and collected from the Participant or Beneficiary, and (iv) in the case of a
Participant who is a Key Employee on the date he Separates from Service, the offset does not occur
within six months after the date the Participant Separates from Service.




21









 








     5.6 Taxes.



          (a) Amounts Payable Whether or Not Account is in Pay Status. If the whole or any part of
any Participant’s or Beneficiary’s Post-409A Account hereunder shall become subject to FICA Tax or
any state, local or foreign tax obligations, which the Company shall be required to pay or withhold
prior to the time the Participant’s Post-409A Account becomes payable hereunder, the Company shall
have the full power and authority to withhold and pay such tax and related taxes as permitted under
Code Section 409A.




          (b) Amounts Payable Only if Account is in Pay Status. If the whole or any part of any
Participant’s or Beneficiary’s Post-409A Account hereunder is subject to any taxes which the
Company shall be required to pay or withhold at the time the Post-409A Account becomes payable
hereunder, the Company shall have the full power and authority to withhold and pay such tax out of
any monies or other property that the Company holds for the account of the Participant or
Beneficiary, excluding, except as provided in this Section, any portion of the Participant’s
Post-409A Account that is not then payable.




          (c) Method of Payment. The Company may permit, in its sole discretion, a Participant to
remit any tax liability via personal check.




     5.7 No Acceleration of Post-409A Account Payments.



          Except as otherwise provided in this Section, no payment scheduled to be made under this
Article V may be accelerated. Notwithstanding the foregoing, the Administrative Committee, in its
sole discretion, may accelerate any payment scheduled to be made under this Article V in accordance
with Code Section 409A (for example, upon certain terminations of the Plan, limited cashouts or to
avoid certain conflicts of interest); provided, a Participant may not elect whether his scheduled
payment will be accelerated pursuant to this sentence.




22









 








ARTICLE VI

PAYMENT OF PRE-409A ACCOUNT BALANCES




     6.1 Benefit Payments of Pre-409A Account Upon Termination of Service for Reasons Other Than
Death.



          (a) General Rule Concerning Benefit Payments. In accordance with the terms of subsection
(b) hereof, if a Participant terminates his employment with the Company and all other members of
the Controlled Group for any reason other than death, he (or his Beneficiary, if he dies after such
termination of employment but before distribution of his Account) shall be entitled to receive or
begin receiving a distribution of the entire amount credited to his Pre-409A Account, determined as
of the Valuation Date on which such distribution is processed. For purposes of this subsection,
the “Valuation Date on which such distribution is processed” refers to the Valuation Date
established for such purpose by administrative practice, even if actual payment is made or
commenced at a later date due to delays in valuation, administration or any other procedure.




          (b) Timing of Distribution.





          (1) Except as provided in subsection (b)(2) hereof, the Pre-409A Account payable to a
Participant under this Section shall be distributed as soon as administratively feasible
after the date the Participant terminates his employment with the Company and all other
members of the Controlled Group for any reason other than death.




          (2) A Participant was permitted to elect, at the time he made his initial Deferral
Election related to his Pre-409A Account, to have his Pre-409A Account paid (or commenced)
on any date (whether before or after the date his employment terminates, but not earlier
than 1 year after the end of the Plan Year for which such Deferral Election applied)
specified in such Deferral Election. A Participant was permitted to elect a different
benefit commencement date with respect to the Deferral Election for each Plan Year;
provided, unless determined otherwise by the Administrative Committee, a Participant may
elect no more than 3 different benefit commencement dates with respect to his Pre-409A
Account. The Administrative Committee shall pay (or commence the payment of) the
Participant’s Pre-409A Account as soon as administratively feasible after the time
specified in such Deferral Election; provided, the Participant may make a one-time
election in writing, at least 6 months before any of his initial scheduled benefit
commencement dates for his Pre-409A Account (as selected in accordance with the preceding
sentence or subsection (b)(1) hereof), to delay the payment (or commencement) of the
portion of his Pre-409A Account payable on such date to a later date, and such benefit
shall be paid (or commenced) as soon as administratively feasible after such delayed date.



