Exhibit
10.1
 
 
 
 
 
 
 
 LANDAMERICA
FINANCIAL GROUP, INC.
 EXECUTIVE
VOLUNTARY DEFERRAL PLAN
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Effective
 December
1, 1998
 
 Amended
and Restated
 Effective
 November
3, 2008
 
 
  
 TABLE OF
CONTENTS
 
 
 PageARTICLE
      I
                Definition of
      Terms
                11.1
                
                Account
                11.2
                
                Administrator
                11.3
                
                Affiliate
                11.4
                
                Annual
      Bonus Date
                11.5
                
                Beneficiary
                21.6
                
                Benefit
      Commencement Date
                21.7
                
                Board
                21.8
                
                Bonus
                21.9
                
                Closing
      Price
                21.10
                
                Code
                21.11
                
                Committee
                21.12
                
                Corporation
                21.13
                
                Death
      Benefit
                21.14
                
                Deferral
      Amount
                21.15
                
                Deferral
      Benefit
                21.16
                
                Deferral
      Contribution
                21.17
                
                Deferral
      Election
                21.18
                
                Deferral
      Premium
                31.19
                
                Deferral
      Year
                31.20
                
                Deferred
      Cash Account
                31.21
                
                Deferred
      Stock Unit
                31.22
                
                Deferred
      Stock Unit Account
                31.23
                
                Disabled
      and Disability
                31.24
                
                Effective
      Date
                31.25
                
                Eligible
      Executive
                31.26
                
                Key
      Employee
                41.27
                
                Participant
                41.28
                
                Plan
                41.29
                
                Plan
      Year
                41.30
                
                Rate
      of Return
                41.31
                
                Retirement
                4ARTICLE
      II
                Eligibility and
      Participation
                52.1
                
                Eligibility
                52.2
                
                Participation
                52.3
                
                Commencement
      of Active Participation
                52.4
                
                Length
      of Participation
                5
 
  
  
 ARTICLE
      III
                Determination of
      Deferral
                63.1
                
                Deferral
      Benefit
                63.2
                
                Deferral
      Election
                63.3
                
                Subtractions
      from Deferred Cash Account and Deferred Stock Unit Account
                83.4
                
                Crediting
      of Interest to Deferred Cash Account
                83.5
                
                Equitable
      Adjustment in Case of Error or Omission
                83.6
                
                Statement
      of Benefits
                8ARTICLE
      IV
                Accounts and
      Investments
                94.1
                
                Accounts
                94.2
                
                Deferred
      Stock Units
                94.3
                
                Hypothetical
      Nature of Accounts and Investments
                10ARTICLE
      V
                Vesting
                11ARTICLE
      VI
                Death Benefits
                126.1
                
                Pre-Benefit
      Commencement Date Death Benefit
                126.2
                
                Post-Benefit
      Commencement Date Death Benefit
                12ARTICLE
      VII
                Payment of
      Benefits
                137.1
                
                Payment
      of Deferral Benefit
                137.2
                
                Payment
      of Death Benefit
                137.3
                
                Form
      of Payment of Deferral Benefit
                137.4
                
                Benefit
      Determination and Payment Procedure
                137.5
                
                Payments
      to Minors and Incompetents
                137.6
                
                Distribution
      of Benefit When Distributee Cannot be Located
                147.7
                
                Deferral
      Benefit Upon Disability or Termination of Employment At or After Age
      65
                147.8
                
                Acceleration
      of Benefits Prohibited
                14ARTICLE
      VIII
                Beneficiary
      Designation
                15ARTICLE
      IX
                Withdrawals
                169.1
                
                No
      Withdrawals Permitted
                169.2
                
                Hardship
      Exemption
                16ARTICLE
      X
                Funding
                17
 
  ii
  
 ARTICLE
      XI
                Change of
    Control
                1811.1
                
                Change
      of Control
                1811.2
                
                Effect
      of Change of Control
                19ARTICLE
      XII
                Plan
      Administration
                2112.1
                
                Appointment
      of Administrator
                2112.2
                
                Duties
      and Responsibilities of Plan Administrator
                2112.3
                
                Claims
      Procedures
                21ARTICLE
      XIII
                Amendment or Termination of
      Plan
                23ARTICLE
      XIV
                Miscellaneous
                2414.1
                
                Non-assignability
                2414.2
                
                Notices
      and Elections
                2414.3
                
                Delegation
      of Authority
                2414.4
                
                Service
      of Process
                2414.5
                
                Governing
      Law
                2414.6
                
                Binding
      Effect
                2414.7
                
                Severability
                2414.8
                
                Gender
      and Number
                2414.9
                
                Title
      and Captions
                2414.10
                
                Stock
      Subject to Plan
                2414.11
                
                Effective
      Date/Term
                25
 
 
  iii
 LandAmerica
Financial Group, Inc.
 Executive
Voluntary Deferral Plan
 
 LandAmerica Financial Group, Inc. (the
“Corporation”) initially adopted the LandAmerica Financial Group, Inc. Executive
Voluntary Deferral Plan (the “Plan”) effective as of December 1, 1998 to provide
certain key executives an opportunity to defer receipt of bonus payments as well
as an opportunity for such key executives to align their interests with the
Corporation by being tied to the performance of the Corporation’s common
stock.  The Corporation amended and restated the Plan, effective
January 1, 2004.  The Plan is further amended and restated as
described below.
 
 Effective January 1, 2005, the Plan is
amended to conform to the requirements of section 409A of the Internal Revenue
Code.  These amendments apply solely to amounts accrued on and after
January 1, 2005, plus any amounts accrued prior to January 1, 2005, that are not
earned and vested as of December 31, 2004.  Amounts accrued prior to
January 1, 2005, that are earned and vested as of December 31, 2004, shall
remain subject to the terms of the Plan as in effect on December 31,
2004.
 
 
 ARTICLE
I
 Definition of
Terms
 
 The following words and terms as used
in
this  Plan  shall  have  the  meaning  set  forth  below,  unless  a
different meaning is clearly required by the context:
 
 1.1           Account.  A
bookkeeping account established for a Participant under Article IV
hereof.  Effective January 1, 2005, the Corporation shall maintain a
Pre-2005 Account and Post-2004 Account for each Participant.  A
Participant’s Pre-2005 Account shall document the amounts deferred under the
Plan by the Participant and any other amounts credited hereunder which are
earned and vested prior to January 1, 2005, plus earnings thereon.  A
Participant’s Post-2004 Account shall document the amounts deferred under the
Plan by the Participant and any other amounts credited hereunder on and after
January 1, 2005, plus earnings thereon.  Where applicable, a
Participant’s Pre-2005 Account and Post-2004 Account may be referred to
collectively as the Participant’s “Account.”
 
