exv10w1






Exhibit 10.1




Principal Life Insurance Company, Raleigh, NC 27612

A member of the Principal Financial Group®




THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN




ADOPTION AGREEMENT




     THIS AGREEMENT is the adoption by SandRidge Energy, Inc. (the “Company”) of the
Executive Nonqualified Excess Plan, which is attached hereto as Appendix 1 (“Plan”).



W I T N E S S E T H:




     WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred
compensation plan; and



     WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section
409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A;
and



     WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain legal and
tax advice from its professional advisors before adopting the Plan,



     NOW, THEREFORE, the Company hereby adopts the Plan in accordance with the terms and conditions
set forth in this Adoption Agreement:



ARTICLE I




     Terms used in this Adoption Agreement shall have the same meaning as in the
Plan, unless some other meaning is expressly herein set forth. The Employer hereby represents and
warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer
hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By
the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of
the Plan.



ARTICLE II




     The Employer hereby makes the following designations or elections for the purpose of the Plan:



	 	 	 	 	 	 	 	 	 	 	 
	2.6	 	Committee:	 	The duties of the Committee set forth in the Plan shall be satisfied by:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(a)	 	Company.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(b)	 	The administrative committee appointed by the Board to serve at the pleasure
of the Board.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(c)	 	Board.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	XX	 	(d)	 	Other (specify): Employee Benefits and Compensation Committee.






 









 






	 	 	 	 	 	 	 	 	 	 	 
	2.8	 	Compensation:	 	The “Compensation” of a Participant shall mean all of a Participant’s:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	XX	 	(a)	 	Base salary.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(b)	 	Service Bonus.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(c)	 	Performance-Based Compensation earned in a period of 12 months or more.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(d)	 	Commissions.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(e)	 	Compensation received as an Independent Contractor reportable on Form 1099.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	XX	 	(f)	 	Other: The Participant’s cash performance bonus earned during the Plan Year
excluding non-performance bonuses such as retention bonuses,
relocation pay, signing bonuses and holiday type bonuses.
	 
	 	 	 	 	 	 	 	 	 	 
	2.9	 	Crediting Date: The Deferred Compensation Account of a Participant shall be credited with the
amount of any Participant Deferral to such account at the time designated below:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(a)	 	The last business day of each Plan Year.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(b)	 	The last business day of each calendar quarter during the Plan Year.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(c)	 	The last business day of each month during the Plan Year.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(d)	 	The last business day of each payroll period during the Plan Year.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(e)	 	Each pay day as reported by the Employer.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	XX	 	(f)	 	Any business day on which Participant Deferrals are received by the Provider.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(g)	 	Other:                                                             .
	 
	 	 	 	 	 	 	 	 	 	 
	2.13	 	Effective Date:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(a)	 	This is a newly-established Plan, and the Effective Date of the Plan is                     .
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	XX	 	(b)	 	This is an amendment and restatement of a plan named The SandRidge
Energy, Inc. Nonqualified Excess Plan with an effective date of
February 1, 2007. The Effective Date of this amended and restated Plan is
February 1, 2007. This is amendment number 1.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	XX
	 	(i)
	 	All amounts in Deferred Compensation Accounts shall be
subject to the provisions of this amended and restated Plan.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	___
	 	(ii)
	 	Any Grandfathered Amounts shall be
subject to the Plan rules in effect on October 3, 2004.






2









 






	 	 	 	 	 	 	 	 	 	 	 
	2.20	 	Normal Retirement Age: The Normal Retirement Age of a Participant shall be:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	XX	 	(a)	 	Age 60.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(b)	 	The later of age ___ or the ___ anniversary of the participation
commencement date. The participation commencement date is the first
day of the first Plan Year in which the Participant commenced
participation in the Plan.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(c)	 	Other:                                                             .
	 
	 	 	 	 	 	 	 	 	 	 
	2.23	 	Participating Employer(s): As of the Effective Date, the following Participating Employer(s)
are parties to the Plan:






	 	 	 	 	 	 	 
	Name of Employer
	 	Address
	 	Telephone No.
	 	EIN
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	SandRidge Energy, Inc.
	 	1601 N.W. Expressway

Suite 1600
	 	(405) 753-5500
	 	76-0002820
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	Oklahoma City, OK 73118	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	SandRidge Operating 

Company
	 	1601 N.W. Expressway

Suite 1600
	 	(405) 753-5500
	 	78-4178589
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	Oklahoma City, OK 73118	 	 	 	 
	 
	 	 	 	 	 	 





3









 





	 	 	 	 	 	 	 
	2.26	 	Plan: The name of the Plan is The SandRidge Energy, Inc. Nonqualified Excess Plan.
	 
	 	 	 	 	 	 
	2.28	 	Plan Year: The Plan Year shall end each year on the last day of the month of December.
	 
	 	 	 	 	 	 
	2.30	 	Seniority Date: The date on which a Participant has:
	 
	 	 	 	 	 	 
	 

	 	XX
	 	(a)
	 	Attained age 60.
	 
	 	 	 	 	 	 
	 

	 	___
	 	(b)
	 	Completed ___Years of Service from First Date of Service.
	 
	 	 	 	 	 	 
	 

	 	___
	 	(c)
	 	Attained age ___and completed ___Years of Service from First Date of Service.
	 
	 	 	 	 	 	 
	 

	 	___
	 	(d)
	 	Attained an age as elected by the Participant.
	 
	 	 	 	 	 	 
	 

	 	___
	 	(e)
	 	Not applicable — distribution elections for Separation from Service are
not based on Seniority Date.





4.1 Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a
Participant may elect to have his Compensation (as selected in Section 2.8 of this Adoption
Agreement) deferred within the annual limits below by the following percentage or amount as
designated in writing to the Committee:




	 	 	 	 	 	 	 
	 

	 	XX
	 	(a)
	 	Base salary:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	     minimum deferral:                     %
	 

	 	 	 	 	 	     maximum deferral: $                    or 75 %
	 
	 	 	 	 	 	 
	 

	 	___
	 	(b)
	 	Service Bonus:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	     minimum deferral:                     %
	 

	 	 	 	 	 	     maximum deferral: $                     or       %
	 
	 	 	 	 	 	 
	 

	 	___
	 	(c)
	 	Performance-Based Compensation:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	     minimum deferral:                     %
	 

	 	 	 	 	 	     maximum deferral: $                     or         %
	 
	 	 	 	 	 	 
	 

	 	 	 	(d)
	 	Commissions:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	     minimum deferral:                     %
	 

	 	 	 	 	 	     maximum deferral : $                     or                     %
	 
	 	 	 	 	 	 
	 

	 	___
	 	(e)
	 	Form 1099 Compensation:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	     minimum deferral:                     %
	 

	 	 	 	 	 	     maximum deferral : $                     or                     %
	 
	 	 	 	 	 	 
	 

	 	XX
	 	(f)
	 	Other: Bonus described in Section 2.8 (f).
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	     minimum deferral:                     %
	 

	 	 	 	 	 	     maximum deferral: $                     or 75 %
	 
	 	 	 	 	 	 
	 

	 	___
	 	(g)
	 	Participant deferrals not allowed.







4











 





	 	 	 	 	 	 	 	 	 	 	 
	4.2	 	Employer Credits: Employer Credits will be made in the following manner:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	XX	 	(a)	 	Employer Discretionary Credits: The Employer may make discretionary credits
to the Deferred Compensation Account of each Active Participant in an amount
determined as follows:
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	___
	 	(i)
	 	An amount determined each Plan Year by
the Employer.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	XX
	 	(ii)
	 	Other: Discretionary credits will only be made to the
extent
a discretionary contribution is made under the 401(k)  Plan.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	XX	 	(b)	 	Other Employer Credits: The Employer may make other credits to the Deferred
Compensation Account of each Active Participant in an amount determined as follows:
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	___
	 	(i)
	 	An amount determined each Plan Year by the Employer.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	XX
	 	(ii)
	 	Other: see Exhibit B.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(c)	 	Employer Credits not allowed.
	 
	 	 	 	 	 	 	 	 	 	 
	5.2	 	Disability of a Participant:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	XX	 	(a)	 	Participants may elect upon initial enrollment to have accounts distributed
upon becoming Disabled.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(b)	 	Participants may not elect to have accounts distributed upon becoming Disabled.
	 
	 	 	 	 	 	 	 	 	 	 
	5.3	 	 Death of a Participant: If the Participant dies while in Service, the Employer shall pay a
benefit to the Beneficiary in an amount equal to the vested balance in the Deferred Compensation
Account of the Participant determined as of the date payments to the Beneficiary commence, plus:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(a)	 	An amount to be determined by the Committee.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	___	 	(b)	 	Other:                                                             .
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	XX	 	(c)	 	No additional benefits.