23









 





     6.2 Form of Distribution for Pre-409A Account.



          (a) Single-Sum Payment. Except as provided in subsection (b) hereof, the Pre-409A Account
payable to a Participant under Section 6.1 shall be distributed in the form of a single-sum
payment.




          (b) Annual Installments. A Participant was permitted to elect, at the time he made his
initial Deferral Election and/or Annual Bonus Election related to his Pre-409A Account, to have his
Pre-409A Account payable under Section 6.1 paid in the form of annual installment payments. If a
Participant did not elect the installment form of distribution in his initial Deferral Election,
his Pre-409A Account shall be paid in the form a single-sum payment unless, at least 6 months
before his initial scheduled benefit commencement date (as selected in accordance with Section
6.1), the Participant makes a one-time election in writing to receive such benefit in the form of
installment payments (in accordance with the terms of this subsection). The following terms and
conditions shall apply to installment payments made with respect to a Participant’s Pre-409A
Account under the Plan.





          (1) The installment payments shall be made in substantially equal annual installments
(adjusted for investment income between payments in the manner described in Section 3.7);
provided, in no event shall such payments be made over a period in excess of 10 years.
The initial value of the obligation for the installment payments shall be equal to the
amount of the Participant’s Pre-409A Account balance calculated in accordance with the
terms of Section 6.1(a).




          (2) If a Participant dies after payment of his benefit from the Plan has begun, but
before his entire Pre-409A Account has been distributed, the remaining amount of his
Pre-409A Account balance shall be distributed to the Participant’s designated Beneficiary
in the form of a single-sum payment.



          (c) Multiple Forms of Distribution. To the extent a Participant elects multiple benefit
commencement dates in accordance with Section 6.1(b)(2), such Participant may elect, with respect
to the total benefit corresponding to each benefit commencement date, to receive such total benefit
in the form of either a single-sum payment or annual installments as set forth above.




          (d) Form of Assets. All distributions shall be made in the form of cash, except for
amounts deemed invested in the Company Stock Fund, which shall be distributed in whole shares of
Company Stock with fractional shares paid in cash.




          (e) Order of Distribution. If any portion of a Participant’s Pre-409A Account is deemed
invested in the Company Stock Fund, any partial distributions from such Participant’s Pre-409A
Account shall be made first from the Company Stock Fund in the form of whole shares of Company
Stock with fractional shares and required tax withholding paid in cash from the other Investment
Funds. After all amounts deemed invested in the Company Stock Fund have been distributed, any
remaining amounts shall be distributed in cash from the other Investment Funds.




24









 








     6.3 Death Benefits for Pre-409A Accounts.



          If a Participant dies before payment of his Pre-409A Account is made or commenced, the
Beneficiary or Beneficiaries designated by such Participant in his latest beneficiary designation
form filed with the Administrative Committee shall be entitled to receive a distribution of the
entire amount credited to such Participant’s Pre-409A Account, determined as of the Valuation Date
on which such distribution is processed. For purposes of this Section, the “Valuation Date on
which such distribution is processed” refers to the Valuation Date established for such purpose by
administrative practice, even if actual payment if made or commenced at a later date due to delays
in valuation, administration or any other procedure. The Pre-409A Account shall be distributed to
such Beneficiary or Beneficiaries, as soon as administratively feasible after the date of the
Participant’s death, in the form of a single-sum payment in cash, except for amounts deemed
invested in the Company Stock Fund, which shall be distributed in whole shares of Company Stock
with fractional shares paid in cash.




     6.4 Withdrawals from Pre-409A Accounts.



          (a) Hardship Withdrawals. Upon receipt of an application for an in-service hardship
distribution and the Administrative Committee’s decision, made in its sole discretion, that a
Participant has suffered a Financial Hardship, the Administrative Committee shall cause the Company
to pay an in-service distribution to such Participant from such Participant’s Pre-409A Account.
Such distribution shall be paid in a single-sum payment as soon as administratively feasible after
the Administrative committee determines that the Participant has incurred a Financial Hardship.
Such payment will be made in cash, except for amounts deemed invested in the Company Stock Fund,
which shall be distributed in whole shares of Company Stock with fractional shares paid in cash.
The amount of such single-sum payment shall be limited to the amount reasonably necessary to meet
the Participant’s requirements resulting from the Financial Hardship. The amount of such
distribution shall reduce the Participant’s Pre-409A Account balance as provided in Section 3.6.