 1.2           Administrator.
The Administrator
of the Plan appointed under Section 12.1.
 
 1.3           Affiliate.
Any subsidiary,
parent, affiliate, or other related business entity to the
Corporation.
 
 1.4           Annual
Bonus Date.  The date in a particular year on which the Bonus
awarded to those Participants who receive solely one Bonus award per year
becomes payable or would otherwise become payable, but for a Participant’s
Deferral Election.
  
  1.5           Beneficiary.
The person or
persons designated by a Participant or otherwise entitled pursuant to Section
8.1 to receive benefits under the Plan attributable to such Participant after
the death of such Participant.
 
 1.6           Benefit
Commencement Date.  The date irrevocably elected by the
Participant pursuant to Section 3.2, which date may not be later than the
Participant’s 70th birthday.  Except as provided in Section
3.2(b)(ix), the same Benefit Commencement Date shall be required for all
Deferral Contributions made and Deferral Benefits attributable to a Plan
Year.  Unless otherwise approved by the Administrator or otherwise
provided in this Plan, the Benefit Commencement Date elected by the Participant
must be the 15th day of
April of a year permitted by Section 3.2.
 
 1.7           Board.
The present and
any succeeding Board of Directors of the Corporation, unless such term is used
with respect to a particular Affiliate and its Directors, in which event it
shall mean the present and any succeeding Board of Directors of that
Affiliate.
 
 1.8           Bonus.
Compensation paid
to a Participant for services rendered to the Corporation or an Affiliate, which
is designated as a “bonus” by the Committee and which shall include without
limitation any pre-tax or sub-goal bonuses.
 
 1.9           Closing
Price.The
closing price of a share of common stock of the Corporation as reported on the
New York Stock Exchange composite tape on such day or, if the common stock of
the Corporation was not traded on the New York Stock Exchange on such day, then
on the next preceding day that the common stock of the Corporation was traded on
such exchange, all as reported by such source as the Administrator may
select.
 
 1.10           Code.
The Internal
Revenue Code of 1986, as the same may be amended from time to time.
 
 1.11           Committee.  The
Executive Compensation Committee of the Board.
 
 1.12           Corporation.  LandAmerica
Financial Group, Inc., or any successor thereto.
 
 1.13           Death
Benefit. The benefit with respect
to a Participant due a Participant’s Beneficiary, determined in accordance with
Article VI hereof.
 
 1.14           Deferral
Amount. With respect to each
Plan Year, the sum of the Deferral Contributions of a Participant with respect
to his Bonus to be earned during the Plan Year.
 
 1.15           Deferral
Benefit.  The balance in a Participant’s Deferred Cash Account
and Deferred Stock Unit Account.
 
 1.16           Deferral
Contribution.The portion of a
Participant’s Bonus, which is deferred under the Plan.
 
 1.17           Deferral
Election.  An irrevocable election of a Deferral Amount in
writing executed by the Eligible Executive or Participant and timely filed with
the Administrator.
  
 2
  
 1.18           Deferral
Premium.  Additional Deferred Stock Units awarded to a
Participant who elects to defer his Bonus into the Deferred Stock Unit Account
equal to twenty percent of the Participant’s Deferral Contribution into the
Deferred Stock Unit Account for a given Plan Year.
 
 1.19           Deferral
Year.  The Plan Year with respect to which a Deferral
Contribution is made.  For purposes hereof, a Deferral Contribution is
considered made with respect to the Plan Year in which the Bonus deferred was
earned.
 
 1.20           Deferred
Cash Account. An unfunded, bookkeeping
account maintained on the books of the Corporation for a Participant, which
reflects the Participant’s Deferral Contributions made under the Plan and is
treated as invested in a fixed return cash account as described in the
Plan.  Separate subdivisions of the Deferred Cash Account shall
continue to be maintained to reflect Deferral Contributions made and Deferral
Benefits attributable with respect to each Plan Year.
 
 1.21           Deferred
Stock Unit.  A hypothetical share of the Corporation’s common
stock.
 
 1.22           Deferred
Stock Unit Account. An unfunded, bookkeeping
account maintained on the books of the Corporation for a Participant, which
reflects his interest in amounts attributable to his Deferred Contributions
under the Plan and is treated as invested in Deferred Stock Units as described
in the Plan.  Separate subdivisions of the Deferred Stock Unit Account
shall be maintained to reflect Deferral Contributions made and Deferral Benefits
attributable with respect to each Plan Year and within each Plan Year, the
Deferral Contributions and Deferral Benefits attributable to Deferral
Contributions of Bonus and Deferral Premiums.
 
 1.23           Disabled
and Disability.
With respect to a Participant’s Pre-2005 Account, shall have the meanings
assigned to such terms in the Corporation’s Long-Term Disability
Plan.  With respect to a Participant’s Post-2004 Account, “Disabled”
and “Disability” mean the Participant, by reason of 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 twelve months, is
receiving benefits under the Corporation’s Long-Term Disability Plan for a
period of not less than three months.
 
 1.24           Effective
Date.  The Effective Date of the Plan is December 1,
1998.
 
 1.25           Eligible
Executive.  Effective for individuals who become Participants
on or after March 1, 2006, an executive who has the rank Senior Vice-President
of the Corporation, or higher, and other highly compensated individuals
designated by the Committee, or the Corporation, in their sole discretion;
provided, however, any executive who is an Active Participant in a Plan Year but
fails to meet the preceding definition of Eligible Executive for a subsequent
Plan Year shall remain an Eligible Executive provided he remains an Active
Participant.
  3
  1.26           Key
Employee.An
Eligible Executive who, as of December 31 of any Plan Year, satisfies the
requirements of Code section 416(i) without regard to Code section 416(i)(5)
will be considered a Key Employee for purposes of the Plan for the 12-month
period commencing on the next following April 1.
 
 1.27           Participant.
An Eligible
Executive who elects to participate in the Plan, and further differentiated as
follows:
 
 (i)
              “Active
      Participant”: A Participant who has an election to make Deferral
      Contributions to the Plan in effect at the time in
    question.
 
 (ii)
              “Inactive
      Participant”: A Participant who does not have an election to make Deferral
      Contributions to the Plan in effect at the time in
    question.
 
 1.28           Plan.  This
document, as contained herein or duly amended, which shall be known as the
“LandAmerica Financial Group, Inc. Executive Voluntary Deferral Plan” as amended
and restated effective November 3, 2008.
 