5











 





	 	 	 	 	 	 	 	 	 
	5.4	 	In-Service or Education Distributions: In-Service and Education Accounts are permitted under the Plan:
	 
	 	 	 	 	 	 	 	 
	 	 	___	 	(a)	 	In-Service Accounts are allowed with respect to:


	 

	 	 	 	 	 	___
	 	Participant Deferral Credits only.
	 

	 	 	 	 	 	___
	 	Employer Credits only.
	 

	 	 	 	 	 	___
	 	Participant Deferral and Employer Credits.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	In-service distributions may be made in the following manner:
	 

	 	 	 	 	 	___
	 	Single lump sum payment.
	 

	 	 	 	 	 	___
	 	Annual installments over a term certain not to exceed ___years.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Education Accounts are allowed with respect to:
	 

	 	 	 	 	 	___
	 	Participant Deferral Credits only.
	 

	 	 	 	 	 	___
	 	Employer Credits only.
	 

	 	 	 	 	 	___
	 	Participant Deferral and Employer Credits.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Education Accounts distributions may be made in the following manner:
	 

	 	 	 	 	 	___
	 	Single lump sum payment.
	 

	 	 	 	 	 	___
	 	Annual installments over a term certain not to exceed ___years.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	If applicable, amounts not vested at the time payments due under this Section cease will be:
	 

	 	 	 	 	 	___
	 	Forfeited.
	 

	 	 	 	 	 	___
	 	Distributed at Separation from Service if vested at that time.
	 
	 	 	 	 	 	 	 	 
	 	 	XX	 	(b)	 	No In-Service or Education Distributions permitted.
	 
	 	 	 	 	 	 	 	 
	5.5	 	Change in Control Event:
	 
	 	 	 	 	 	 	 	 
	 	 	XX	 	(a)	 	Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.
	 
	 	 	 	 	 	 	 	 
	 	 	___	 	(b)	 	Participants may not elect to have accounts distributed upon a Change in Control Event.
	 
	 	 	 	 	 	 	 	 
	5.6	 	Unforeseeable Emergency Event:
	 
	 	 	 	 	 	 	 	 
	 	 	XX	 	(a)	 	Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.
	 
	 	 	 	 	 	 	 	 
	 	 	___	 	(b)	 	Participants may not apply to have accounts distributed upon a Unforeseeable Emergency event.







6












 




6. Vesting: An Active Participant shall be fully vested in the Employer Credits made to the
Deferred Compensation Account upon the first to occur of the following events:




	 	 	 	 	 	 	 
	 

	 	XX
	 	(a)
	 	Normal Retirement Age.
	 
	 	 	 	 	 	 
	 

	 	XX
	 	(b)
	 	Death.
	 
	 	 	 	 	 	 
	 

	 	XX
	 	(c)
	 	Disability.
	 
	 	 	 	 	 	 
	 

	 	XX
	 	(d)
	 	Change in Control Event.
	 
	 	 	 	 	 	 
	 

	 	___	 	(e)
	 	Other:
                                        .
	 
	 	 	 	 	 	 
	 

	 	XX
	 	(f)
	 	Satisfaction of the vesting requirement as specified below:
	 
	 	 	 	 	 	 
	 

	 	 	 	XX
	 	Employer Discretionary Credits:






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	___	 	 	 	(i	)	 	Immediate 100% vesting.
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	___	 	 	(ii)	 	100%
vesting after                      Years of Service.

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	___	 	 	(iii)	 	100% vesting at age                     .

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	XX	 	(iv)	 	Number of Years
	 	 	 	 	 	Vested
	 	 	 	 	 	 	 	 	 	 	 	 	of Service
	 	 	 	 	 	Percentage
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Less than
	 	 	1	 	 	 	0   	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1	 	 	 	25  	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2	 	 	 	50  	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	3	 	 	 	75  	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	4	 	 	 	100 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	5	 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	6	 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	7	 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	8	 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	9	 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	10 	 or more 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 	 	For this purpose, Years of Service of a Participant shall be calculated
from the date designated below:
	 
	 	 	 	 	 	 	 	 
	 

	 	___
	 	 	(1	)	 	First Day of Service.
	 
	 	 	 	 	 	 	 	 
	 

	 	XX
	 	 	(2	)	 	Effective Date of Plan Participation.
	 
	 	 	 	 	 	 	 	 
	 

	 	___	 	 	(3	)	 	Each Crediting Date. Under this option (3), each Employer Credit
shall vest based on the Years of Service of a Participant from the
Crediting Date on which each Employer Discretionary Credit is made to his
or her Deferred Compensation Account.






7









 






	 	 	 	 	 	 	 	 	 
	XX	 	Other Employer Credits:	 	 











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	___	 	 	 	(i	)	 	Immediate 100% vesting.
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	___	 	 	(ii)	 	100%
vesting after ______________ Years of Service.

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	___	 	 	(iii)	 	100%
vesting at age _______________.

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	XX	 	(iv)	 	Number of Years
	 	 	 	 	 	Vested
	 	 	 	 	 	 	 	 	 	 	 	 	of Service
	 	 	 	 	 	Percentage
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Less than
	 	 	1	 	 	 	0   	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1	 	 	 	25  	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2	 	 	 	50  	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	3	 	 	 	75  	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	4	 	 	 	100 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	5	 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	6	 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	7	 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	8	 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	9	 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	10 	  or more 	 	 	 	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 











	 	 	 	 	 	 	 	 	 
	 	 	For this purpose, Years of Service of a Participant shall be calculated
from the date designated below:
	 
	 	 	 	 	 	 	 	 
	 

	 	___
	 	 	(1	)	 	First Day of Service.
	 
	 	 	 	 	 	 	 	 
	 

	 	XX
	 	 	(2	)	 	Effective Date of Plan Participation.
	 
	 	 	 	 	 	 	 	 
	 

	 	___	 	 	(3	)	 	Each Crediting Date. Under this option (3), each Employer Credit
shall vest based on the Years of Service of a Participant from the
Crediting Date on which each Employer Discretionary Credit is made to his
or her Deferred Compensation Account.





7.1 Payment Options: Any benefit payable under the Plan upon a permitted Qualifying Distribution
Event may be made to the Participant or his Beneficiary (as applicable) in any of the following
payment forms, as selected by the Participant in the Participation Agreement:




	 	 	 	 	 	 	 	 	 
	 	 	(a)	 	Separation from Service prior to Seniority Date, or Separation from Service if Seniority Date is Not Applicable
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	XX
	 	(i)
	 	A lump sum.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	___
	 	(ii)
	 	Annual installments over a term certain as elected by the Participant not to exceed ___years.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	___
	 	 (iii)
	 	Other: ____________________________.







8











 





	 	 	 	 	 	 	 	 	 
	 	 	(b)	 	Separation from Service on or After Seniority Date, If Applicable
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	XX
	 	(i)
	 	A lump sum.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	XX
	 	(ii)
	 	Annual installments over a term certain as elected by the
Participant not to exceed 5 years.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	___
	 	(iii)
	 	Other:                                                             .
	 
	 	 	 	 	 	 	 	 
	 	 	(c)	 	Separation from Service Upon a Change in Control Event
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	XX
	 	(i)
	 	A lump sum.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	___
	 	(ii)
	 	Annual installments over a term certain as elected by the Participant not to exceed ___years.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	___
	 	(iii)
	 	Other:                                                             .
	 
	 	 	 	 	 	 	 	 
	 

	 	(d)
	 	Death	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	XX
	 	(i)
	 	A lump sum.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	___
	 	(ii)
	 	Annual installments over a term certain as elected by the Participant not to exceed ___years.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	___
	 	(iii)
	 	Other:                                                             .
	 
	 	 	 	 	 	 	 	 
	 	 	(e)	 	Disability
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	XX
	 	(i)
	 	A lump sum.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	___
	 	(ii)
	 	Annual installments over a term certain as elected by the Participant not to exceed ___years.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	___
	 	(iii)
	 	Other:                                                             .
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	If applicable, amounts not vested at the time payments due under this Section cease will be:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	___	 	Forfeited.
	 	 	 	 	___	 	Distributed at Separation from Service if vested at that time.
	 
	 	 	 	 	 	 	 	 
	 	 	(f)	 	Change in Control Event
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	XX
	 	(i)
	 	A lump sum.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	___
	 	(ii)
	 	Annual installments over a term certain as elected by the Participant not to exceed ___years.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	___
	 	(iii)
	 	Other:                                                             .
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	___
	 	(iv)
	 	Not applicable.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	If applicable, amounts not vested at the time payments due under this Section cease will be:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	___	 	Forfeited.
	 	 	 	 	___	 	Distributed at Separation from Service if vested at that time.






9









 





7.4 De Minimis Amounts.




	 	 	 	 	 	 	 
	 

	 	___
	 	(a)
	 	Notwithstanding any payment election made by the
Participant, the vested balance in the Deferred Compensation Account of the
Participant will be distributed in a single lump sum payment at the time
designated under the Plan if at the time of a permitted Qualifying
Distribution Event that is either a Separation from Service, death, Disability
(if applicable) or Change in Control Event (if applicable) the vested balance
does not exceed $ ___. In addition, the Employer may distribute a
Participant’s vested balance at any time if the balance does not exceed the
limit in Section 402(g)(1)(B) of the Code and results in the termination of
the Participant’s entire interest in the Plan.
	 
