exhibit10-1a.htm


    

      EXHIBIT
10.1(a)

      


      PEOPLES
BANCORP INC. ANNUAL REPORT ON FORM 10-K

      FOR
FISCAL YEAR ENDED DECEMBER 31, 2008

      


      PEOPLES
BANCORP INC.

      


      SECOND
AMENDED AND RESTATED

      DEFERRED
COMPENSATION PLAN FOR DIRECTORS OF

      PEOPLES
BANCORP INC. AND SUBSIDIARIES

      


      Section
1.                                PURPOSE

      


      The
Corporation desires and intends to recognize the value to the Corporation and
its Affiliates of the past and present services of the Directors of the
Corporation and its Affiliates, to encourage their continued service to the
Corporation and its Affiliates and to be able to attract and retain superior
Directors by adopting and implementing this Plan to provide such Directors an
opportunity to defer compensation otherwise payable to them from the Corporation
and/or any Affiliate.

      


      The
Corporation originally established the Plan effective as of January 1,
1991.  The Plan was amended and restated effective as of January 2,
1998 to incorporate certain changes in its provisions, including the types of
funds in which the deferred compensation allocated to the Participants' accounts
may be invested.   The first amended and restated Plan was
amended on July 23, 1998, effective as of January 2, 1998, to adopt a consensus
reached by the Emerging Issues Task Force on Issue No. 97-14, Accounting for
Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi
Trust and Invested.

      


      This
second amended and restated Plan is effective as of the Restatement Effective
Date and is being amended for purposes of Section 409A of the Code.

      


      Section
2.                                CERTAIN
DEFINITIONS

      


      The
following terms will have the meanings provided below.

      


      "Additions" means the credits
applied to Deferred Compensation Accounts as provided in Section 4
hereof.

      


      "Adjustment Date" means the
first business day of each calendar quarter.

      


      "Affiliate" means: (1) prior to
January 1, 2005, any organization or entity which, together with the Corporation
was a member of a controlled group of corporations or of a commonly controlled
group of trades or businesses (as defined in Sections 414(b) and (c) of the
Code), of an affiliated service group (as defined in Section 414(m) of the Code)
or other organization described in Section 414(m) of the Code; and (2) on or
after January 1, 2005, any organization or entity which, together with the
Corporation, would be considered a single employer under Sections 414(b) and (c)
of the Code.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

         

      

      "Annual Retainer" means, with
respect to any calendar year or other period, the fixed retainer which, absent
an election to defer hereunder, would be payable to a Participant during those
pay periods beginning in the given calendar year or other period.

       

      "Beneficiary" means the person
or persons designated in writing as such and filed with the Plan Administrator
at any time by a Participant.  For this purpose, a "Beneficiary" may
be designated

      contingently
or successively and may be an entity other than a natural person.  Any
such designation may be withdrawn or changed in writing (without the consent of
the Beneficiary), but only the last designation on file with the Plan
Administrator shall be effective.

      


      "Board" means the Board of
Directors of the Corporation.

      


      "Code" means the Internal
Revenue Code of 1986, as may be amended from time to time.

      


      "Common Shares" means the
common shares of the Corporation.

      


      "Corporation" means Peoples
Bancorp Inc. and any successor entity.

      


      "Deferred Compensation Account"
means the separate Deferred Compensation Account established for each
Participant pursuant to Section 4 of the Plan.  The Deferred
Compensation Account of a Participant may include both Grandfathered Amounts and
Non-Grandfathered Amounts.

      


      “Deferral Notice” means the
form submitted by a Participant who wishes to participate in the Plan for any
Plan Year in accordance with Section 4.B.

      


      "Director" means any statutory
director, emeritus director or honorary director of the Corporation or any
Affiliate.

      


      "Eligible Compensation" means,
to the extent applicable to any given Participant, the Annual Retainer and all
Meeting Fees. The extent to which a given Participant may defer a given
component of Eligible Compensation shall be based upon such Participant's
eligibility to receive the given component of Eligible Compensation (as
determined under applicable agreements and pay practices of the Corporation or
the applicable Affiliate) and the provisions and limitations applicable to the
given component as provided under this Plan.