          (b) Withdrawals with Forfeiture. Notwithstanding any other provision of this Article VI to
the contrary, a Participant may elect, at any time prior to the distribution of his entire Pre-409A
Account, to withdraw a portion of the remaining amount credited to his Pre-409A Account, determined
as of the Valuation Date on which such distribution is processed. Such payment will be made in
cash, except for amounts deemed invested in the Company Stock Fund, which shall be distributed in
whole shares of Company Stock with fractional shares paid in cash. At the time such distribution
is made, an amount equal to 15% of the amount distributed will be permanently and irrevocably
forfeited (and, if the distribution request is more than 85% of such Participant’s Pre-409A
Account, the forfeiture amount will be deducted from his distribution amount to the extent there
otherwise will be an insufficient remaining Pre-409A Account balance from which to deduct his
forfeiture). In addition, the Participant receiving such distribution will not be permitted to
make Deferral Contributions with respect to amounts earned in the next Plan Year immediately
following such distribution.




25









 








     6.5 Taxes.



          If the whole or any part of any Participant’s or Beneficiary’s Pre-409A Account hereunder
shall become subject to any estate, inheritance, income or other tax which the Company shall be
required to pay or withhold, the Company shall have the full power and authority to withhold and
pay such tax out of any monies or other property that the Company holds for the account of the
Participant or Beneficiary, other than the Post-409A Account. Prior to making any payment, the
Company may require such releases or other documents from any lawful taxing authority as it shall
deem necessary. Notwithstanding the foregoing, the Company may permit, in its sole discretion, a
Participant to remit any tax liability via personal check.




     6.6 Offset of Benefit by Amounts Owed to the Controlling Company.



          Notwithstanding anything in the Plan to the contrary, the Administrative Committee may, in its
sole discretion, offset any payment or payments of the Pre-409A Account to a Participant under the
Plan by any amount owed by such Participant to the Controlling Company or any member of the
Controlled Group.





26









 








ARTICLE VII

CLAIMS




     7.1 Rights. If a Participant or Beneficiary has any grievance, complaint or claim
concerning any aspect of the operation or administration of the Plan, including but not limited to
claims for benefits (collectively referred to herein as “claim” or “claims”), the Participant shall
submit the claim in accordance with the procedures set forth in this Article. All such claims must
be submitted within the “applicable limitations period.” The “applicable limitations period” shall
be 2 years, beginning (i) in the case of any lump-sum payment, on the date on which the payment was
made, (ii) in the case of a periodic payment, the date of the first in the series of payments, or
(iii) for all other claims, on the date on which the action complained of occurred. Additionally,
upon denial of an appeal pursuant to Section 7.2(b) hereof, a Participant or Beneficiary shall have
90 days within which to bring suit against the Plan for any claim related to such denied appeal;
any such suit initiated after such 90-day period shall be precluded.



     7.2 Claims.



          (a) Initial Claim. Claims for benefits under the Plan may be filed with the Administrative
Committee on forms or in such other written documents, as the Administrative Committee may
prescribe. The Administrative Committee shall furnish to the claimant written notice of the
disposition of a claim within 90 days after the application therefor is filed; provided, if special
circumstances require an extension of time for processing the claim, the Administrative Committee
shall furnish written notice of the extension to the claimant prior to the end of the initial
90-day period, and such extension shall not exceed one additional, consecutive 90-day period. In
the event the claim is denied, the notice of the disposition of the claim shall provide the
specific reasons for the denial, citations of the pertinent provisions of the Plan, where
appropriate, an explanation as to how the claimant can perfect the claim and/or submit the claim
for review, and a statement of the claimant’s right to bring a civil action under ERISA Section
502(a) following an adverse determination on review.