 1.29           Plan
Year. The
calendar year during which a Participant’s Bonus is earned.
 
 1.30           Rate of
Return.  The fixed rate of return for allocations made by a
Participant to a Deferred Cash Account.  Such rate of return shall be
eight percent until, if ever, increased by the Compensation
Committee.
 
 1.31           Retirement.  With
respect to a Participant’s Pre-2005 Account, “Retirement” means a Participant’s
termination of employment with the Corporation or an Affiliate at or after age
65.  With respect to a Participant’s Post-2004 Account, “Retirement”
means a Participant’s termination of employment with the Corporation or an
Affiliate at or after age 55.
 
  4
  
 ARTICLE
II
 Eligibility and
Participation
 
 2.1           Eligibility.  Each
Eligible Executive shall be eligible to participate in the Plan and to defer
Bonus for such Plan Year as provided in this Plan.  Any questions as
to whether an executive of the Corporation or an Affiliate is eligible to
participate shall be determined by the Administrator, in its sole discretion, in
accordance with Corporation policy, if any, on such matters.
 
 2.2           Participation.
 
 (a)           In
order to become an Active Participant and to make Deferral Contributions with
respect to a Plan Year, an Eligible Executive must file with the Administrator a
Deferral Election, in accordance with the terms and conditions set forth in
Section 3.2.  Except as provided in subsection (b) below, such
Deferral Election must be filed no later than the December 31 preceding such
Plan Year or at such earlier time as may be set by the Committee in its sole
discretion.
 
 (b)           Effective
for Eligible Executives who become eligible to participate in the Plan on or
after January 1, 2006, for any Plan Year in which an Eligible Executive becomes
eligible to participate in the Plan, the Eligible Executive must make an initial
Deferral Election within thirty days after the date he or she becomes
eligible.  Such Deferral Election shall be valid only with respect to
the portion of the Bonus equal to (x) the total amount of the
Eligible Executive’s Bonus multiplied by (y)the ratio of the number
of days remaining in the service period for which the Bonus is paid after the
election, over the total number of days in such service period.
 
 (c)           By
executing and filing such election with the Administrator, an Eligible Executive
consents and agrees to the following:
 
 (i)
              To
      execute such applications and take such physical examinations and to
      supply truthfully and completely such information as may be requested by
      any health questionnaire provided by the
  Administrator;
 
 (ii)
              To
      be bound by all terms and conditions of the Plan and all amendments
      thereto.
 
 2.3           Commencement
of Active Participation. An Eligible Executive shall become an Active
Participant with respect to a Plan Year only if he is expected to have a Bonus
during such Plan Year, and he timely files and has in effect a Deferral Election
for such Plan Year.
 
 2.4           Length of
Participation. An individual who is or becomes a Participant shall be or
remain an Active Participant as long as he has a Deferral Election in effect;
and he shall be or remain an Inactive Participant as long as he is entitled to
future benefits under the terms of the Plan and is not considered an Active
Participant.
 
  5
  
 ARTICLE
III
 Determination of
Deferral
 
 3.1           Deferral
Benefit. For purposes hereof, a Participant’s Deferral Benefit shall be
the balance in his Deferred Cash Account and his Deferred Stock Unit Account at
the time in question.
 
 3.2           Deferral
Election.
 
 (a)           Subject
to the restrictions and conditions hereinafter provided, a Participant may
irrevocably elect, as a Deferral Contribution with respect to a Plan Year, to
defer part of the Participant’s Bonus for a given Plan Year, which is specified
in his Deferral Election for such Plan Year in accordance with the conditions
set forth in this Section 3.2.  Any such Deferral Election must be
filed with the Administrator at the time required under Section
2.2(a).
 
 (b)           The
following conditions apply:
 
 (i)
              The
      maximum Deferral Contribution with respect to any Participant for a Plan
      Year shall be ninety-five percent (95%) of his Bonus for such Plan Year,
      and such election shall be expressed by the Participant’s indication of
      (x) the excess of
      a dollar level, (y) a stated
      percentage, or (z) a stated percentage
      of the excess of a dollar level of the Participant’s Bonus for a given
      Plan Year.
 
 (ii)
              Deferral
      Contributions shall be credited to the Participant’s account as of the
      last day of the month in which the Bonus would otherwise be paid to the
      Participant. The Participant shall indicate on his election form how the
      Deferral Contribution is to be allocated between the Participant’s
      Deferred Cash Account and the Participant’s Deferred Stock Unit
      Account.  To the extent that a Participant elects to defer
      amounts into his Deferred Cash Account, the Participant’s Deferred Cash
      Account shall be credited with the dollar amount of the Deferral
      Contribution allocated to such Account.  To the extent that a
      Participant elects to defer amounts into his Deferred Stock Unit Account,
      the Participant’s Deferred Stock Unit Account shall be credited with that
      number of Deferred Stock Units determined by dividing the dollar amount of
      the Participant’s Deferral Contribution to the Deferred Stock Unit Account
      by the Closing Price on the day the Deferred Stock Units are credited to
      the Participant’s Account.
 
 (iii)
              A
      Participant who makes a Deferral Contribution for a given Plan Year into
      the Participant’s Deferred Stock Unit Account shall receive a Deferral
      Premium of additional Deferred Stock Units equal to twenty percent of the
      Participant’s Deferral Contribution to his Deferred Stock Unit Account for
      such Plan Year.  The Deferral Premium shall be credited to the
      Participant’s Deferred Stock Unit Account in addition to the Deferred
      Stock Units received as a result of the election to defer the
      Participant’s Bonus, although such Deferral Premium shall be subject to
      certain vesting requirements set forth in (ix) below.  The
      Deferral Premium shall be credited to the Participant’s Deferred Stock
      Unit Account as of the first day of March of the year following
      the
  6
  Deferral
      Year.  The number of Deferred Stock Units credited shall be
      determined by dividing the Deferral Premium by the Closing Price on the
      day the Deferred Stock Units are credited to the Participant’s
      Account.
 
 (iv)           A
separate Deferral Election must be filed for each Plan Year.
 
 (v)
              Each
      Deferral Election shall be made on a form provided by the Administrator
      and shall specify any such information as the Administrator may
      require.
 
 (vi)           A
Deferral Election must specify the manner of payment and the period of
payment.  A Participant may elect to receive a lump sum payment or
annual or quarterly installment payments over a term of years of up to fifteen
years.
 