      


      "Fair Market Value" of the
Common Shares means the most recent closing price of the Common Shares on any
securities exchange on which the Common Shares are then listed.

      


      “Grandfathered Amounts” means
the portion, if any, of a Participant’s Deferred Compensation Account that was
earned and vested within the meaning of Section 409A of the Code under the Plan
before January 1, 2005 and any Additions attributable to such portion of the
Participant’s Deferred Compensation Account and any Additions
thereon.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      "Meeting Fees" means, with
respect to any calendar year or other period, the fees for attendance at
meetings of the Board of Directors of the Corporation or applicable Affiliate or
any committees thereof (exclusive of expenses) which, absent an election to
defer hereunder, would be payable to a Participant during those pay periods
beginning in the given calendar year or other period.

      


      “Non-Grandfathered Amounts”
means the portion, if any, of a Participant’s Deferred Account and any Additions
thereto that are not Grandfathered Amounts.

      


      "Participant" has the meaning
specified in Section 3 of the Plan.

      


      "Plan" means the Second Amended
and Restated Peoples Bancorp Inc. Deferred Compensation Plan for Directors of
Peoples Bancorp Inc. and Subsidiaries, as reflected in this document, as the
same may be amended from time to time after the Restatement Effective
Date.

      


      "Plan Administrator" means the
Corporation.  The functions of the Plan Administrator shall be carried
out by a committee of three (3) Directors appointed by the Board and by the
employee or employees designated by such committee to carry out certain specific
functions.

      


      "Plan Year" means the calendar
year.

      


      "Restatement Effective Date"
means, for this second amended and restated Plan, December 11,
2008.

      


      "Separation from Service" means
a "separation from service", within the meaning of Section 409A of the Code, by
the Participant from the Corporation and its Affiliates.

      


      "Unforeseeable Emergency" means
a severe financial hardship to the Participant resulting from an illness or
accident of the Participant, the Participant's spouse, the Participant’s
Beneficiary or the Participant's dependent (as defined in Section 152 of the
Code, without regard to subsections (b)(1), (b)(2) or (d)(1)(B) thereof), 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.

      


      Section
3.                                PARTICIPANTS

      


      Each
Director who is participating in the Plan as of the Restatement Effective Date
shall continue as a Participant in the Plan as of such date.  Each
Director who first becomes a Director after the Restatement Effective Date shall
be eligible for participation in the Plan as of the date on which he or she
becomes a Director.  A Director who is eligible for participation in
the Plan and who elects to make deferral contributions pursuant to Section 4
shall be designated a "Participant" in the Plan.  A Participant shall
continue to participate in the Plan until his or her status as a Participant is
terminated by either a complete distribution of his or her Deferred Compensation
Account pursuant to the terms of the Plan or by written directive of the
Corporation.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      Section
4.                                DEFERRED
COMPENSATION ACCOUNTS

      


      A.  Establishment of
Deferred Compensation Accounts.  The Plan Administrator will
establish a Deferred Compensation Account for, each Participant.  A
Participant's Deferred Compensation Account shall have two subaccounts: a Cash
Account to record amounts allocated under Section 4.D.(ii) and a Stock Account
to record amounts allocated under Section 4.D.(iii).  Such Deferred
Compensation Account shall be a bookkeeping account only, maintained as part of
the books and records of the Corporation or applicable Affiliate.

      


      B.  Election of
Participant.  With respect to each Plan Year, a Participant may
elect to have a percentage or a flat dollar amount of his or her Eligible
Compensation which would otherwise be paid to him or her by the Corporation or
applicable Affiliate for services performed during such Plan Year allocated to
his or her Deferred Compensation Account and paid on a deferred basis pursuant
to the terms of the Plan by submitting a written Deferral Notice to the Plan
Administrator as follows:

      


      
        	
                 
      

              	
                (i)

              	
                Current
      Participants.  Participants who were participating in
      this Plan as of the Effective Date shall submit a Deferral Notice for any
      Plan Year no later than December 31st of the preceding Plan
      Year;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                First Year of
      Eligibility.  During a Plan Year in which a Director
      first becomes eligible to participate in the Plan, the Participant must
      submit a Deferral Notice no later than thirty (30) days after the date on
      which he or she first becomes a Participant in the Plan.  Such
      Deferral Notice shall be effective only with respect to Eligible
      Compensation relating to services performed after the date of such
      election.  For purposes of this Section 3(B)(ii), a Director is
      first eligible to participate in the Plan only if the Director is not a
      participant in any other arrangement of the Corporation or any Affiliate
      that would be treated as a single nonqualified deferred compensation plan
      along with this Plan under Section 409A of the
  Code.