	 	 	 	 	 	 
	 

	 	___
	 	(b)
	 	There shall be no pre-determined de minimis amount under
the Plan; however, the Employer may distribute a Participant’s vested balance
at any time if the balance does not exceed the limit in Section 402(g)(1)(B)
of the Code and results in the termination of the Participant’s entire
interest in the Plan.






10.1 Contractual Liability: Liability for payments under the Plan shall be the responsibility of the:




	 	 	 	 	 	 	 
	 

	 	___
	 	(a)
	 	Company.
	 
	 	 	 	 	 	 
	 

	 	XX
	 	(b)
	 	Employer or Participating Employer who employed the Participant when
amounts were deferred.





14. Amendment and Termination of Plan: Notwithstanding any provision in this Adoption

Agreement or the Plan to the contrary, Section 2.5 of the Plan shall be amended to read as
provided in attached Exhibit A. Section 4.2 (b) of the Plan shall be amended to
read as provided in attached Exhibit B. Section 8.2 of the Plan shall be amended
to read as provided in attached Exhibit C. Section 7.4 of the Plan shall be
amended to read as provided in attached Exhibit D. Section 2.21 of the Plan shall
be amended to read as provided in attached Exhibit E. Section 12.4 of the Plan
shall read as provided in attached Exhibit F. Section 18 of the Plan shall read as
provided in Exhibit G.




	 	 	 	 	 	 	 
	 	 	___	 	There are no amendments to the Plan.





17.9 Construction: The provisions of the Plan shall be construed and enforced according to the laws
of the State of Oklahoma, except to the extent that such laws are superseded by ERISA and
the applicable provisions of the Code.




     IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.



	 	 	 	 	 	 	 
	 	 	SandRidge Energy, Inc.

Name of Employer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dirk M. Van Doren
 

	 	 
	 

	 	 	 	Authorized Person	 	 
	 	 	Date: July 11, 2008	 	 
	 
	 	 	 	 	 	 
	The Plan is adopted by the following Participating Employers:	 	 
	 
	 	 	 	 	 	 
	 	 	SandRidge Operating Company

Name of Employer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dirk M. Van Doren
 

	 	 
	 

	 	 	 	Authorized Person	 	 
	 	 	Date: July 11, 2008	 	 







10












 





SandRidge Energy, Inc.

Executive Nonqualified Excess Plan

Exhibit A





     A “Change in Control Event” shall be deemed to have occurred if the conditions set forth
in any one or more of the following shall have been satisfied:




     (a) The date that any one person, or more than one person acting as a group (as
defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations) (“Person”), other than a
Participant or his affiliates or Tom L. Ward or his affiliates (the “Exempt Persons”),
acquires ownership of stock that, together with stock held by such Person constitutes
more than 50% of either (i) the then outstanding shares of common stock of the Company
(the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the election
of directors (the “Outstanding Company Voting Securities”). For purposes of this
paragraph (a) the following acquisitions by a Person will not constitute a Change of
Control Event: (i) any acquisition directly from the Company; (ii) any acquisition by
the Company; (iii) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the Company; or
(iv) any acquisition of additional stock by a Person already considered to own more than
50% of the Outstanding Company Common Stock or Outstanding Company Voting Securities.




     (b) The date a majority of the individuals who, as of January 1, 2008 (the
“Measurement Date”), constitute the Board of Directors (the “Incumbent Board”) are
replaced during any 12-month period. Any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company’s
shareholders, is approved by a vote of at least a majority of the directors then
comprising the Incumbent Board will be considered a member of the Incumbent Board as of
the Measurement Date, but any such individual whose initial assumption of office occurs
as a result of 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 Incumbent Board will not be deemed a member
of the Incumbent Board as of the Measurement Date.



11









 






     (c) The date any Person acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such Person) ownership of stock of
the Company possessing thirty percent (30%) or more of the total voting power of the
stock of the Company; provided, however, that any acquisition of additional control by a
Person already considered to have caused a Change in Control Event in this subsection
will not considered to cause a Change of Control Event under either this subsection or
subsection (a) above.




     (d) The date that any Person acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such Person) all or substantially
all of the assets of the Company, unless such assets are transferred to:




	 	(1)	 	A shareholder of the Company (immediately before
the asset transfer) in exchange for or with respect to its stock;
	 
	 	(2)	 	An entity, 50% or more of the total value or voting
power of which is owned, directly or indirectly, by the Company;
	 
	 	(3)	 	A person, or more than one person acting as a
group, that owns, directly or indirectly, 50% or more of the total value
or voting power of all the outstanding stock of the Company; or
	 
	 	(4)	 	An entity, at least 50% of the total value or
voting power of which is owned, directly or indirectly, by a person
described in subparagraph (d)(3) herein.






For purposes of paragraph (d) and except as otherwise provided in subparagraph (1), a
person’s status is determined immediately after the transfer of the assets.



12









 





SandRidge Energy, Inc.

Executive Nonqualified Excess Plan

Exhibit B




               Each Plan Year, the Company will make an Employer Credit to this Plan on behalf of each
Participant in an amount equal to (a) minus (b) below:



               (a) 15% of the Participant’s Compensation;



               (b) 15% of such Participant’s “eligible 401(k) compensation” which shall, for purposes of this
Section 4.2(b), be defined as the Participant’s Compensation less the Participant’s Deferral
Credits up to the limitations imposed by Section 401(a)(17) of the Internal Revenue Code for the
applicable Plan Year.


Provided, however, the Employer Credit cannot exceed the Participant’s Deferral Credits for the
applicable Plan Year. In order to be eligible to receive an Employer Credit for any Plan Year, the
Participant must be employed on the last day of such Plan Year. In the event a Participant has
terminated employment on or before the last day of the Plan Year and an Employer Credit has been
allocated to the Participant’s Account for such Plan Year, the Employer Credit for the Plan Year
shall be forfeited.




13









 








SandRidge Energy. Inc.

Executive Nonqualified Excess Plan

Exhibit C




8.2 Deemed Investments




          (a) Investment of Participant Deferral Credits. The portion of a Participant’s
Deferred Compensation Account attributable to Participant Deferral Credits shall be credited with
an investment return determined as if the account were invested in one or more investment funds
made available by the Committee. The Participant shall elect the investment funds in which the
portion of his Deferred Compensation Account attributable to Participant Deferral Credits shall be
deemed to be invested. Such election shall be made in the manner prescribed by the Committee and
shall take effect upon the entry of the Participant into the Plan. The investment election of the
Participant shall remain in effect until a new election is made by the Participant. In the event
the Participant fails for any reason to make an effective election of the investment return to be
credited to his account, the investment return shall be determined by the Committee.




          (b) Investment of Employer Credits. The portion of a Participant’s Deferred Compensation
Account attributable to Employer Credits will be deemed to be invested solely in shares of Company
common stock (the “Stock”). Distributions of the Participant’s Deferred Compensation Account
balance attributable to Employer Credits will be made in Stock. A Participant may not elect to
diversify the portion of his Deferred Compensation Account attributable to Employer Credits. As
soon as administratively possible following the last day of each calendar quarter the Company shall
transfer to the trustee of the Trust either shares of Stock or cash equal to the amount of the
Employer Credits for the quarter. If the company transfers cash, the trustee shall purchase shares
of Stock on the open market as soon as administratively possible following the last business day of
each calendar quarter. Shares of Stock shall be issued in the name of the trustee of the Trust.
During the period Stock is held by the Trust, Participants will not have the right to vote such
shares of Stock and the Participant will not have any other incidents of ownership or rights as a
shareholder with respect to such Stock.




14









 








SandRidge Energy, Inc.

Executive Nonqualified Excess Plan




Exhibit D




          Section 7.4 shall be deleted from the Plan as the Company shall not have the discretion to
distribute de minimis accounts.




15









 








SandRidge Energy. Inc.

Executive Nonqualified Excess Plan

Exhibit E




2.21 Participant



The Plan intends that only Employees shall be eligible to participate in the plan and that any
reference to “Independent Contractors” is not applicable.




16









 








SandRidge Energy, Inc.

Executive Nonqualified Excess Plan

Exhibit F



12.4 Expenses: The Employer and the Committee shall not be obligated to incur any cost to defend
against or set aside any judgment, decree, or order relating to the division , attachment,
garnishment, or execution of or levy upon the Participant’s account or any distribution, including
(but not limited to) any domestic relations proceeding. Notwithstanding the foregoing, if any such
person is joined in any proceeding, the party may take such action as it considers necessary or
appropriate to protect any and all of its legal rights, and the Participant (or Beneficiary) shall
reimburse all actual fees of lawyers and legal assistants and expenses reasonably incurred by such
party.




17









 








SandRidge Energy, Inc.