 (vii)           A
Deferral Election must specify the Benefit Commencement Date.  The
deferral period must be at least three years, or, if shorter, extend to the
Participant’s 70th
birthday.  The Benefit Commencement Date must be April 15 of the year
payments are to begin and may be (A) any April 15 that is at least three years
after the end of the Plan Year in which the Bonus is earned but no later than
the Participant’s 70th
birthday, or (B) the later of (x) any April 15 that is at
least three years after the end of the Plan Year in which the Bonus is earned
but no later than the Participant’s 70th
birthday, or (y) the
April 15 following Participant’s termination of employment with the Corporation
or an Affiliatebut
no later than the Participant’s 70th
birthday.  The Benefit Commencement Date specified in the
Participant’s Deferral Election may be accelerated upon the Participant’s death,
Disability, termination of employment at or after age 65 or upon a Change of
Control as further provided in this Plan.  In the event a Participant
has elected a Benefit Commencement Date for a Plan Year prior to the 2004 Plan
Year other than the 15th day of
April, such Benefit Commencement Date shall be the 15th day of
April of the year that includes the elected Benefit Commencement
Date.
 
 (viii)                      Notwithstanding
subsection (b)(vii) above, a Benefit Commencement Date of a Participant who is a
Key Employee that occurs in accordance with item (B)(2) of that subsection
(termination of employment) may be adjusted for his Post-2004 Account to the
first day of the month following the six–month anniversary of the Participant’s
termination of employment.  Such adjustment shall occur only if it
results in a Benefit Commencement Date that is later than the Benefit
Commencement Date specified in the Participant’s Deferral Election.
 
 (ix)           With
respect to a Participant’s Pre-2005 Account, a Participant shall have the option
of postponing the elected Benefit Commencement Date of a Deferral Benefit
whether from the Participant’s Deferred Cash Account or Deferred Stock Unit
Account by making an irrevocable election to roll over such Deferral Benefit at
least one year before such Benefit Commencement Date, provided that the
Participant may not postpone the elected Benefit Commencement Date past the
Participant’s 70th birthday. With respect to a Participant’s Post-2004 Account,
a Participant shall have the option of postponing a Benefit Commencement Date
elected in accordance with subsection (b)(vii)(A) or (B)(1) above of, whether
from the Participant’s Deferred Cash Account or
  7
  Deferred
Stock Unit Account, for a period not less than five years by making an
irrevocable election to do so, provided such election is made at least twelve
months before the otherwise scheduled Benefit Commencement Date.  In
addition, such an election may not take effect for twelve months after the date
of the election and may be made only if the Participant’s 70th
birthday would not occur prior to the minimum five-year period described in the
preceding sentence.  A Participant shall make such election, whether
for his Pre-2005 Account or Post-2004 Account, on a form designated by the
Administrator.
 
 (x)           The
Participant shall forfeit a Deferral Premium (and any dividends credited to the
Participant’s Deferred Stock Unit Account as a result of such Deferral Premium)
if the Participant separates from service to the Corporation or an Affiliate
before the third anniversary of the first day of March of the year following the
Deferral Year (second anniversary in the case of deferral contributions for Plan
Years prior to the 2004 Plan Year) for any reason other than (x) on account of the
Participant’s death, Disability or Retirement or (y)following a Change of
Control with respect to Deferral Premiums earned before the Change of
Control.
 
 3.3           Subtractions
from Deferred Cash Account and Deferred Stock Unit Account. All
distributions from a Participant’s Deferred Cash Account and Deferred Stock Unit
Account shall be subtracted when such distributions are made.
 
 3.4           Crediting
of Interest to Deferred Cash Account.  There shall be credited
to each Participant’s Deferred Cash Account an amount representing interest on
the balance of such account.  Interest shall be credited as
earned.  Such interest shall be based on the applicable Rate of Return
for the Plan Year.  The Participant shall forfeit fifty percent of any
interest earned with respect to a Deferral Contribution if the Participant
separates from service to the Corporation or an Affiliate before the third
anniversary of the first day of March of the year following the Deferral Year
other than (x) on
account of the Participant’s death, Disability or Retirement or (y) following a Change of
Control with respect to Deferral Contributions made before the Change of
Control; provided, however, this forfeiture provision shall not apply to
interest earned on Deferral Contributions made for Plan Years before the 2004
Plan Year.
 
 3.5           Equitable
Adjustment in Case of Error or Omission. If an error or omission is
discovered in the Deferred Cash Account and Deferred Stock Unit Account of a
Participant, the Administrator shall make such equitable adjustments as the
Administrator deems appropriate.
 
 3.6           Statement
of Benefits. Within a reasonable time after the end of the Plan Year and
at the date a Participant’s Deferral Benefit or Death Benefit becomes payable
under the Plan, the Administrator shall provide to each Participant (or, if
deceased, to his Beneficiary) a statement of the benefit under the
Plan.
 
  8
  
 ARTICLE
IV
 Accounts and
Investments
 
 4.1           Accounts.   A
separate Pre-2005 Account and Post-2004 Account under the Plan shall be
established for each Participant.  Such Account shall be (a) credited
with the amounts credited in accordance with Section 3.2, (b) credited (or
charged, as the case may be) with the investment results determined in
accordance with Section 4.2, and (c) charged with the amounts paid by the Plan
to or on behalf of the Participant in accordance with Article
VII.  With each Participant’s Account, separate subaccounts including
a Deferred Stock Unit Account and a Deferred Cash Account shall be
maintained.
 
 4.2           Deferred
Stock Units.  Except as provided below, a Participant’s
Deferred Stock Unit Account shall be treated as if it were invested in Deferred
Stock Units that are equivalent in value to the fair market value of the shares
of the Corporation’s common stock in accordance with the following
rules:
 
 (a)           The
number of Deferred Stock Units credited to a Participant’s Deferred Stock Unit
Account shall be increased on each date on which a dividend is paid on the
Corporation’s common stock.  The number of additional Deferred Stock
Units credited to a Participant’s Deferred Stock Unit Account as a result of
such increase shall be determined by (i) multiplying the total number of
Deferred Stock Units (with fractional Deferred Stock Units rounded off to the
nearest thousandth) credited to the Participant’s Deferred Stock Unit Account
immediately before such increase by the amount of the dividend paid per share of
the Corporation’s common stock on the dividend payment date, and (ii) dividing
the product so determined by the Closing Price on the dividend payment
date.
 
 (b)           The
dollar value of the Deferred Stock Units credited to a Participant’s Deferred
Stock Unit Account on any date shall be determined by multiplying the number of
Deferred Stock Units (including fractional Deferred Stock Units) credited to the
Participant’s Deferred Stock Unit Account by the Closing Price on that
date.
 