              


      

      


      To the
extent that a Participant completes a Deferral Notice in accordance with the
provisions of this Section 4.B, such Deferral Notice shall remain in effect for
future Plan Years until changed or revoked by the Participant.  A
Participant may change or terminate his or her election to defer payment of
Eligible Compensation by delivering written notice to the Plan
Administrator.  Any such change or termination shall not become
effective until the Plan Year following the Plan Year in which notice is
given.  The termination of a Participant’s participation in this Plan
shall not affect the amounts credited to the Deferred Compensation Account of
such Participant prior to the effective date of termination, which shall be paid
only in accordance with Section 5.

      


      C.  Corporation
Contributions.  Each time a Deferral Notice is submitted to the
Plan   Administrator in accordance with Section 4.B. above,
during the next Plan Year (or, if applicable, the remaining Plan Year), the
Corporation or applicable Affiliate will allocate to the Participant's Deferred
Compensation Account the percentage or dollar amount of Eligible Compensation,
specified in the Deferral Notice.  Any amounts so allocated by the
Corporation or Affiliate are called "Corporation Contributions."

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      D.  Adjustment of Account
Balances.

      


      
        	
                 
      

              	
                (i)

              	
                Election.  At
      the time that a Participant submits a Deferral Notice, he or she shall
      elect the percentage of Corporation Contributions to be allocated to his
      or her Cash Account (to be adjusted pursuant to Paragraph (ii) of this
      Section 4.D.) and his or her Stock Account (to be adjusted pursuant to
      Paragraph (iii) of this Section
4.D).

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Cash
      Account.  As of each Adjustment Date, the Plan
      Administrator shall credit the balance in the Participant's Cash Account
      with Additions which shall either (A) mirror a specific interest rate
      equal to the rate of return paid by Peoples Bank, National Association on
      a Three (3) Year certificate of deposit or an equivalent deposit account
      as of the last business day preceding the applicable Adjustment Date; or
      (B) to the extent that a certificate of deposit is purchased by a trust
      established to provide benefits under the Plan, be equal to the actual
      rate of interest paid with respect to such certificate of
      deposit.  The crediting of Additions shall be determined by
      multiplying the Participant's Cash Account balance as of each month of the
      quarter preceding the Adjustment Date by the applicable rate of interest
      determined under the preceding sentence.  The crediting of
      Additions shall occur so long as there is a balance in the Participant's
      Cash Account regardless of whether the Participant has Separated from
      Service as a Director or has died. The Plan Administrator may prescribe
      any reasonable method or procedure for the accounting of
      Additions.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Stock
      Account.  As of each Adjustment Date (or such later date
      on which Common Shares are actually acquired), the amount credited to the
      Stock Account of each Participant shall be divided by the then Fair Market
      Value of a Common Share.  Upon completion of this calculation,
      each Stock Account shall be credited with the resulting number of whole
      Common Shares and any remaining amounts shall continue to be credited to
      the Stock Account until converted to whole Common Shares at a future
      Adjustment Date or purchase date.  The Stock Account of each
      Participant shall be credited with cash dividends on the Common Shares on
      and after the date such Common Shares are credited to the Stock
      Account.  At the following Adjustment Date (or, if later, the
      date on which Common Shares are actually acquired), the amount of cash
      dividends credited to each Stock Account (and any other amounts then
      credited to such Stock Account) shall be divided by the then Fair Market
      Value of a Common Share; and the Stock Account of each Participant shall
      be credited with the resulting number of whole Common Shares and any
      remaining amounts shall continue to be credited to the Stock Account until
      converted to whole Common Shares at a future Adjustment Date or purchase
      date.  The Plan Administrator may prescribe any reasonable
      method or procedure for the accounting of
  Additions.