Executive Nonqualified Excess Plan

Exhibit G



18 Transition Rules: Section 18 shall only read as provided in Section 18.4. Sections 18.1, 18.2,
and 18.3 are not applicable.




18









 








APPENDIX 1





19












 





THE EXECUTIVE NONQUALIFIED EXCESS PLAN

PLAN DOCUMENT




 









 





THE EXECUTIVE NONQUALIFIED EXCESS PLAN




     Section 1. Purpose:



     By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein,
and in the Adoption Agreement, to provide a means by which certain management Employees or
Independent Contractors of the Employer may elect to defer receipt of current Compensation from the
Employer in order to provide retirement and other benefits on behalf of such Employees or
Independent Contractors of the Employer, as selected in the Adoption Agreement. The Plan is
intended to be a nonqualified deferred compensation plan that complies with the provisions of
Section 409A of the Internal Revenue Code (the “Code”). The Plan is also intended to be an unfunded
plan maintained primarily for the purpose of providing deferred compensation benefits for a select
group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(l)
of the Employee Retirement Income Security Act of 1974 (“ERISA”) and independent contractors.
Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and
administered in a manner consistent with these intentions.



     Section 2. Definitions:



     As used in the Plan, including this Section 2, references to one gender shall include the
other, unless otherwise indicated by the context:



     2.1 “Active Participant” means, with respect to any day or date, a Participant who is in
Service on such day or date; provided, that a Participant shall cease to be an Active Participant
(i) immediately upon a determination by the Committee that the Participant has ceased to be an
Employee or Independent Contractor, or (ii) at the end



1









 




of the Plan Year that the Committee
determines the Participant no longer meets the eligibility requirements of the Plan.




     2.2 “Adoption Agreement” means the written agreement pursuant to which the Employer adopts the
Plan. The Adoption Agreement is a part of the Plan as applied to the Employer.



     2.3 “Beneficiary” means the person, persons, entity or entities designated or determined
pursuant to the provisions of Section 13 of the Plan.



     2.4 “Board” means the Board of Directors of the Company, if the Company is a corporation. If
the Company is not a corporation, “Board” shall mean the Company.



     2.5 “Change in Control Event” means an event described in Section 409A(a)(2)(A)(v) of the Code
(or any successor provision thereto) and the regulations thereunder.



     2.6 “Committee” means the persons or entity designated in the Adoption Agreement to administer
the Plan. If the Committee designated in the Adoption Agreement is unable to serve, the Employer
shall satisfy the duties of the Committee provided for in Section 9.



     2.7 “Company” means the company designated in the Adoption Agreement as such.



     2.8 “Compensation” shall have the meaning designated in the Adoption Agreement.



     2.9 “Crediting Date” means the date designated in the Adoption Agreement for crediting the
amount of any Participant Deferral Credits to the Deferred Compensation Account of a Participant.
Employer Credits may be credited to the



2









 




Deferred Compensation Account of a Participant on any day
that securities are traded on a national securities exchange.




     2.10 “Deferred Compensation Account” means the account maintained with respect to each
Participant under the Plan. The Deferred Compensation Account shall be credited with Participant
Deferral Credits and Employer Credits, credited or debited for deemed investment gains or losses,
and adjusted for payments in accordance with the rules and elections in effect under Section 8. The
Deferred Compensation Account of a Participant shall include any In-Service or Education Account of
the Participant, if applicable.



     2.11 “Disabled” means Disabled within the meaning of Section 409A of the Code and the
regulations thereunder. Generally, this means that the Participant is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, or is, by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not less than three
months under an accident and health plan covering Employees of the Employer.



     2.12 “Education Account” is an In-Service Account which will be used by the Participant for
educational purposes.



     2.13 “Effective Date” shall be the date designated in the Adoption Agreement.



     2.14 “Employee” means an individual in the Service of the Employer if the relationship between
the individual and the Employer is the legal relationship of



3









 




employer and employee. An individual
shall cease to be an Employee upon the Employee’s separation from Service.




     2.15 “Employer” means the Company, as identified in the Adoption Agreement, and any
Participating Employer which adopts this Plan. An Employer may be a corporation, a limited
liability company, a partnership or sole proprietorship.



     2.16 “Employer Credits” means the amounts credited to the Participant’s Deferred Compensation
Account by the Employer pursuant to the provisions of Section 4.2.



     2.17 “Grandfathered Amounts” means, if applicable, the amounts that were deferred under the
Plan and were earned and vested within the meaning of Section 409A of the Code and regulations
thereunder as of December 31, 2004. Grandfathered Amounts shall be subject to the terms designated
in the Adoption Agreement.



     2.18 “Independent Contractor” means an individual in the Service of the
Employer if the relationship between the individual and the Employer is not the legal relationship
of employer and employee. An individual shall cease to be an Independent Contractor upon the
termination of the Independent Contractor’s Service. An Independent
Contractor shall include a director of the Employer who is not an Employee.



     2.19 “In-Service Account” means a separate account to be kept for each
Participant that has elected to take in-service distributions as described in Section 5.4. The
In-Service Account shall be adjusted in the same manner and at the same time as the Deferred
Compensation Account under Section 8 and in accordance with the rules and elections in effect under
Section 8.



4









 





     2.20 “Normal Retirement Age” of a Participant means the age designated in the Adoption
Agreement.



     2.21 “Participant” means with respect to any Plan Year an Employee or
Independent Contractor who has been designated by the Committee as a Participant and who has
entered the Plan or who has a Deferred Compensation Account under the Plan; provided that if the
Participant is an Employee, the individual must be a highly compensated or management employee of
the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.



     2.22 “Participant Deferral Credits” means the amounts credited to the
 Participant’s Deferred Compensation Account by the Employer pursuant to the provisions of Section
4.1.



     2.23 “Participating Employer” means any trade or business (whether or not incorporated) which
adopts this Plan with the consent of the Company identified in the Adoption Agreement.



     2.24 “Participation Agreement” means a written agreement entered into between a Participant
and the Employer pursuant to the provisions of Section 4.1



     2.25 “Performance-Based Compensation” means compensation where the amount of, or entitlement
to, the compensation is contingent on the satisfaction of preestablished organizational or
individual performance criteria relating to a performance period of at least twelve months.
Organizational or individual performance criteria are considered preestablished if established in
writing within 90 days after the commencement of the period of service to which the criteria
relates, provided that the outcome is substantially uncertain at the time the criteria are
established. Performance-



5









 




based compensation may include payments based upon subjective performance
criteria as provided in regulations and administrative guidance promulgated under Section 409A of
the Code.




     2.26 “Plan” means The Executive Nonqualified Excess Plan, as herein set out and as set out in
the Adoption Agreement, or as duly amended. The name of the Plan as applied to the Employer shall
be designated in the Adoption Agreement.



     2.27 “Plan-Approved Domestic Relations Order” shall mean a judgment, decree, or order
(including the approval of a settlement agreement) which is:



     2.27.1 Issued pursuant to a State’s domestic relations law;



     2.27.2 Relates to the provision of child support, alimony payments or marital property rights
to a Spouse, former Spouse, child or other dependent of the Participant;



     2.27.3 Creates or recognizes the right of a Spouse, former Spouse, child or other dependent of
the Participant to receive all or a portion of the Participant’s benefits under the Plan;



     2.27.4 Requires payment to such person of their interest in the Participant’s benefits in an
immediate lump payment; and



     2.27.5 Meets such other requirements established by the Committee.



     2.28 “Plan Year” means the twelve-month period ending on the last day of the month designated
in the Adoption Agreement; provided that the initial Plan Year may have fewer than twelve months.



     2.29 “Qualifying Distribution Event” means (i) the Separation from Service of the Participant,
(ii) the date the Participant becomes Disabled, (iii) the death of the Participant, (iv) the time
specified by the Participant for an In-Service or Education Distribution, (v) a Change in Control
Event, or (vi) an Unforeseeable Emergency, each to the extent provided in Section 5.



6









 





     2.30 “Seniority Date” shall have the meaning designated in the Adoption Agreement.



     2.31 “Separation from Service” or “Separates from Service” means a “separation from service”
within the meaning of Section 409A of the Code.



     2.32 “Service” means employment by the Employer as an Employee. For purposes of the Plan, the
employment relationship is treated as continuing intact while the
Employee is on military leave, sick leave, or other bona fide leave of absence if the period of
such leave does not exceed six months, or if longer, so long as the Employee’s right to
reemployment is provided either by statute or contract. If the Participant is an Independent
Contractor, “Service” shall mean the period during which the contractual relationship exists
between the Employer and the Participant. The contractual relationship is not terminated if the
Participant anticipates a renewal of the contract or becomes an Employee.



     2.33 “Service Bonus” means any bonus paid to a Participant by the Employer which is not
Performance-Based Compensation.