          (b) Appeal. Any Participant or Beneficiary who has been denied a benefit shall be
entitled, upon request to the Administrative Committee, to appeal the denial of his claim. The
claimant (or his duly authorized representative) may review pertinent documents related to the Plan
and in the Administrative Committee’s possession in order to prepare the appeal. The request for
review, together with a written statement of the claimant’s position, must be filed with the
Administrative Committee no later than 60 days after receipt of the written notification of denial
of a claim provided for in subsection (a). The Administrative Committee’s decision shall be made
within 60 days following the filing of the request for review; provided, if special circumstances
require an extension of time for processing the appeal, the Administrative Committee shall furnish
written notice of the extension to the claimant prior to the end of the initial 60-day period, and
such extension shall not exceed one additional 60-day period. If unfavorable, the notice of the
decision shall explain the reasons for denial, indicate the provisions of the Plan or other
documents used to arrive at the decision, and state the claimant’s right to bring a civil action
under ERISA Section 502(a).




27









 








          (c) Satisfaction of Claims. Any payment to a Participant or Beneficiary shall to the
extent thereof be in full satisfaction of all claims hereunder against the Administrative Committee
and the Company, any of whom may require such Participant or Beneficiary, as a condition to such
payment, to execute a receipt and release therefor in such form as shall be determined by the
Administrative Committee or the Company. If receipt and release is required but the Participant or
Beneficiary (as applicable) does not provide such receipt and release in a timely enough manner to
permit a timely distribution in accordance with the general timing of distribution provisions in
the Plan, such payment shall be forfeited.




28









 








ARTICLE VIII

SOURCE OF FUNDS; TRUST




     8.1 Source of Funds.



          Except as provided in this Section and Section 8.2, the Company shall provide the benefits
described in the Plan from the general assets of the Company. In any event, the Company ultimately
shall have the obligation to pay all benefits due to Participants and Beneficiaries under the Plan.
The Company may, but shall not be required to, establish a Trust and may pay over funds from time
to time to such Trust (as described in Section 8.2), and, to the extent that funds in such Trust
allocable to the benefits payable under the Plan are sufficient, the Trust assets shall be used to
pay benefits under the Plan. If such Trust assets are not sufficient to pay all benefits due under
the Plan, then the Company shall have the obligation, and the Participant or Beneficiary, who is
due such benefits, shall look to the Company to provide such benefits. The Administrative
Committee or the Board shall allocate the total liability to pay benefits under the Plan among the
Controlling Company and the members of its Controlled Group comprising the Company in such manner
and amount as the Administrative Committee or the Board (as applicable) in its sole discretion
deems appropriate.




     8.2 Trust.



          The Company may transfer all or any portion of the funds necessary to fund benefits accrued
hereunder to the Trustee to be held and administered by the Trustee pursuant to the terms of the
Trust Agreement. To the extent provided in the Trust Agreement, each transfer into the Trust Fund
shall be irrevocable as long as the Company has any liability or obligations under the Plan to pay
benefits, such that the Trust property is in no way subject to use by the Company; provided, it is
the intent of the Company that the assets held by the Trust are and shall remain at all times
subject to the claims of the general creditors of the Company. No Participant or Beneficiary shall
have any interest in the assets held by the Trust or in the general assets of the Company other
than as a general, unsecured creditor. Accordingly, the Company shall not grant a security
interest in the assets held by the Trust in favor of the Participants, Beneficiaries or any
creditor.




     8.3 Funding Prohibition under Certain Circumstances.



          Notwithstanding anything in this Article VIII to the contrary, no assets will be set aside to
fund benefits under the Plan if such setting aside would be treated as a transfer of property under
Code Section 83 pursuant to Code Section 409A(b).