              


      

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      E.  Stock
Adjustments.  The number of Common Shares and/or kind of
securities in the Stock Account of each Participant shall be adjusted from time
to time to reflect stock splits, stock dividends or other changes in the Common
Shares resulting from a change in the Corporation’s capital
structure.

      


      F.  Participant's Rights in
Accounts.  A Participant's only right with respect to his
Deferred Compensation Account (and amounts allocated thereto) will be to receive
payments in accordance with the provisions of Section 5 of the
Plan.

      


      Section
5.  PAYMENT OF DEFERRED COMPENSATION ACCOUNTS

      


      A.  Time of
Payment.  Distribution of a Participant's Deferred Compensation
Account shall be made as follows:

      


      
        	
                 
      

              	
                (i)

              	
                Grandfathered
      Amounts.  Distribution of a Participant’s Grandfathered
      Amounts shall commence on the first business day of the calendar month
      following the date of the Participant's termination of service as a
      Director due to resignation, retirement, death or
    otherwise.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Non-Grandfathered
      Amounts.   Distributions of a Participant’s
      Non-Grandfathered Amounts shall commence on the first business day of the
      calendar month following the earlier of the Participant’s: (a) death; or
      (b) Separation from Service.

              


      

      


      B.  Method of
Distribution.

      


      
        	
                 
      

              	
                (i)

              	
                In General. A
      Participant's Deferred Compensation Account shall be distributed to the
      Participant either in a single lump sum payment or in substantially equal
      annual installments over a period not to exceed five (5)
      years.  To the extent that a Deferred Compensation Account is
      distributed in installment payments, the undistributed portions of such
      account shall continue to be credited with Additions in accordance with
      the applicable provisions of Section 4.D.  In the absence of any
      election, a Participant's Deferred Compensation Account shall be paid in
      substantially equal annual installments over a period of five (5)
      years.  Cash Accounts shall be distributed in
      cash.  Stock Accounts shall be distributed either in Common
      Shares or in cash, as elected by the Participants.  The form of
      distribution of a Participant's Stock Account (cash or Common Shares)
      shall be elected by the Participant in the Deferral Notice delivered to
      the Plan Administrator at the time the deferral election (or treatment of
      existing account balance) is made.  In the event that a
      distribution of a Participant's Stock Account is made in cash, the Plan
      Administrator shall determine the amount of such distribution by using the
      Fair Market Value of a Common Share as of the date of distribution, or, if
      later, the date on which the Common Shares deemed credited to such Stock
      Account are actually sold.

              


      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      
        	
                 
      

              	
                (ii)

              	
                Grandfathered
      Amounts.  The method of distribution (lump sum or
      installments) of Grandfathered Amounts shall be elected by the Participant
      prior to the date on which he ceases to be a
  Director.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Non-Grandfathered
      Amounts.  The method of distribution (lump sum or
      installments) of Non-Grandfathered Amounts shall be elected by the
      Participant in accordance with Section 4.B.   A Participant
      may change his or her election with respect to Non-Grandfathered Amounts
      by notifying the Plan Administrator in writing of the change; provided,
      however that: (a) such election may not take effect until at least twelve
      (12) months after the date on which such election is made; and (b) the
      payment with respect to which such election is made must be deferred
      (except in the case of the Participant’s earlier death or Unforeseeable
      Emergency) for a period of not less than five (5) years after the
      Participant’s Separation from
Service.

              


      

      


      C.  Certain
Distributions.

      


      
        	
                 
      

              	
                (i)

              	
                Death Before All
      Payments Made.  If a Participant should die before full
      payment of all amounts in his or her Deferred Compensation Account, the
      Corporation shall, in the discretion of the Plan Administrator, either pay
      or continue to pay the unpaid amounts to the Participant's Beneficiary:
      (i) in the same manner as such unpaid amounts would have been paid to the
      Participant; or (ii) in a lump sum settlement of the remaining unpaid
      amount in the Participant's Deferred Compensation Account no sooner than
      the day after and not later than ninety (90) days following the date of
      the Participant's death.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Hardship
      Distributions.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Grandfathered
      Amounts.  The Plan Administrator may, in its discretion,
      accelerate the payments of Grandfathered Amounts without the consent of
      the Participant or the Participant's Beneficiary, estate or any other
      person or persons claiming through or under him or her.  In
      making such determinations, due consideration may be given to the health,
      financial circumstances and family obligations of the Participant. In this
      regard, the Participant (or after his or her death, his or her
      Beneficiary) may be consulted; however, he or she (or such Beneficiaries)
      shall have no voice in the decision
reached.