     2.34 “Specified Employee” means an employee who meets the requirements for key employee
treatment under Section 416(i)(l)(A)(i), (ii) or (iii) of the Code (applied in accordance with the
regulations thereunder and without regard to Section 416(i)(5) of the Code) at any time during the
twelve month period ending on December 31 of each year (the “identification date”). Unless binding
corporate action is taken to establish different rules for determining Specified Employees for all
plans of the Company and its controlled group members that are subject to Section 409A of the Code,
the foregoing rules and the other default rules under the regulations of Section 409A of the Code
shall



7









 




apply. If the person is a key employee as of any identification date, the person is treated
as a Specified Employee for the twelve-month period beginning on the first day of the fourth month
following the identification date.




     2.35 “Spouse” or ‘‘Surviving Spouse” means, except as otherwise provided in the Plan, a person
who is the legally married spouse or surviving spouse of a Participant.



     2.36 “Unforeseeable Emergency” means an “unforeseeable emergency” within the meaning of
Section 409A of the Code.



     2.37 “Years of Service” means each Plan Year of Service completed by the Participant. For
vesting purposes, Years of Service shall be calculated from the date designated in the Adoption
Agreement and Service shall be based on service with the Company and all Participating Employers.



     Section 3. Participation:



     The Committee in its discretion shall designate each Employee or Independent Contractor who is
eligible to participate in the Plan. A Participant who separates from Service with the Employer and
who later returns to Service will not be an Active Participant under the Plan except upon
satisfaction of such terms and conditions as the Committee shall establish upon the Participant’s
return to Service, whether or not the Participant shall have a balance remaining in the Deferred
Compensation Account under the Plan on the date of the return to Service.



     Section 4. Credits to Deferred Compensation Account:



     4.1 Participant Deferral Credits. To the extent provided in the Adoption
Agreement, each Active Participant may elect, by entering into a Participation Agreement with the
Employer, to defer the receipt of Compensation from the Employer by a dollar



8









 




amount or percentage
specified in the Participation Agreement. The amount of Compensation the Participant elects to
defer, the Participant Deferral Credit, shall be credited by the Employer to the Deferred
Compensation Account maintained for the Participant pursuant to Section 8. The following special
provisions shall apply with respect to the Participant Deferral Credits of a Participant:




     4.1.1 The Employer shall credit to the Participant’s Deferred Compensation Account on each
Crediting Date an amount equal to the total Participant Deferral Credit for the period ending on
such Crediting Date.



     4.1.2 An election pursuant to this Section 4.1 shall be made by the Participant by executing
and delivering a Participation Agreement to the Committee. Except as otherwise provided in this
Section 4.1, the Participation Agreement shall become effective with respect to such Participant as
of the first day of January following the date such Participation Agreement is received by the
Committee. A Participant’s election may be changed at any time prior to the last permissible date
for making the election as permitted in this Section 4.1, and shall thereafter be irrevocable. The
election of a Participant shall continue in effect for subsequent years until modified by the
Participant as permitted in this Section 4.1.



     4.1.3 A Participant may execute and deliver a Participation Agreement to the Committee within
30 days after the date the Participant first becomes eligible to participate in the Plan to be
effective as of the first payroll period next following the date the Participation Agreement is
fully executed. Whether a Participant is treated as newly eligible for participation under this
Section shall be determined in accordance with Section 409A of the Code and the regulations
thereunder, including (i) rules that treat all elective deferral account balance plans as one plan,
and (ii) rules that treat a previously eligible employee as newly eligible if his benefits had been
previously distributed or if he has been ineligible for 24 months. For Compensation that is earned
based upon a specified performance period (for example, an annual bonus), where a deferral election
is made under this Section but after the beginning of the performance period, the election will
only apply to the portion of the Compensation equal to the total amount of the Compensation for the
service period multiplied by the ratio of the number of days remaining in the performance period
after the election over the total number of days in the performance period.



     4.1.4 A Participant may unilaterally modify a Participation Agreement (either to terminate,
increase or decrease the portion of his future Compensation which is subject to deferral within the
percentage limits set forth in Section 4.1 of the Adoption Agreement) by providing a written
modification of the Participation Agreement to the Committee. The modification shall become
effective as of the first day of January following the date such written modification is received
by the Committee.



9









 





     4.1.5 If the Participant performed services continuously from the later of the beginning of
the performance period or the date upon which the performance criteria are established through the
date upon which the Participant makes an initial deferral election, a Participation Agreement
relating to the deferral of Performance-Based Compensation may be executed and delivered to the
Committee no later than the date which is 6 months prior to the end of the performance period,
provided that in no event may an election to defer Performance-Based Compensation be made after
such Compensation has become readily ascertainable.



     4.1.6 If the Employer has a fiscal year other than the calendar year, Compensation relating to
Service in the fiscal year of the Employer (such as a bonus based on the fiscal year of the
Employer), of which no amount is paid or payable during the fiscal year, may be deferred at the
Participant’s election if the election to defer is made not later than the close of the Employer’s
fiscal year next preceding the first fiscal year in which the Participant performs any services for
which such Compensation is payable.



     4.1.7 Compensation payable after the last day of the Participant’s taxable year solely for
services provided during the final payroll period containing the last day of the Participant’s
taxable year (i.e., December 31) is treated for purposes of this Section 4.1 as Compensation for
services performed in the subsequent taxable year.



     4.1.8 The Committee may from time to time establish policies or rules consistent with the
requirements of Section 409A of the Code to govern the manner in which Participant Deferral Credits
may be made.



     4.1.9 If a Participant becomes Disabled or applies for and is eligible for a distribution on
account of an Unforeseeable Emergency during a Plan Year, his deferral election for such Plan Year
shall be cancelled.



     4.2 Employer Credits. If designated by the Employer in the Adoption Agreement, the Employer
shall cause the Committee to credit to the Deferred Compensation Account of each Active Participant
an Employer Credit as determined in accordance with the Adoption Agreement. A Participant must
make distribution elections with respect to any Employer Credits credited to his Deferred
Compensation Account by the deadline that would apply under Section 4.1 for distribution elections
with respect to Participant Deferral Credits credited at the same time, on a Participation



10









 




Agreement that is timely executed and delivered to the Committee pursuant to Section 4.1.




     4.3 Deferred Compensation Account. All Participant Deferral Credits and Employer Credits shall
be credited to the Deferred Compensation Account of the Participant as provided in Section 8.



     Section 5. Qualifying Distribution Events:



     5.1 Separation from Service. If the Participant Separates from Service with the Employer, the
vested balance in the Deferred Compensation Account shall be paid to the Participant by the
Employer as provided in Section 7. Notwithstanding the foregoing, no distribution shall be made
earlier than six months after the date of Separation from Service (or, if earlier, the date of
death) with respect to a Participant who as of the date of Separation from Service is a Specified
Employee of a corporation the stock in which is traded on an established securities market or
otherwise. Any payments to which such Specified Employee would be entitled during the first six
months following the date of Separation from Service shall be accumulated and paid on the first day
of the seventh month following the date of Separation from Service.



     5.2 Disability. If the Employer designates in the Adoption Agreement that distributions are
permitted under the Plan when a Participant becomes Disabled, and the Participant becomes Disabled
while in Service, the vested balance in the Deferred Compensation Account shall be paid to the
Participant by the Employer as provided in Section 7.



11









 





     5.3 Death. If the Participant dies while in Service, the Employer shall pay a benefit to the
Participant’s Beneficiary in the amount designated in the Adoption Agreement. Payment of such
benefit shall be made by the Employer as provided in Section 7.



     5.4 In-Service or Education Distributions. If the Employer designates in the Adoption
Agreement that in-service or education distributions are permitted under the Plan, a Participant
may designate in the Participation Agreement to have a specified amount credited to the
Participant’s In-Service or Education Account for in-service or education distributions at the date
specified by the Participant. In no event may an in-service or education distribution of an amount
be made before the date that is two years after the first day of the year in which such amount was
credited to the In-Service or Education Account. Notwithstanding the foregoing, if a Participant
incurs a Qualifying Distribution Event prior to the date on which the entire balance in the
In-Service or Education Account has been distributed, then the balance in the In-Service or
Education Account on the date of the Qualifying Distribution Event shall be paid as provided under
Section 7.1 for payments on such Qualifying Distribution Event.



     5.5 Change in Control Event. If the Employer designates in the Adoption
Agreement that distributions are permitted under the Plan upon the occurrence of a Change in
Control Event, the Participant may designate in the Participation Agreement to have the vested
balance in the Deferred Compensation Account paid to the Participant upon a Change in Control Event
by the Employer as provided in Section 7.



     5.6 Unforeseeable Emergency. If the Employer designates in the Adoption Agreement that
distributions are permitted under the Plan upon the occurrence of an



12









 




Unforeseeable Emergency event,
a distribution from the Deferred Compensation Account may be made to a Participant in the event of
an Unforeseeable Emergency, subject to the following provisions:




     5.6.1 A Participant may, at any time prior to his Separation from Service for any reason, make
application to the Committee to receive a distribution in a lump sum of all or a portion of the
vested balance in the Deferred Compensation Account (determined as of the date the distribution, if
any, is made under this Section 5.6) because of an Unforeseeable Emergency. A distribution because
of an Unforeseeable Emergency shall not exceed the amount required to satisfy the Unforeseeable
Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such
distribution, after taking into account the extent to which the Unforeseeable Emergency may be
relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the
Participant’s assets (to the extent the liquidation of such assets would not itself cause severe
financial hardship) or by stopping current deferrals under the Plan pursuant to Section 4.1.9.