 (c)           In
the event of a transaction or event described in this subsection (c), the number
of Deferred Stock Units credited to a Participant’s Deferred Stock Unit Account
shall be adjusted in such manner as the Board, in its sole discretion, deems
equitable.  A transaction or event is described in this subsection (c)
if (i) it is a dividend (other than regular quarterly dividends) or other
distribution (whether in the form of cash, shares, other securities, or other
property), extraordinary cash dividend, recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
repurchase, or exchange of shares or other securities, the issuance or
exercisability of stock purchase rights, the issuance of warrants or other
rights to purchase shares or other securities, or other similar corporate
transaction or event and (ii) the Board determines that such transaction or
event affects the shares of the Corporation’s common stock, such that an
adjustment pursuant to this subsection (c) is appropriate to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.
  9
  4.3           Hypothetical
Nature of Accounts and Investments.  Each Account established
under this Article IV shall be maintained for bookkeeping purposes
only.  Neither the Plan nor any of the Accounts established under the
Plan shall hold any actual funds or assets.  The Deferred Stock Units
established hereunder shall be used solely to determine the amounts to be paid
hereunder, shall not represent an equity security of the Corporation, and shall
not carry any voting or dividend rights.
 
  10
  
 ARTICLE
V
 Vesting
 
 A Participant’s Deferred Cash Account
and Deferred Stock Unit Account shall be fully vested and non-forfeitable at all
times, except that Deferral Premiums and any dividends credited to the
Participant’s Deferred Stock Unit Account as a result of such Deferral Premiums
shall vest as provided in Section 3.2(b)(ix) and interest credited to the
Participant’s Deferred Cash Account shall vest as provided in Section
3.4.
 
  11
  
 ARTICLE
VI
 Death
Benefits
 
 6.1           Pre-Benefit
Commencement Date Death Benefit. In the event that a Participant dies
prior to his Benefit Commencement Date, the Beneficiary of such Participant
shall be entitled to receive as a Death Benefit an amount equal to the Deferral
Benefit that the Participant would have received had the Participant lived to
his Benefit Commencement Date and received the full Deferral
Benefit.  This Death Benefit shall be calculated by (a) increasing the
Participant’s Account by the value of any amounts deferred by the Participant
that have not yet been credited to the Account, (b) crediting the Participant’s
Deferred Stock Unit Account with any Deferral Premiums owed to the Participant
that have not been credited, and (c) increasing the value of the Participant’s
Deferred Cash Account by the amount that would have been credited as interest at
the Rate of Return from the date of death through the Participant’s Benefit
Commencement Date assuming, for purposes of this additional interest crediting
only, the Participant’s Deferred Stock Unit Account had been converted to a
Deferred Cash Account and added to the Participant’s existing Deferred Cash
Account as of the first day of the month following the Participant’s date of
death.  This Death Benefit shall be paid pursuant to the Participant’s
election form except that the payment shall be made, or begin, no more than
ninety days after the Participant’s date of death.  To the extent not
paid out in a lump sum payment, the Participant’s Deferred Stock Unit Account
will continue to be credited with additional Deferred Stock Units in accordance
with Section 4.2 and the Participant’s Deferred Cash Account, as adjusted by
this Section 6.1, shall accrue interest thereafter at the Rate of
Return.
 
 6.2           Post-Benefit
Commencement Date Death Benefit.  In the event that a
Participant dies after his Benefit Commencement Date, then the Beneficiary of
such Participant shall be entitled to receive as a Death Benefit a continuation
of the payment of the Deferral Benefit in the same manner and in the same amount
that the Participant would have received had the Participant lived to receive
the Deferral Benefit.
 
  12
  
 ARTICLE
VII
 Payment of
Benefits
 
 7.1           Payment
of Deferral Benefit.A Participant’s Deferral
Benefit, if any, shall become payable to the Participant as of the Benefit
Commencement Date specified in his Deferral Election (or adjusted Benefit
Commencement Date described in Section 3.2(b)(viii) or 7.7(b)) and shall be made
as soon thereafter as is administratively practical.  The first
payment made on an adjusted Benefit Commencement Date shall include a single
lump sum “catch-up” amount equal to the sum of the payments that would have been
made to the Participant during the period preceding the adjusted Benefit
Commencement Date if no adjustment had been made.  A Participant shall
be paid his Deferral Benefit in a lump sum or in periodic installment payments
payable quarterly or annually for the period irrevocably elected by the
Participant pursuant to Section 3.2.  If the Participant has elected
to receive the Deferral Benefit in installments, each of the Participant’s
installment payments shall be comprised of accrued interest, if any, and that
portion of the Participant’s Deferral Benefit equal to the balances in the
Participant’s Deferred Cash Account and Deferred Stock Unit Account divided by
the number of remaining installment payments to be made to the
Participant.  Annual installment payments shall be made as of the
15th
day of April of each year and shall be made as soon thereafter as
administratively practical.  Quarterly installments shall be made as
of the 15th day of
each January, April, July and October and shall be made as soon thereafter as
administratively practical.
 
 7.2           Payment
of Death Benefit.  A Participant’s Death Benefit shall be
payable to his Beneficiary as set forth in Article VI.
 
 7.3           Form of
Payment of Deferral Benefit.A Participant’s Deferred
Stock Unit Account shall be paid in shares of the Corporation’s common stock
with fractional shares paid in cash, and the Deferred Cash Account shall be paid
in cash.
 
 7.4           Benefit
Determination and Payment Procedure.  The Administrator has the
authority, in its sole discretion and judgment to make all determinations
concerning eligibility for benefits under the Plan, the time or terms of
payment, and the form or manner of payment to the Participant or the
Participant’s Beneficiary, in the event of the death or Disability of the
Participant.  The Administrator shall promptly notify the Corporation
of each such determination that benefit payments are due and provide to the
Corporation all other information necessary to allow the Corporation to carry
out said determination, whereupon the Corporation shall pay such benefits in
accordance with the Administrator’s determination.
 