              


      

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      
        	
                 
      

              	
                (b)

              	
                Non-Grandfathered
      Amounts.  A Participant may request a distribution of all
      or part of his or her Non-Grandfathered Amounts upon the occurrence of an
      Unforeseeable Emergency.  The amount of this distribution,
      however, may not be greater than the amount reasonably necessary to
      satisfy the Unforeseeable Emergency or, if less, the amount of the
      Participant’s Non-Grandfathered Amounts as of the distribution
      date.  As a condition of receiving a distribution under this
      Section 5.C.(ii)(b), the Participant must file a written application with
      the Plan Administrator specifying the nature of the Unforeseeable
      Emergency and the amount needed to address that Unforeseeable Emergency
      and supplying any other information the Committee, in its discretion, may
      need to ensure that the conditions specified in this Section 5.C.(ii)(b)
      are satisfied.  Notwithstanding the foregoing, a distribution on
      account of an Unforeseeable Emergency may not be made to the extent that
      such Unforeseeable Emergency is or may be relieved through reimbursement
      or compensation from insurance or otherwise, by liquidation of the
      Participant’s assets, to the extent the liquidation of such assets would
      not cause severe financial hardship, or by cessation of deferrals under
      the Plan.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Six-Month Delay for
      Specified Employees.  If on the date of his or her
      Separation from Service, a Participant is a “specified employee” within
      the meaning of Section 409A of the Code and as determined under the
      Company’s policy for determining specified employees, all
      Non-Grandfathered Amounts required to be delayed pursuant to Section
      409A(a)(2)(B) of the Code shall be paid on the first business day of the
      seventh (7th) month following the date of the Separation from Service (or,
      if earlier, the date of death).  The first payment made
      following such delay shall include the cumulative amount of any amounts
      that could not be paid or provided during such
  period.

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                Income Inclusion under
      Section 409A of the Code.  The Plan Administrator may
      accelerate the time or schedule of a distribution to a Participant at any
      time the Plan fails to meet the requirements of Section 409A of the Code
      and the regulations promulgated thereunder.  Such payment may
      not exceed the amount required to be included in income as a result of the
      failure to comply with the requirements of Section 409A of the Code and
      the regulations promulgated
thereunder.

              


      

      


      D.  Designation of
Beneficiary.  In the event of the Participant’s death, his or
her Deferred Compensation Account shall be paid to his or her designated
Beneficiary.  If there is no designated Beneficiary or there is no
designated Beneficiary surviving at the Participant's death, payment of the
Participant's Deferred Compensation Account shall be made in accordance with the
following priority:

      


      
        	
                 
      

              	
                (i)

              	
                Spouse;

              


      

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

      
        	
                 
      

              	
                (ii)

              	
                Natural
      and adopted children or their issue, per
  stirpes;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Parents
      or the survivor of them;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                Brothers
      and sisters or their issue, per stirpes;
or

              


      

      


      
        	
                 
      

              	
                (v)

              	
                Other
      heirs-at-law; and if payable to more than one person in a class, all
      persons in that class shall share
equally.

              


      

      


      If a
Beneficiary survives the Participant but dies before receiving the entire death
benefit otherwise payable (and the Beneficiary is not survived by a second
Beneficiary, or the second Beneficiary also dies), and such Beneficiary has not
effectively designated a Beneficiary to whom his or her Plan benefits are to be
paid if the Beneficiary dies before receipt of all such benefits, the remainder
shall be paid to the heir or heirs of the last surviving Beneficiary in
accordance with priorities (i) through (v) above.

