**Exhibit 10.22**

 

 

**AMERICANMULTI-CINEMA, INC.**

** **

**NONQUALIFIEDDEFERRED COMPENSATION PLAN**

** **

**ASAMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005**

** **

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**TABLE OFCONTENTS**

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| ** ** | ** **                                                       | **Page** |
|------------|------------------------------------------------------------------|----------|
|       |                                                             |     |
| SECTION 1. | PURPOSE:                                                         | 1        |
|       |                                                             |     |
| SECTION 2. | DEFINITIONS:                                                     | 1        |
| 2.1        | “Active Participant”                                   | 1        |
| 2.2        | “Adoption Agreement”                                   | 1        |
| 2.3        | “Beneficiary”                                          | 2        |
| 2.4        | “Board”                                                | 2        |
| 2.5        | “Committee”                                            | 2        |
| 2.6        | “Compensation”                                         | 2        |
| 2.7        | “Crediting Date”                                       | 2        |
| 2.8        | “Deferred Compensation Account” or “Account” | 2        |
| 2.9        | “Disabled”                                             | 2        |
| 2.10       | “Education Account”                                    | 3        |
| 2.11       | “Effective Date”                                       | 3        |
| 2.12       | “Employee”                                             | 3        |
| 2.13       | “Employer”                                             | 3        |
| 2.14       | “Employer Credits”                                     | 4        |
| 2.15       | “In-Service Account”                                   | 4        |
| 2.16       | “Normal Retirement Age”                                | 4        |
| 2.17       | “Participant”                                          | 4        |
| 2.18       | “Participant Deferral Agreement”                       | 4        |
| 2.19       | “Participant Deferral Credits”                         | 4        |
| 2.20       | “Participating Employer”                               | 4        |
| 2.21       | “Performance-Based Compensation”                       | 5        |
| 2.22       | “Plan”                                                 | 5        |
| 2.23       | “Plan Administrator”                                   | 5        |
| 2.24       | “Plan Year”                                            | 5        |
| 2.25       | “Provider”                                             | 5        |
| 2.26       | “Qualifying Distribution Event”                        | 5        |
| 2.27       | “Retirement Account”                                   | 6        |
| 2.28       | “Service”                                              | 6        |
| 2.29       | “Specified Employee”                                   | 6        |
| 2.30       | “Spouse” or “Surviving Spouse”               | 6        |
| 2.31       | “Student”                                              | 6        |
| 2.32       | “Trust”                                                | 7        |
| 2.33       | “Trustee”                                              | 7        |
| 2.34       | “Unforeseeable Emergency”                              | 7        |
| 2.35       | “Years of Service”                                     | 7        |
|       |                                                             |     |
| SECTION 3. | PARTICIPATION:                                                   | 7        |

 