     5.6.2 The Participant’s request for a distribution on account of Unforeseeable Emergency must
be made in writing to the Committee. The request must specify the nature of the financial hardship,
the total amount requested to be distributed from the Deferred Compensation Account, and the total
amount of the actual expense incurred or to be incurred on account of the Unforeseeable Emergency.



     5.6.3 If a distribution under this Section 5.6 is approved by the Committee, such distribution
will be made as soon as practicable following the date it is approved. The processing of the
request shall be completed as soon as practicable from the date on which the Committee receives the
properly completed written request for a distribution on account of an Unforeseeable Emergency. If
a Participant’s Separation from Service occurs after a request is approved in accordance with this
Section 5.6.3, but prior to distribution of the full amount approved, the approval of the request
shall be automatically null and void and the benefits which the Participant is entitled to receive
under the Plan shall be distributed in accordance with the applicable distribution provisions of
the Plan.



     5.6.4 The Committee may from time to time adopt additional policies or rules consistent with
the requirements of Section 409A of the Code to govern the manner in which such distributions may
be made so that the Plan may be conveniently administered.



     Section 6. Vesting:



     A Participant shall be fully vested in the portion of his Deferred Compensation



13









 




Account attributable to Participant Deferral Credits, and all income, gains and losses attributable
thereto. A Participant shall become fully vested in the portion of his Deferred Compensation
Account attributable to Employer Credits, and income, gains and losses attributable thereto, in
accordance with the vesting schedule and provisions designated by the Employer in the Adoption
Agreement. If a Participant’s Deferred Compensation Account is not fully vested upon Separation
from Service, the portion of the Deferred Compensation Account that is not fully vested shall
thereupon be forfeited.




     Section 7. Distribution Rules:



     7.1 Payment Options. The Employer shall designate in the Adoption
Agreement the payment options which may be elected by the Participant (lump sum, annual
installments, or a combination of both). Different payment options may be made available for each
Qualifying Distribution Event, and different payment options may be available for different types
of Separations from Service, all as designated in the Adoption Agreement. The Participant shall
elect in the Participation Agreement the method under which the vested balance in the Deferred
Compensation Account will be distributed from among the designated payment options. The
Participant may at such time elect a different method of payment for each Qualifying Distribution
Event as specified in the Adoption Agreement. If the Participant is permitted by the Employer in
the Adoption Agreement to elect different payment options and does not make a valid election, the
vested balance in the Deferred Compensation Account will be distributed as a lump sum.



14









 





     Notwithstanding the foregoing, if certain Qualifying Distribution Events occur prior to the
date on which the vested balance of a Participant’s Deferred Compensation Account is completely
paid pursuant to this Section 7.1 following the occurrence of certain initial Qualifying
Distribution Events, the following rules apply:



     7.1.1 If the initial Qualifying Distribution Event is a Separation from Service or Disability,
and the Participant subsequently dies, the remaining unpaid vested balance of a Participant’s
Deferred Compensation Account shall be paid as a lump sum.



     7.1.2 If the initial Qualifying Distribution Event is a Change in Control Event, and any
subsequent Qualifying Distribution Event occurs (except an In-Service or Education Distribution
described in Section 2.29(iv)), the remaining unpaid vested balance of a Participant’s Deferred
Compensation Account shall be paid as provided under Section 7.1 for payments on such subsequent
Qualifying Distribution Event.



     7.2 Timing of Payments. Payment shall be made in the manner elected by the Participant and
shall commence as soon as practicable after (but no later than 60 days after) the distribution date
elected for the Qualifying Distribution Event. In the event the Participant fails to make a valid
election of the payment method, the distribution will be made in a single lump sum payment as soon
as practicable after (but no later than 60 days after) the Qualifying Distribution Event. A payment
may be further delayed to the extent permitted in accordance with regulations and guidance under
Section 409A of the Code.



     7.3 Installment Payments. If the Participant elects to receive installment payments upon a
Qualifying Distribution Event, the payment of each annual installment shall be made on the
anniversary of the date of the first installment payment, and the amount of the annual installment
shall be adjusted on such anniversary for credits or debits to the Participant’s account pursuant
to Section 8 of the Plan. Such adjustment shall be made by dividing the balance in the Deferred
Compensation Account on such date by the number of annual installments remaining to be paid
hereunder; provided that the last




15












 




annual installment due under the Plan shall be the entire amount
credited to the Participant’s account on the date of payment.




     7.4 De Minimis Amounts. Notwithstanding any payment election made by the Participant, if the
Employer designates a pre-determined de minimis amount in the Adoption Agreement, the vested
balance in the Deferred Compensation Account of the Participant will be distributed in a single
lump sum payment if at the time of a permitted Qualifying Distribution Event the vested balance
does not exceed such pre-determined de minimis amount; provided, however, that such distribution
will be made only where the Qualifying Distribution Event is a Separation from Service, death,
Disability (if applicable) or Change in Control Event (if applicable). Such payment shall be made
on or before the later of (i) December 31 of the calendar year in which the Qualifying Distribution
Event occurs, or (ii) the date that is 2-1/2 months after the Qualifying Distribution Event occurs.
In addition, the Employer may distribute a Participant’s vested balance at any time if the balance
does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the
Participant’s entire interest in the Plan as provided under Section 409A of the Code.



     7.5 Subsequent Elections. With the consent of the Committee, a Participant may delay or change
the method of payment of the Deferred Compensation Account subject to the following requirements:



     7.5.1 The new election may not take effect until at least 12 months after the date on which
the new election is made.



     7.5.2 If the new election relates to a payment for a Qualifying Distribution Event other than
the death of the Participant, the Participant becoming Disabled, or an Unforeseeable Emergency, the
new election must provide for the deferral of the payment for a period of at least five years from
the date such payment would otherwise have been made.



16









 





     7.5.3 If the new election relates to a payment from the In-Service or Education Account, the
new election must be made at least 12 months prior to the date of the first scheduled payment from
such account.


For purposes of this Section 7.5 and Section 7.6, a payment is each separately identified amount to
which the Participant is entitled under the Plan; provided, that entitlement to a series of
installment payments is treated as the entitlement to a single payment.




     7.6 Acceleration Prohibited. The acceleration of the time or schedule of any payment due under
the Plan is prohibited except as expressly provided in regulations and administrative guidance
promulgated under Section 409A of the Code (such as accelerations for domestic relations orders and
employment taxes). It is not an acceleration of the time or schedule of payment if the Employer
waives or accelerates the vesting requirements applicable to a benefit under the Plan.



     Section 8. Accounts; Deemed Investment; Adjustments to Account:



     8.1 Accounts. The Committee shall establish a book reserve account, entitled the “Deferred
Compensation Account,” on behalf of each Participant. The Committee shall also establish an
In-Service or Education Account as a part of the Deferred Compensation Account of each Participant,
if applicable. The amount credited to the Deferred Compensation Account shall be adjusted pursuant
to the provisions of Section 8.3.



     8.2 Deemed Investments. The Deferred Compensation Account of a
Participant shall be credited with an investment return determined as if the account were invested
in one or more investment funds made available by the Committee. The Participant shall elect the
investment funds in which his Deferred Compensation Account shall be deemed to be invested. Such
election shall be made in the manner prescribed by



17









 




the Committee and shall take effect upon the
entry of the Participant into the Plan. The investment election of the Participant shall remain in
effect until a new election is made by the Participant. In the event the Participant fails for any
reason to make an effective election of the investment return to be credited to his account, the
investment return shall be determined by the Committee.




     8.3 Adjustments to Deferred Compensation Account. With respect to each
Participant who has a Deferred Compensation Account under the Plan, the amount credited to such
account shall be adjusted by the following debits and credits, at the times and in the order
stated:



     8.3.1 The Deferred Compensation Account shall be debited each business day with the total
amount of any payments made from such account since the last preceding business day to him or for
his benefit.



     8.3.2 The Deferred Compensation Account shall be credited on each Crediting Date with the
total amount of any Participant Deferral Credits and Employer Credits to such account since the
last preceding Crediting Date.



     8.3.3 The Deferred Compensation Account shall be credited or debited on each day securities
are traded on a national stock exchange with the amount of deemed investment gain or loss resulting
from the performance of the investment funds elected by the Participant in accordance with Section
8.2. The amount of such deemed investment gain or loss shall be determined by the Committee and
such determination shall be final and conclusive upon all concerned.