      


      E.  Taxes.  To
the extent required by law, the Corporation shall withhold from other amounts
owed to a Participant or require the Participant to remit to the Corporation or
applicable Affiliate an amount sufficient to satisfy federal, state and local
withholding tax requirements on any distribution from a Participant’s Deferred
Compensation Account or on the vesting, payment or cancellation of amounts owed
to the Participant under the Plan.  Determinations by the Plan
Administrator as to withholding shall be binding on the Participant and any
applicable Beneficiary.

      


      Section
6.                                ASSIGNMENT
OR ALIENATION

      


      The right
of a Participant, Beneficiary or any other person to the payment of a benefit
under this Plan may not be assigned, transferred, pledged or encumbered except
by will or by the laws of descent and distribution.

      


      Section
7.                                PLAN
ADMINISTRATION

      


      The Plan
Administrator will have the right to interpret and construe the Plan and to
determine all questions of eligibility and of status, rights and benefits of
Participants and all other persons claiming benefits under the
Plan.  In all such interpretations and constructions, the Plan
Administrator's determination will be based upon uniform rules and practices
applied in a nondiscriminatory manner and will be binding upon all persons
affected thereby. Subject to the provisions of Section 8 below, any decision by
the Plan Administrator with respect to any such matters will be final and
binding on all parties.  The Plan Administrator will have absolute
discretion in carrying out its responsibilities under this Section
7.

      


      Section
8.  CLAIMS PROCEDURE

      


      A.  Filing
Claims.  Any Participant or Beneficiary entitled to benefits
under the Plan may file a claim request with the Plan
Administrator.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      B.  Notification to
Claimant.  If a claim request is wholly or partially denied,
the Plan Administrator will furnish to the claimant a notice of the decision
within ninety (90) days in writing and in a manner calculated to be understood
by the claimant, which notice will contain the following
information:

      


      
        	
                 
      

              	
                (i)

              	
                the
      specific reason or reasons for the
denial;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                specific
      reference to pertinent Plan provisions upon which the denial is
      based;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                a
      description of any additional material or information necessary for the
      claimant to perfect the claim and an explanation of why such material or
      information is necessary; and

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                an
      explanation of the Plan's claims review procedure describing the steps to
      be taken by a claimant who wishes to submit his claims for
      review.

              


      

      


      C.  Review
Procedure.  A claimant or his or her authorized representative
may, with respect to any denied claim:

      


      
        	
                 
      

              	
                (i)

              	
                request
      a review upon a written application filed within sixty (60) days after
      receipt by the claimant of written notice of the denial of his or her
      claim;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                review
      pertinent documents; and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                submit
      issues and comments in writing.

              


      

      


      Any
request or submission will be in writing and will be directed to the Plan
Administrator (or its designee).  The Plan Administrator (or its
designee) will have the sole responsibility for the review of any denied claim
and will take all steps appropriate in the light of its findings.

      


      D.  Decision on
Review.  The Plan Administrator (or its designee) will render a
decision upon review.  If special circumstances (such as the need to
hold a hearing on any matter pertaining to the denied claim) warrant additional
time, the decision will be rendered as soon as possible, but not later than one
hundred twenty (120) days after receipt of the request for
review.  Written notice of any such extension will be furnished to the
claimant prior to the commencement of the extension.  The decision on
review will be in writing and will include specific reasons for the decision,
written in a manner calculated to be understood by the claimant, as well as
specific references to the pertinent provisions of the Plan on which the
decision is based.  If the decision on review is not furnished to the
claimant within the time limits prescribed above, the claim will be deemed
denied on review.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      Section
9.                                UNSECURED
AND UNFUNDED OBLIGATION

      


      Notwithstanding
any provision herein to the contrary, the benefits offered under the Plan shall
constitute an unfunded, unsecured promise by the Corporation and its Affiliates
to pay benefits determined hereunder which are accrued by
Participants.  The Corporation may, in its discretion, establish a
trust to provide payment of all or a portion of the benefits payable under this
Plan.  No Participant, Beneficiary or any other person shall have any
interest in any particular assets of the Corporation or any Affiliate (including
the assets of any trust established by the Corporation) by reason of the right
to receive a benefit under the Plan and any such Participant, Beneficiary or
other person shall have only the rights of a general unsecured creditor of the
Corporation and its Affiliates with respect to any rights under the
Plan.  Nothing contained in the Plan shall constitute a guaranty by
the Corporation, any Affiliate or any other entity or person that the assets of
the Corporation or its Affiliates (or any trust established by the Corporation)
will be sufficient to pay any benefit hereunder.  All expenses and
fees incurred in the administration of the Plan shall be paid by the Corporation
or an Affiliate.