29









 








ARTICLE IX

ADMINISTRATIVE COMMITTEE




     9.1 Action.



          Action of the Administrative Committee may be taken with or without a meeting of committee
members; provided, action shall be taken only upon the vote or other affirmative expression of a
majority of the committee members qualified to vote with respect to such action. If a member of
the committee is a Participant or Beneficiary, he shall not participate in any decision which
solely affects his own benefit under the Plan. For purposes of administering the Plan, the
Administrative Committee shall choose a secretary who shall keep minutes of the committee’s
proceedings and all records and documents pertaining to the administration of the Plan. The
secretary may execute any certificate or any other written direction on behalf of the
Administrative Committee.




     9.2 Rights and Duties.



          The Administrative Committee shall administer the Plan and shall have all the powers necessary
to accomplish that purpose, including (but not limited to) the following:




          (a) To construe, interpret and administer the Plan;




          (b) To make determinations required by the Plan, and to maintain records regarding
Participants’ and Beneficiaries’ benefits hereunder;




          (c) To compute and certify to the Company the amount and kinds of benefits payable to
Participants and Beneficiaries, and to determine the time and manner in which such benefits are to
be paid;




          (d) To authorize all disbursements by the Company pursuant to the Plan;




          (e) To maintain all the necessary records of the administration of the Plan;




          (f) To make and publish such rules for the regulation of the Plan as are not inconsistent with
the terms hereof;




          (g) To have all powers elsewhere conferred upon it;




          (h) To appoint a Trustee hereunder;




          (i) To delegate to other individuals or entities from time to time the performance of any of
its duties or responsibilities hereunder; and



30









 







          (j) To hire agents, accountants, actuaries, consultants and legal counsel to assist in
operating and administering the Plan.




          The Administrative Committee shall have the exclusive right in its discretion to construe and
interpret the Plan, to decide all questions of eligibility for benefits and to determine the amount
of such benefits, and its decisions on such matters shall be final and conclusive on all parties.




     9.3 Compensation, Indemnity and Liability.



          The Administrative Committee and its members shall serve as such without bond and without
compensation for services hereunder. All expenses of the Administrative Committee shall be paid by
the Company. No member of the committee shall be liable for any act or omission of any other
member of the committee, nor for any act or omission on his own part, except with regard to his own
willful misconduct. The Company shall indemnify and hold harmless the Administrative Committee and
each member thereof against any and all expenses and liabilities, including reasonable legal fees
and expenses, arising out of his membership on the Administrative Committee, excepting only
expenses and liabilities arising out of his own willful misconduct.




31









 








ARTICLE X

AMENDMENT AND TERMINATION




     10.1 Amendments.



          The Board or the Administrative Committee shall have the right, in its sole discretion, to
amend the Plan in whole or in part at any time and from time to time; provided, any amendment that
may result in significantly increased expenses under the Plan must be approved by the Board. Any
amendment shall be in writing and executed by a duly authorized officer of the Controlling Company.
An amendment to the Plan may modify its terms in any respect whatsoever; provided, no such action
may reduce the amount already credited to a Participant’s Account without the affected
Participant’s written consent. All Participants and Beneficiaries shall be bound by such
amendment.




     10.2 Freezing or Termination of Plan.



          (a) Freezing. The Controlling Company, through action of the Board, reserves the right to
discontinue and freeze the Plan at any time, for any reason. Any action to freeze the Plan shall
be taken by the Board in the form of a written Plan amendment executed by a duly authorized officer
of the Controlling Company.




          (b) Termination. The Controlling Company expects to continue the Plan but reserves the
right to terminate the Plan and fully distribute all Accounts under the Plan at any time, for any
reason; provided, the distribution of Post-409A Accounts shall be subject to the restrictions
provided under Code Section 409A (including, to the extent required by Code Section 409A, the
6-month delay that applies to distributions to Key Employees following Separation from Service).
Any action to terminate the Plan shall be taken by the Board in the form of a written Plan
amendment executed by a duly authorized officer of the Controlling Company. If the Plan is
terminated, each Participant shall become 100 percent vested in his Account, and each Participant’s
Pre-409A Account shall be distributed in a single-sum as soon as practicable after the date the
Plan is terminated. Such termination shall be binding on all Participants and Beneficiaries.