     Section 9. Administration by Committee:



     9.1 Membership of Committee. If the Committee consists of individuals appointed by the Board,
they will serve at the pleasure of the Board. Any member of the Committee may resign, and his
successor, if any, shall be appointed by the Board.



     9.2 General Administration. The Committee shall be responsible for the operation and
administration of the Plan and for carrying out its provisions. The Committee shall have the full
authority and discretion to make, amend, interpret, and



18









 




enforce all appropriate rules and
regulations for the administration of this Plan and decide or resolve any and all questions,
including interpretations of this Plan, as may arise in connection with this Plan. Any such action
taken by the Committee shall be final and conclusive on any party. To the extent the Committee has
been granted discretionary authority under the Plan, the Committee’s prior exercise of such
authority shall not obligate it to exercise its authority in a like fashion thereafter. The
Committee shall be entitled to rely conclusively upon all tables, valuations, certificates,
opinions and reports furnished by any actuary, accountant, controller, counsel or other person
employed or engaged by the Employer with respect to the Plan. The Committee may, from time to
time, employ agents and delegate to such agents, including employees of the Employer, such
administrative or other duties as it sees fit.




     9.3 Indemnification. To the extent not covered by insurance, the Employer shall indemnify the
Committee, each employee, officer, director, and agent of the Employer, and all persons formerly
serving in such capacities, against any and all liabilities or expenses, including all legal fees
relating thereto, arising in connection with the exercise of their duties and responsibilities with
respect to the Plan, provided however that the Employer shall not indemnify any person for
liabilities or expenses due to that person’s own gross negligence or willful misconduct



     Section 10. Contractual Liability:



     10.1 Contractual Liability. Unless otherwise elected in the Adoption Agreement, the Company
shall be obligated to make all payments hereunder. This obligation shall constitute a contractual
liability of the Company to the Participants, and such payments shall be made from the general
funds of the Company. The Company



19









 




shall not be required to establish or maintain any special or
separate fund, or otherwise to segregate assets to assure that such payments shall be made, and the
Participants shall not have any interest in any particular assets of the Company by reason of its
obligations hereunder. To the extent that any person acquires a right to receive payment from the
Company, such right shall be no greater than the right of an unsecured creditor of the Company.




     10.2 Trust. The Employer may establish a trust to assist it in meeting its obligations under
the Plan. Any such trust shall conform to the requirements of a grantor trust under Revenue
Procedures 92-64 and 92-65 and at all times during the continuance of the trust the principal and
income of the trust shall be subject to claims of general creditors of the Employer under federal
and state law. The establishment of such a trust would not be intended to cause Participants to
realize current income on amounts contributed thereto, and the trust would be so interpreted and
administered.



     Section 11. Allocation of Responsibilities:



     The persons responsible for the Plan and the duties and responsibilities allocated to each are
as follows:



     11.1 Board.




	 	(i)	 	To amend the Plan;
	 
	 	(ii)	 	To appoint and remove members of the Committee; and
	 
	 	(iii)	 	To terminate the Plan as permitted in Section 14.





     11.2 Committee.




	 	(i)	 	To designate Participants;
	 
	 	(ii)	 	To interpret the provisions of the Plan and to determine the rights
of the Participants under the Plan, except to the extent otherwise provided in
Section 16 relating to claims procedure;
	 
	 	(iii)	 	To administer the Plan in accordance with its terms, except to the





20









 





	 	 	 	extent powers to administer the Plan are specifically delegated to another person
or persons as provided in the Plan;
	 
	 	(iv)	 	To account for the amount credited to the Deferred Compensation
Account of a Participant;
	 
	 	(v)	 	To direct the Employer in the payment of benefits;
	 
	 	(vi)	 	To file such reports as may be required with the United States Department of
Labor, the Internal Revenue Service and any other government agency to which reports
may be required to be submitted from time to time; and
	 
	 	(vii)	 	To administer the claims procedure to the extent provided in Section 16.





     Section 12.  Benefits Not Assignable; Facility of Payments:



     12.1 Benefits Not Assignable. No portion of any benefit credited or paid under the Plan with
respect to any Participant shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any portion of
such benefit be in any manner payable to any assignee, receiver or any one trustee, or be liable
for his debts, contracts, liabilities, engagements or torts. Notwithstanding the foregoing, in the
event that all or any portion of the benefit of a Participant is transferred to the former Spouse
of the Participant incident to a divorce, the Committee shall maintain such amount for the benefit
of the former Spouse until distributed in the manner required by an order of any court having
jurisdiction over the divorce, and the former Spouse shall be entitled to the same rights as the
Participant with respect to such benefit.



     12.2 Plan-Approved Domestic Relations Orders. The Committee shall establish procedures for
determining whether an order directed to the Plan is a Plan-Approved Domestic Relations Order. If
the Committee determines that an order is a



21









 







Plan-Approved Domestic Relations Order, the Committee
shall cause the payment of amounts pursuant to or segregate a separate account as provided by (and
to prevent any payment or act which might be inconsistent with) the Plan-Approved Domestic
Relations Order.



     12.3 Payments to Minors and Others. If any individual entitled to receive a payment under the
Plan shall be physically, mentally or legally incapable of receiving or acknowledging receipt of
such payment, the Committee, upon the receipt of satisfactory evidence of his incapacity and
satisfactory evidence that another person or institution is maintaining him and that no guardian or
committee has been appointed for him, may cause any payment otherwise payable to him to be made to
such person or institution so maintaining him. Payment to such person or institution shall be in
full satisfaction of all claims by or through the Participant to the extent of the amount thereof.



     Section 13. Beneficiary:



     The Participant’s beneficiary shall be the person, persons, entity or entities designated by
the Participant on the beneficiary designation form provided by and filed with the Committee or its
designee. If the Participant does not designate a beneficiary, the beneficiary shall be his
Surviving Spouse. If the Participant does not designate a beneficiary and has no Surviving Spouse,
the beneficiary shall be the Participant’s estate. The designation of a beneficiary may be changed
or revoked only by filing a new beneficiary designation form with the Committee or its designee. If
a beneficiary (the “primary beneficiary”) is receiving or is entitled to receive payments under the
Plan and dies before receiving all of the payments due him, the balance to which he is entitled
shall be paid to the contingent beneficiary, if any, named in the Participant’s current



22









 







beneficiary
designation form. If there is no contingent beneficiary, the balance shall be paid to the estate of
the primary beneficiary. Any beneficiary may disclaim all or any part of any benefit to which such
beneficiary shall be entitled hereunder by filing a written disclaimer with the Committee before
payment of such benefit is to be made. Such a disclaimer shall be made in a form satisfactory to
the Committee and shall be irrevocable when filed. Any benefit disclaimed shall be payable from the
Plan in the same manner as if the beneficiary who filed the disclaimer had predeceased the
Participant.



     Section 14. Amendment and Termination of Plan:



     The Company may amend any provision of the Plan or terminate the Plan at any time; provided,
that in no event shall such amendment or termination reduce the balance in any Participant’s
Deferred Compensation Account as of the date of such amendment or termination, nor shall any such
amendment affect the terms of the Plan relating to the payment of such Deferred Compensation
Account. Notwithstanding the foregoing, the following special provisions shall apply:



     14.1 Termination in the Discretion of the Employer. Except as otherwise provided in Sections
14.2, the Company in its discretion may terminate the Plan and distribute benefits to Participants
subject to the following requirements and any others specified under Section 409A of the Code:



     14.1.1 All arrangements sponsored by the Employer that would be aggregated with the Plan under
Section 1.409A-l(c) of the Treasury Regulations are terminated.



     14.1.2 No payments other than payments that would be payable under the terms of the Plan if
the termination had not occurred are made within 12 months of the termination date.



     14.1.3 All benefits under the Plan are paid within 24 months of the termination date.



23









 





     14.1.4 The Employer does not adopt a new arrangement that would be aggregated with the Plan
under Section 1.409A-1(c) of the Treasury Regulations providing for the deferral of compensation at
any time within 3 years following the date of termination of the Plan.



     14.1.5 The termination does not occur proximate to a downturn in the financial health of the
Employer.



     14.2 Termination Upon Change in Control Event. If the Company terminates the Plan within
thirty days preceding or twelve months following a Change in Control Event, the Deferred
Compensation Account of each Participant shall become fully vested and payable to the Participant
in a lump sum within twelve months following the date of termination, subject to the requirements
of Section 409A of the Code.



     Section 15. Communication to Participants:



     The Employer shall make a copy of the Plan available for inspection by Participants and their
beneficiaries during reasonable hours at the principal office of the Employer.



     Section 16. Claims Procedure:



     The following claims procedure shall apply with respect to the Plan:



     16.1 Filing of a Claim for Benefits. If a Participant or Beneficiary (the “claimant”) believes
that he is entitled to benefits under the Plan which are not being paid to him or which are not
being accrued for his benefit, he shall file a written claim therefore with the Committee.