 7.5           Payments
to Minors and Incompetents.  If a Participant or Beneficiary
entitled to receive any benefits hereunder is a minor or is adjudged to be
legally incapable of giving valid receipt and discharge for such benefits, or is
deemed so by the Administrator, benefits will be paid to such person as the
Administrator may designate for the benefit of such Participant or
Beneficiary.  Such payments shall be considered a payment to such
Participant or Beneficiary and shall, to the extent made, be deemed a complete
discharge of any liability for such payments under the Plan.
  13
  7.6           Distribution
of Benefit When Distributee Cannot Be Located.  The
Administrator shall make all reasonable attempts to determine the identity
and/or whereabouts of a Participant or a Participant’s Beneficiary entitled to
benefits under the Plan, including the mailing by certified mail of a notice to
the last known address shown on the Corporation’s or the Administrator’s
records.  If the Administrator is unable to locate such a person
entitled to benefits hereunder, or if there has been no claim made for such
benefits, the Corporation shall continue to hold the benefit due such person,
subject to any applicable statute of escheats.
 
 7.7           Deferral
Benefit Upon Disability or Termination of Employment At or After Age
65.
 
 (a)           In
the event of the Participant’s Disability prior to his selected Benefit
Commencement Date, the Participant’s Benefit Commencement Date shall be adjusted
to the first day of the month following the Participant’s
Disability.  The Participant’s Account shall be increased as of such
date by (i) the value of any amounts deferred by the Participant that have not
yet been credited to the Participant’s Account and (ii) any Deferral Premium
owed to the Participant that has not been credited.  To the extent not
paid out in a lump sum payment, the Deferred Stock Unit Account of a Participant
who has elected to receive his Deferral Benefit in installments shall continue
to be credited with additional Deferred Stock Units in accordance with Section
4.2. The Deferred Cash Account shall continue to accrue interest at the Rate of
Return. The Participant’s Deferral Benefit shall be paid in the manner
prescribed on the Participant’s election form, except with regard to the
Participant’s originally selected Benefit Commencement Date.
 
 (b)           In
the event of the Participant’s termination of employment at or after age 65
prior to his selected Benefit Commencement Date, the Participant’s Benefit
Commencement Date for his Pre-2005 Account shall be adjusted to the first day of
the month following the Participant’s termination of employment at or after age
65.  The Participant’s Pre-2005 Account shall be increased as of the
applicable date by (i) the value of any amounts deferred by the Participant that
have not yet been credited to the Participant’s Account and (ii) any Deferral
Premium owed to the Participant that has not been credited.  To the
extent not paid out in a lump sum payment, the Deferred Stock Unit Account of a
Participant who has elected to receive his Deferral Benefit in installments
shall continue to be credited with additional Deferred Stock Units in accordance
with Section 4.2.  The Deferred Cash Account shall continue to accrue
interest at the Rate of Return.  The Participant’s Deferral Benefit
for his Pre-2005 Account shall be paid in the manner prescribed on the
Participant’s election form, except with regard to the Participant’s originally
selected Benefit Commencement Date.  The Participant’s Post-2004
Account shall be paid in the manner prescribed on the Participant’s election
form.
 
 7.8           Acceleration
of Benefits Prohibited.  Except as provided in Treasury
Regulations, no acceleration in the time or schedule of any payment or amount
scheduled to be paid from the Participant’s Post-2004 Account is
permitted.
 
  14
  
 ARTICLE
VIII
 Beneficiary
Designation
 
 A Participant may designate a
Beneficiary and a contingent Beneficiary.  Any Beneficiary designation
made hereunder shall be effective only if properly signed and dated by the
Participant and delivered to the Administrator prior to the time of the
Participant’s death.  The most recent Beneficiary designation received
by the Administrator shall be the effective Beneficiary designation for all Plan
Years and shall supercede all prior Beneficiary designations unless specifically
designated otherwise.  Any Beneficiary designation hereunder shall
remain effective until changed or revoked hereunder.
 
 A Beneficiary designation may be
changed by the Participant at any time, or from time to time, by filing a new
designation in writing with the Administrator.
 
 If the Participant dies without having
designated a Beneficiary or a contingent Beneficiary or if the Participant dies
and the Beneficiary and contingent Beneficiary so named by the Participant have
both predeceased the Participant, then the Participant’s estate shall be deemed
to be his Beneficiary.  In the event that the Participant dies and the
Beneficiary so named by the Participant has predeceased the Participant, then
the surviving contingent Beneficiary, if any, shall be the
Beneficiary.
 
 If a Beneficiary of the Participant
shall survive the Participant but shall die before the Participant’s entire
benefit under the Plan has been distributed, then the unpaid balance thereof
shall be distributed to any other beneficiary named by the deceased Beneficiary
to receive his interest or, if none, to the estate of the deceased
Beneficiary.
 
  15
  
 ARTICLE
IX
 Withdrawals
 
 9.1           No
Withdrawals Permitted.  No withdrawals or other distributions
shall be permitted from the Deferred Cash Account and Deferred Stock Unit
Account except as specifically provided in Articles VII and IX.
 
 9.2           Hardship
Exemption.
 
 (a)           A
distribution of a portion of the Participant’s Deferral Account because of an
Unforeseeable Emergency will be permitted only to the extent required by the
Participant to satisfy the emergency need.  Whether an Unforeseeable
Emergency has occurred will be determined solely by the Administrator.
Distributions in the event of an Unforeseeable Emergency may be made by and with
the approval of the Administrator upon written request by a
Participant.
 
 (b)           An
“Unforeseeable Emergency” is defined as a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent of the Participant, loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the Participant’s
control.  The circumstances that will constitute an Unforeseeable
Emergency will depend upon the facts of each case, but, in any event, any
distribution under this Section 9.2 shall not exceed the remaining amount
required by the Participant to resolve the hardship after (i) reimbursement or
compensation through insurance or otherwise, (ii) obtaining liquidation of the
Participant’s assets, to the extent such liquidation would not itself cause a
severe financial hardship, or (iii) suspension of deferrals under the
Plan.
 
  16
  
 ARTICLE
X
 Funding
 
 All Plan Participants and Beneficiaries
are general unsecured creditors of the Corporation with respect to the benefits
due hereunder and the Plan constitutes a mere promise by the Corporation to make
benefit payments in the future.  It is the intention of the
Corporation that the Plan be considered unfunded for tax purposes.
 
 The Corporation may, but is not
required to, purchase life insurance in amounts sufficient to provide some or
all of the benefits provided under this Plan or may otherwise segregate assets
for such purpose.
 
 The Corporation may, but is not
required to, establish a grantor trust which may be used to hold assets of the
Corporation which are maintained as reserves against the Corporation’s unfunded,
unsecured obligations hereunder.  Such reserves shall at all times be
subject to the claims of the Corporation’s creditors.  To the extent
such trust or other vehicle is established, and assets contributed, for the
purpose of fulfilling the Corporation’s obligation hereunder, then such
obligation of the Corporation shall be reduced to the extent such assets are
utilized to meet its obligations hereunder.  Any such trust and the
assets held thereunder are intended to conform in substance to the terms of the
model trust described in Revenue Procedure 92-64.
 