32









 








ARTICLE XI

MISCELLANEOUS




     11.1 Beneficiary Designation.



          (a) General. Participants shall designate and from time to time may redesignate their
Beneficiaries in such form and manner as the Administrative Committee may determine.




          (b) No Designation or Designee Dead or Missing. In the event that:





          (1) a Participant dies without designating a Beneficiary;




          (2) the Beneficiary designated by a Participant is not surviving when a payment is to
be made to such person under the Plan, and no contingent Beneficiary has been designated; or




          (3) the Beneficiary designated by a Participant cannot be located by the Administrative
Committee (within 1 year in the case of the Participant’s Pre-409A Account);


then, in any of such events, the Beneficiary of such Participant with respect to any benefits that
remain payable under the Plan shall be the Participant’s Surviving Spouse, if any, and if not, the
estate of the Participant.




     11.2 Distribution pursuant to a Domestic Relations Order.



          Upon receipt of a valid domestic relations order (determined in accordance with the rules
applicable to a tax-qualified retirement plan under Code Section 401(a)) requiring the distribution
of all or a portion of a Participant’s Account to an alternate payee, the Administrative Committee
shall cause the Company to pay a distribution to such alternate payee.




     11.3 Taxation.



          It is the intention of the Company that the benefits payable hereunder shall not be deductible
by the Company nor taxable for federal income tax purposes to Participants or Beneficiaries until
such benefits are paid by the Company, or the Trust, as the case may be, to such Participants or
Beneficiaries. Without limiting the foregoing, it is intended that the Plan meet the requirements
of Code Section 409A with respect to Post-409A Accounts, and the Administrative Committee shall use
its reasonable best efforts to interpret and administer the Plan in accordance with such
requirements.




     11.4 Elections Prior to 2009.



          To the extent not consistent with the terms of this Plan, election forms submitted under the
Plan prior to the Effective Date for Plan Years beginning after December 31, 2004, shall be deemed
modified to conform to the provisions of this document.




33









 








     11.5 No Employment Contract.



          Nothing herein contained is intended to be nor shall be construed as constituting a contract
or other arrangement between the Company and any Participant to the effect that the Participant
shall be employed by the Company for any specific period of time.




     11.6 Headings.



          The headings of the various articles and sections in the Plan are solely for convenience and
may not be relied upon in construing any provisions hereof. Any reference to a section refers to a
section of the Plan unless specified otherwise.




     11.7 Gender and Number.



          Use of any gender in the Plan shall be deemed to include both genders when appropriate, and
use of the singular number shall be deemed to include the plural when appropriate, and vice versa
in each instance.




     11.8 Assignment of Benefits.



          The right of a Participant or Beneficiary to receive payments under the Plan shall not be
anticipated, alienated, sold, assigned, transferred, pledged, encumbered, attached or garnished by
creditors of such Participant or Beneficiary, except by will or by the laws of descent and
distribution and then only to the extent permitted under the terms of the Plan.




     11.9 Legally Incompetent.



          The Administrative Committee, in its sole discretion, may direct that payment be made to an
incompetent or disabled person, whether because of minority or mental or physical disability, to
the guardian of such person or to the person having custody of such person, without further
liability on the part of the Company for the amount of such payment to the person on whose account
such payment is made.




     11.10 Governing Law.



          The Plan shall be construed, administered and governed in all respects in accordance with
applicable federal law (including ERISA) and, to the extent not preempted by federal law, in
accordance with the laws of the State of California. If any provisions of this instrument are held
by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions
hereof shall continue to be fully effective.




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          IN WITNESS WHEREOF, the Controlling Company has caused the Plan to be executed by its duly
authorized officer on the 30th day of December, 2008.




	 	 	 	 	 
	 	CASH AMERICA INTERNATIONAL, INC.

 	 
	 	By:  	/s/ J. Curtis Linscott
 	 
	 	 	J. Curtis Linscott, Executive Vice President 	 
	 	 	 	 
	 




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