     16.2 Notification to Claimant of Decision. Within 90 days after receipt of a claim by the
Committee (or within 180 days if special circumstances require an extension of time), the Committee
shall notify the claimant of the decision with regard to the claim. In the event of such special
circumstances requiring an extension of time, there shall be



24









 







furnished to the claimant prior to
expiration of the initial 90-day period written notice of the extension, which notice shall set
forth the special circumstances and the date by which the decision shall be furnished. If such
claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a
manner calculated to be understood by the claimant, and shall set forth: (i) the specific reason or
reasons for the denial; (ii) specific reference to pertinent provisions of the Plan on 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 procedure for review of the denial and the time limits applicable to
such procedures, including a statement of the claimant’s right to bring a civil action under ERISA
following an adverse benefit determination on review. Notwithstanding the foregoing, if the claim
relates to a disability determination, the Committee shall notify the claimant of the decision
within 45 days (which may be extended for an additional 30 days if required by special
circumstances).



     16.3 Procedure for Review. Within 60 days following receipt by the claimant of notice denying
his claim, in whole or in part, or, if such notice shall not be given, within 60 days following the
latest date on which such notice could have been timely given, the claimant may appeal denial of
the claim by filing a written application for review with the Committee. Following such request for
review, the Committee shall fully and fairly review the decision denying the claim. Prior to the
decision of the Committee, the claimant shall be given an opportunity to review pertinent documents
and to submit issues and comments in writing.



25









 





     16.4 Decision on Review. The decision on review of a claim denied in whole or in part by the
Committee shall be made in the following manner:



     16.4.1 Within 60 days following receipt by the Committee of the request for review (or within
120 days if special circumstances require an extension of time), the Committee shall notify the
claimant in writing of its decision with regard to the claim. In the event of such special
circumstances requiring an extension of time, written notice of the extension shall be furnished to
the claimant prior to the commencement of the extension. Notwithstanding the foregoing, if the
claim relates to a disability determination, the Committee shall notify the claimant of the
decision within 45 days (which may be extended for an additional 45 days if required by special
circumstances).



     16.4.2 With respect to a claim that is denied in whole or in part, the decision on review
shall set forth specific reasons for the decision, shall be written in a manner calculated to be
understood by the claimant, and shall set forth:




	 	(i)	 	the specific reason or reasons for the
adverse determination;
	 
	 	(ii)	 	specific reference to pertinent Plan
provisions on which the adverse determination is based;
	 
	 	(iii)	 	a statement that the claimant is entitled
to receive, upon request and free of charge, reasonable access to,
and copies of, all documents, records, and other information relevant
to the claimant’s claim for benefits; and
	 
	 	(iv)	 	a statement describing any voluntary appeal
procedures offered by the Plan and the claimant’s right to obtain the
information about such procedures, as well as a statement of the
claimant’s right to bring an action under ERISA section 502(a).





     16.4.3 The decision of the Committee shall be final and conclusive.



     16.5 Action by Authorized Representative of Claimant. All actions set forth in this Section 16
to be taken by the claimant may likewise be taken by a representative of the claimant duly
authorized by him to act in his behalf on such matters. The Committee may require such evidence as
either may reasonably deem necessary or advisable of the authority to act of any such
representative.



     Section 17. Miscellaneous Provisions:



26









 





     17.1 Set off. Notwithstanding any other provision of this Plan, the Employer may reduce the
amount of any payment otherwise payable to or on behalf of a Participant hereunder (net of any
required withholdings) at the time payment is due by the amount of any loan, cash advance,
extension of credit or other obligation of the Participant to the Employer that is then due and
payable, and the Participant shall be deemed to have consented to such reduction. In addition, the
Employer may at any time offset a Participant’s Deferral Compensation Account by an amount up to
$5,000 to collect any such amount in accordance with the requirements of Section 409A of the Code.



     17.2 Notices. Each Participant who is not in Service and each Beneficiary shall be responsible
for furnishing the Committee or its designee with his current address for the mailing of notices
and benefit payments. Any notice required or permitted to be given to such Participant or
Beneficiary shall be deemed given if directed to such address and mailed by regular United States
mail, first class, postage prepaid. If any check mailed to such address is returned as
undeliverable to the addressee, mailing of checks will be suspended until the Participant or
Beneficiary furnishes the proper address. This provision shall not be construed as requiring the
mailing of any notice or notification otherwise permitted to be given by posting or by other
publication.



     17.3 Lost Distributees. A benefit shall be deemed forfeited if the Committee is unable to
locate the Participant or Beneficiary to whom payment is due on or before the fifth anniversary of
the date payment is to be made or commence; provided, that the deemed investment rate of return
pursuant to Section 8.2 shall cease to be applied to the Participant’s account following the first
anniversary of such date; provided further,



27









 







however, that such benefit shall be reinstated if a
valid claim is made by or on behalf of the Participant or Beneficiary for all or part of the
forfeited benefit.



     17.4 Reliance on Data. The Employer and the Committee shall have the right to rely on any data
provided by the Participant or by any Beneficiary. Representations of such data shall be binding
upon any party seeking to claim a benefit through a Participant, and the Employer and the Committee
shall have no obligation to inquire into the accuracy of any representation made at any time by a
Participant or Beneficiary.



     17.5 Receipt and Release for Payments. Subject to the provisions of Section 17.1, any payment
made from the Plan to or with respect to any Participant or Beneficiary, or pursuant to a
disclaimer by a Beneficiary, shall, to the extent thereof, be in full satisfaction of all claims
hereunder against the Plan and the Employer with respect to the Plan. The recipient of any payment
from the Plan may be required by the Committee, as a condition precedent to such payment, to
execute a receipt and release with respect thereto in such form as shall be acceptable to the
Committee.



     17.6 Headings. The headings and subheadings of the Plan have been inserted for convenience of
reference and are to be ignored in any construction of the provisions hereof.



     17.7 Continuation of Employment. The establishment of the Plan shall not be construed as
conferring any legal or other rights upon any Employee or any persons for continuation of
employment, nor shall it interfere with the right of the Employer to discharge any Employee or to
deal with him without regard to the effect thereof under the Plan.



28









 





     17.8 Merger or Consolidation; Assumption of Plan. No Employer shall consolidate or merge into
or with another corporation or entity, or transfer all or substantially all of its assets to
another corporation, partnership, trust or other entity (a “Successor Entity”) unless such
Successor Entity shall assume the rights, obligations and liabilities of the Employer under the
Plan and upon such assumption, the Successor Entity shall become obligated to perform the terms and
conditions of the Plan. Nothing herein shall prohibit the assumption of the obligations and
liabilities of the Employer under the Plan by any Successor Entity.



     17.9 Construction. The Employer shall designate in the Adoption Agreement the state according
to whose laws the provisions of the Plan shall be construed and enforced, except to the extent that
such laws are superseded by ERISA and the applicable requirements of the Code.



     17.10 Taxes. The Employer or other payor may withhold a benefit payment under the Plan or a
Participant’s wages, or the Employer may reduce a Participant’s Account balance, in order to meet
any federal, state, or local or employment tax withholding obligations with respect to Plan
benefits, as permitted under Section 409A of the Code. The Employer or other payor shall report
Plan payments and other Plan-related information to the appropriate governmental agencies as
required under applicable laws.



     Section 18. Transition Rules:



     This Section 18 does not apply to plans newly established on or after January 1, 2009.



     18.1 2005 Election Termination. Notwithstanding Section 4.1.4, at any time during 2005, a
Participant may terminate a Participation Agreement, or modify a Participation Agreement to reduce
the amount of Compensation subject to the deferral election, so long as the Compensation subject to
the terminated or modified Participation



29









 







Agreement is includible in the income of the Participant
in 2005 or, if later, in the taxable year in which the amounts are earned and vested.



     18.2 2005 Deferral Election. The requirements of Section 4.1.2 relating to the timing of the
Participation Agreement shall not apply to any deferral elections made on or before March 15, 2005,
provided that (a) the amounts to which the deferral election relate have not been paid or become
payable at the time of the election, (b) the Plan was in existence on or before December 31, 2004,
(c) the election to defer compensation is made in accordance with the terms of the Plan as in
effect on December 31, 2005 (other than a requirement to make a deferral election after March 15,
2005), and (d) the Plan is otherwise operated in accordance with the requirements of Section 409A
of the Code.



     18.3 2005 Termination of Participation; Distribution. Notwithstanding anything in this Plan
to the contrary, at any time during 2005, a Participant may terminate his or her participation in
the Plan and receive a distribution of his Deferred Compensation Account balance on account of that
termination, so long as the full amount of such distribution is includible in the Participant’s
income in 2005 or, if later, in the taxable year of the Participant in which the amount is earned
and vested.



     18.4 Payment Elections. Notwithstanding the provisions of Sections 7.1 or 7.5 of the Plan, a
Participant may elect on or before December 31, 2008, the time or form of payment of amounts
subject to Section 409A of the Code provided that such election applies only to amounts that would
not otherwise be payable in the year of the election and does not cause an amount to paid in the
year of the election that would not otherwise be payable in such year.




30