      


      Section
10.                                AMENDMENT
AND TERMINATION OF THE PLAN

      


      The
Corporation reserves the right, by an action of the Plan Administrator, to amend
the Plan at any time, and from time to time, in any manner which it deems
desirable, provided that no amendment will adversely affect the accrued benefits
of any Participant under the Plan.  The Corporation also reserves the
right, by an action of the Plan Administrator, to terminate this Plan at any
time without providing any advance notice to any Participant; and in the event
of any Plan termination, the Corporation reserves the right to then distribute
all Grandfathered Amounts allocated to Participants' Deferred Compensation
Accounts.

      


      Notwithstanding
the foregoing, the Corporation may terminate the Plan and liquidate
Non-Grandfathered Amounts under the circumstances, and in accordance with the
requirements, described in Treasury Regulation §1.409A-3(j)(4)(ix).

      


      Section
11.                                BINDING
UPON SUCCESSORS

      


      The Plan
shall be binding upon and inure to the benefit of the Corporation, its
Affiliates, any of their successors and assigns and the Participants and their
heirs, executors, administrators and legal representatives.  In the
event of the merger or consolidation of the Corporation or any of its Affiliates
with or into any other corporation, or in the event substantially all of the
assets of the Corporation or any of its Affiliates shall be transferred to
another corporation, the successor corporation resulting from the merger or
consolidation, or the transferee of such assets, as the case may be, shall, as a
condition to the consummation of the merger, consolidation or transfer, assume
the obligations of the Corporation or Affiliate hereunder and shall be
substituted for the Corporation or Affiliate hereunder.

      


      Section
12.                                NO
GUARANTEE OF PLAN PERMANENCY

      


      This Plan
does not contain any guarantee of provisions for continued service as a Director
to any Participant nor is it guaranteed by the Corporation or any of its
Affiliates to be a permanent plan.

      


      
        
          
          

        

        
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      Section
13.                                GENDER

      


      Any
reference in the Plan made in the masculine pronoun shall apply to both men and
women.

      


      Section
14.                                INCAPACITY
OF RECIPIENT

      


      In the
event that a Participant or Beneficiary is declared incompetent and a guardian,
conservator or other person legally charged with the care of his or her person
or of his or her estate is appointed, any benefits under the Plan to which such
Participant or Beneficiary is entitled shall be paid to such guardian,
conservator or other person legally charged with the care of his or her person
or his or her estate. Except as provided hereinabove, when the Plan
Administrator, in its sole discretion, determines that a Participant or
Beneficiary is unable to manage his or her financial affairs, the Plan
Administrator may, but shall not be required to, direct the Corporation to make
distribution(s) to any one or more of the spouse, lineal ascendants or
descendants or other closest living relatives of such Participant or Beneficiary
who demonstrates to the satisfaction of the Plan Administrator the propriety of
making such distribution(s).  Any payment made under this Section 14
shall be in complete discharge of any liability under the Plan for such
payment.  The Plan Administrator shall not be required to see to the
application of any such distribution made to any person.

      


      Section
15.                                GOVERNING
LAW

      


      This Plan
shall be construed in accordance with and governed by the laws of the State of
Ohio.

      


      Section
16.                                SECTION
409A OF THE CODE

      


      It is
intended that Non-Grandfathered Amounts under this Plan comply with Section 409A
of the Code and the regulations promulgated thereunder (and any subsequent
notices or guidance issued by the Internal Revenue Service), and the Plan will
be interpreted, administered and operated accordingly.  Nothing herein
shall be construed as an entitlement to or guarantee of any particular tax
treatment to a Participant.  None of the Corporation, any Affiliate,
the Plan Administrator or any other person shall have any liability in the event
this Plan fails to comply with the requirements of Section 409A of the
Code.

      


      


       

       

      



      
        
           


        

        
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