  17
  ARTICLE
XI
 Change of
Control
 
 11.1           Change of
Control.
 
 A “Change of Control” shall
mean:
 
 (a)           The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the
then outstanding shares of common stock of the Corporation (the “Outstanding
Corporation Common Stock”) or (ii) the combined voting power of the then
outstanding voting securities of the Corporation entitled to vote generally in
the election of directors (the “Outstanding Corporation Voting Securities”);
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (i) any acquisition
directly from the Corporation, (ii) any acquisition by the Corporation, (iii)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by the Corporation
or (iv) any acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection (c) of this Section;
or
 
 (b)           Individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Corporation’s shareholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
 
 (c)           Consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Corporation (a “Business
Combination”), in each case, unless, following such Business Combination, (i)
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation a
corporation which as a result of such transaction owns the Corporation or all or
substantially all of the Corporation’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Corporation
or such
  18
  corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or
 
 (d)           Approval
by the shareholders of the Corporation of a complete liquidation or dissolution
of the Corporation.
  Notwithstanding the foregoing, for
purposes of subsection (a) of this Section, a Change of Control shall not be
deemed to have taken place if, as a result of an acquisition by the Corporation
which reduces the Outstanding Corporation Common Stock or the Outstanding
Corporation Voting Securities, the beneficial ownership of a Person increases to
20% or more of the Outstanding Corporation Common Stock or the Outstanding
Corporation Voting Securities; provided, however, that if a Person shall become
the beneficial owner of 20% or more of the Outstanding Corporation Common Stock
or the Outstanding Corporation Voting Securities by reason of share purchases by
the Corporation and, after such share purchases by the Corporation, such Person
becomes the beneficial owner of any additional shares of the Outstanding
Corporation Common Stock or the Outstanding Corporation Voting Stock, for
purposes of subsection (a) of this Section, a Change of Control shall be deemed
to have taken place.
 
 11.2           Effect of
Change of Control.
 
 (a)           Upon
a Change of Control, the Corporation shall establish, if one has not been
established, a grantor trust, as described in Article X and shall contribute to
such trust within seven days of the Change of Control and within thirty days of
the end of each Plan Year thereafter, a lump sum payment equal to the difference
between the aggregate value of all Participants’ Accounts and the value of the
assets of the trust on the date of the Change of Control or end of the Plan
Year.
 
 (b)           Notwithstanding
any other provision in any other Article of this Plan to the contrary, in the
event a Participant separates from service to the Corporation or an Affiliate
within two years following a change of control event as defined in Treasury
Regulations section 1.409A-3(i)(5), with respect to the Company, other than on
account of the Participant’s death or or Disability, (i) the value of all
amounts deferred by a Participant which have not yet been credited to the
Participant’s Account and (ii) the value of such Participant’s Account shall be
paid to Participant in a lump-sum payment no later than thirty days after the
date of the Participant’s separation from service; provided, however, that with
respect to the Post-2004 Account of a Key Employee, such distribution shall be
paid on first day of the month following the six–month anniversary of the
Participant’s separation from service (and shall be calculated as of that
date).  The value of such Participant’s Deferred Stock Unit Account
shall be paid in shares of the Corporation’s common stock (or the stock of an
Acquiring Corporation as provided
  19
  in
Section 11.2(c)) with fractional shares paid in cash and the value of such
Participant’s Deferred Cash Account shall be paid in cash.
 
 (c)           Upon
a Change of Control, each Participant’s Deferred Stock Unit Account shall be
adjusted as provided in Section 4.2(c).  The amount of such adjustment
shall be determined by the Board (which, for this purpose, shall be comprised
solely of employee members of the Board prior to the Change of Control) so as to
reflect fairly and equitably appropriate circumstances as the Board deems
appropriate, including, without limitation, the recent price of shares of the
Corporation’s common stock.  For purposes of adjustments under this
Section 11.2(c), the value of a Participant’s Deferred Stock Unit Account shall
be adjusted to the greater of (1) the Closing Price on or nearest the date on
which the Change of Control is deemed to occur, or (2) the highest per share
price for shares of the Corporation’s common stock actually paid in connection
with the Change of Control.  In the event the consideration received
in the Change of Control transaction by the holders of the Corporation’s common
stock includes shares of stock of another corporation (an “Acquiring
Corporation”), the adjustment under this Section 11.2(c) shall include
converting each Deferred Stock Unit into units of stock of the Acquiring
Corporation of the same class as the shares received by the holders of the
Corporation’s common stock in the Change of Control transaction using the same
exchange ratio as the exchange ratio used in the Change of Control transaction
and such units shall be deemed to be equivalent in value to the fair market
value of such shares of the Acquiring Corporation.  Such units shall
thereafter be deemed to be Deferred Stock Units within the meaning of this Plan
and accounted for and adjusted accordingly.  Any other adjustment made
to a Deferred Stock Unit Account, including an adjustment relating to other
consideration received in the Change of Control transaction by the holders of
the Corporation’s common stock, shall be credited to the Participant’s Deferred
Cash Account.
 
 
  20
  ARTICLE
XII
 Plan
Administration
 
 12.1           Appointment
of Administrator.  The Corporation shall serve as the
Administrator unless the Committee has appointed one or more persons to serve as
the Administrator for the purpose of administering the Plan.  In the
event more than one person is appointed, the persons shall form a committee for
the purpose of functioning as the Administrator.  If the Committee has
so appointed an Administrator, the person or committeemen serving as
Administrator shall serve for indefinite terms at the pleasure of the Committee,
and may, by thirty days prior written notice to the Committee, terminate such
appointment.
 
 12.2           Duties
and Responsibilities of Plan Administrator.
 
 (a)           The
Administrator shall maintain and retain necessary records regarding its
administration of the Plan.
 
 (b)           The
Administrator is empowered to settle claims against the Plan and to make such
equitable adjustments in a Participant’s or Beneficiary’s rights or entitlements
under the Plan as it deems appropriate in the event an error or omission is
discovered or claimed in the operation or administration of the Plan as provided
in Section 12.3.
 
 (c)           The
Administrator has the authority in its sole judgment and discretion to construe
the Plan, correct defects, supply omissions or reconcile inconsistencies to the
extent necessary to effectuate the Plan, and such action shall be conclusive and
binding on all Participants.
 
 12.3           Claims
Procedures.
 
 (a)           Any
claim by a Participant or his or her Beneficiary (hereafter the “Claimant”) for
benefits shall be submitted in writing to the Administrator.  The
Administrator shall be responsible for deciding whether such claim is payable,
or the claimed relief otherwise is allowable, under the provisions and rules of
the Plan (a “Covered Claim”).  The Administrator otherwise shall be
responsible for providing a full review of the Administrator’s decision with
regard to any claim, upon a written request.
 
 (b)           Each
Claimant or other interested person shall file with the Administrator such
pertinent information as the Administrator may specify, and in such manner and
form as the Administrator may specify; and, such person shall not have any
rights or be entitled to any benefits, or further benefits, hereunder, as the
case may be, unless the required information is filed by the Claimant or on
behalf of the Claimant.  Each Claimant shall supply, at such times and
in such manner as may be required, written proof that the benefit is covered
under the Plan.  If it is determined that a Claimant has not incurred
a Covered Claim or if the Claimant shall fail to furnish such proof as is
requested, no benefits, or no further benefits, hereunder, as the case may be,
shall be payable to such Claimant.
  21
  (c)           Notice
of any decision by the Administrator with respect to a Claim generally shall be
furnished to the Claimant within ninety days following the receipt of the claim
by the Administrator (or within ninety days following the expiration of the
initial ninety-day period in any case where there are special circumstances
requiring extension of time for processing the claim).  If special
circumstances require an extension of time for processing the claim, written
notice of the extension shall be furnished by the Administrator to the
Claimant.
 
 (d)           Commencement
of benefit payments shall constitute notice of approval of a claim to the extent
of the amount of the approved benefit.  If such claim shall be wholly
or partially denied, such notice shall be in writing.  If the
Administrator fails to notify the Claimant of the decision regarding his or her
claim in accordance with the “Claims Procedure” provisions, the claim shall be
“deemed” denied; and, the Claimant then shall be permitted to proceed with the
claims review procedure provided for herein.
 
 (e)           Within
sixty days following receipt by the Claimant of notice of the claim denial, or
within sixty days following the date of a deemed denial, the Claimant may appeal
denial of the claim by filing a written application for review with the
Administrator.  Following such request for review, the Administrator
shall fully review the decision denying the claim.  The decision of
the Administrator then shall be made within sixty days following receipt by the
Administrator of a timely request for review (or within one hundred and twenty
days after such receipt, in a case where there are special circumstances
requiring an extension of time for reviewing such denied claim).  The
Administrator shall deliver its decision to the Claimant in
writing.  If the decision on review is not furnished within the
prescribed time, the claim shall be deemed denied on review.
 
 (f)           For
all purposes under the Plan, the decision with respect to a claim (if no review
is requested) and the decision with respect to a claims review (if requested),
shall be final, binding and conclusive on all Participants, Beneficiaries and
other interested parties, as to all matters relating to the Plan and Plan
benefits.  Further, each claims determination under the Plan shall be
made in the absolute and exclusive discretion and authority of the
Committee.
 
 
  22
  ARTICLE
XIII
 Amendment or Termination of
Plan
 
 The Plan may be terminated or amended
at any time by the Board, effective as of any date specified.  Any
such action taken by the Board shall be evidenced by a resolution and shall be
communicated to Participants and Beneficiaries prior to the effective date
thereof.  No amendment or termination shall decrease a Participant’s
Deferral Benefit accrued prior to the effective date of the amendment or
termination. Solely with respect to a Participant’s Pre-2005 Account, the Board
reserves the right unilaterally to shorten the deferral period of any
Participant hereunder in its sole discretion if, in its sole discretion, it
determines that to do so will be fair and equitable to the
Participant.
 
 
  23
  ARTICLE
XIV
 Miscellaneous
 
 14.1           Non-assignability.  The
interests of each Participant under the Plan are not subject to claims of the
Participant’s creditors; and neither the Participant nor his Beneficiary shall
have any right to sell, assign, transfer or otherwise convey the right to
receive any payments hereunder or any interest under the Plan, which payments
and interest are expressly declared to be non-assignable and
non-transferable.
 
 14.2           Notices
and Elections.  All notices required to be given in writing and
all elections required to be made in writing under any provision of the Plan
shall be invalid unless made on such forms as may be provided or approved by the
Administrator and, in the case of a notice or election by a Participant or
Beneficiary, unless executed by the Participant or Beneficiary giving such
notice or making such election.  Notices and elections shall be deemed
given or made when received by any member of the committee that serves as
Administrator.
 
 14.3           Delegation
of Authority.  Whenever the Corporation is permitted or
required to perform any act, such act may be performed by its Chief Executive
Officer or President or other person duly authorized by its Chief Executive
Officer or President or its Board.
 
 14.4           Service
of Process.The Administrator shall
be the agent for service of process on the Plan.
 
 14.5           Governing
Law.  The Plan shall be construed, enforced and administered in
accordance with the laws of the Commonwealth of Virginia.
 
 14.6           Binding
Effect.  The Plan shall be binding upon and inure to the
benefit of the Corporation, its successors and assigns, and the Participant and
his heirs, executors, administrators and legal representatives.
 
 14.7           Severability.If any provision of the
Plan should for any reason be declared invalid or unenforceable by a court of
competent jurisdiction, the remaining provisions shall nevertheless remain in
full force and effect.
 
 14.8           Gender
and Number.  In the construction of the Plan, the masculine
shall include the feminine or neuter and the singular shall include the plural
and vice-versa in all cases where such meanings would be
appropriate.
 
 14.9           Titles
and Captions.Titles and captions and
headings herein have been inserted for convenience of reference only and are to
be ignored in any construction of the provisions hereof.
 
 14.10                      Stock
Subject to Plan.  Up to 800,000 shares of the Corporation’s
common stock may be distributed pursuant to Section 7.3. In the event of a
transaction described in Section 4.2(c), the maximum number of shares that may
be distributed shall be adjusted as the Board, in its sole discretion, deems
appropriate.
  24
  
 14.11                      Effective
Date/Term.  This Plan, as amended and restated, has been
approved by the Board, effective November 3, 2008.  No Deferral
Contributions may be made under the Plan for any Plan Year ending after December
31, 2013. Except as provided in Section 13.1 with respect to a Participant’s
Pre-2005 Account or Section 7.8, the expiration or termination of this Plan in
whole or in part shall not shorten the deferral period of any
Participant.
 
 
 
 
 457378v26
 
  25