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| SECTION 4.  | CREDITS TO DEFERRED COMPENSATION  ACCOUNT:            | 8      |
|-------------|-------------------------------------------------------|--------|
| 4.1         | Participant Deferral Credits                          | 8      |
| 4.2         | Employer Credits                                      | 10     |
| 4.3         | Deferred Compensation Account                         | 10     |
|        |                                                  |   |
| SECTION 5.  | QUALIFYING DISTRIBUTION EVENTS:                       | 10     |
| 5.1         | Separation from Service                               | 10     |
| 5.2         | Disability                                            | 11     |
| 5.3         | Death                                                 | 11     |
| 5.4         | In-Service Distributions                              | 11     |
| 5.5         | Education Distributions                               | 11     |
| 5.6         | Unforeseeable Emergency                               | 13     |
|        |                                                  |   |
| SECTION 6.  | QUALIFYING DISTRIBUTION EVENTS  PAYMENT OPTIONS:      | 14     |
| 6.1         | Payment Options                                       | 14     |
| 6.2         | De Minimis Amounts                                    | 15     |
| 6.3         | Subsequent Elections                                  | 15     |
| 6.4         | Acceleration Prohibited                               | 16     |
|        |                                                  |   |
| SECTION 7.  | VESTING:                                              | 16     |
|        |                                                  |   |
| SECTION 8.  | ACCOUNTS; DEEMED INVESTMENT;  ADJUSTMENTS TO ACCOUNT: | 16     |
| 8.1         | Accounts                                              | 16     |
| 8.2         | Deemed Investments                                    | 17     |
| 8.3         | Adjustments to Deferred Compensation Account          | 17     |
|        |                                                  |   |
| SECTION 9.  | ADMINISTRATION BY COMMITTEE:                          | 18     |
| 9.1         | Membership of Committee                               | 18     |
| 9.2         | Committee Officers; Subcommittee                      | 18     |
| 9.3         | Committee Meetings                                    | 18     |
| 9.4         | Transaction of Business                               | 18     |
| 9.5         | Establishment of Rules                                | 19     |
| 9.6         | Conflicts of Interest                                 | 19     |
| 9.7         | Correction of Errors                                  | 19     |
| 9.8         | Authority to Interpret Plan                           | 19     |
| 9.9         | Third Party Advisors                                  | 20     |
| 9.10        | Expense Reimbursement                                 | 20     |
| 9.11        | Indemnification                                       | 20     |
|        |                                                  |   |
| SECTION 10. | CONTRACTUAL LIABILITY; TRUST:                         | 20     |
| 10.1        | Contractual Liability                                 | 20     |
| 10.2        | Trust                                                 | 21     |

 

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| SECTION 11. | ALLOCATION OF RESPONSIBILITIES:                 | 21     |
|-------------|-------------------------------------------------|--------|
| 11.1        | Employer                                        | 21     |
| 11.2        | Committee                                       | 21     |
| 11.3        | Plan Administrator                              | 22     |
|        |                                            |   |
| SECTION 12. | BENEFITS NOT ASSIGNABLE;  FACILITY OF PAYMENTS: | 22     |
| 12.1        | Benefits Not Assignable                         | 22     |
| 12.2        | Payments to Minors and Others                   | 22     |
|        |                                            |   |
| SECTION 13. | BENEFICIARY:                                    | 23     |
|        |                                            |   |
| SECTION 14. | AMENDMENT AND TERMINATION OF  PLAN:             | 24     |
| 14.1        | Termination in the Discretion of the Employer   | 24     |
| 14.2        | No Financial Triggers                           | 24     |
|        |                                            |   |
| SECTION 15. | COMMUNICATION TO PARTICIPANTS:                  | 24     |
|        |                                            |   |
| SECTION 16. | CLAIMS PROCEDURE:                               | 25     |
| 16.1        | Filing of a Claim for Benefits                  | 25     |
| 16.2        | Notification to Claimant of Decision            | 25     |
| 16.3        | Procedure for Review                            | 26     |
| 16.4        | Decision on Review                              | 26     |
| 16.5        | Action by Authorized Representative of Claimant | 26     |
|        |                                            |   |
| SECTION 17. | MISCELLANEOUS PROVISIONS:                       | 27     |
| 17.1        | Set off                                         | 27     |
| 17.2        | Notices                                         | 27     |
| 17.3        | Lost Distributees                               | 27     |
| 17.4        | Reliance on Data                                | 28     |
| 17.5        | Receipt and Release for Payments                | 28     |
| 17.6        | Headings                                        | 28     |
| 17.7        | Continuation of Employment                      | 28     |
| 17.8        | Merger or Consolidation; Assumption of Plan     | 29     |
| 17.9        | Construction                                    | 29     |

 

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**AMERICAN MULTI-CINEMA, INC.NONQUALIFIED DEFERRED COMPENSATION PLAN**

** **

**Section 1.              Purpose:**

 

The Employer has adopted the Plan, originallyeffective January 1, 1994, amended and restated as of January 1, 2003, and ashereby amended and restated effective January 1, 2005, in order to provide ameans by which certain eligible Employees may elect to defer receipt of currentCompensation from the Employer for the purpose of providing retirement andother benefits on behalf of such Employees. The Plan is intended to be anonqualified deferred compensation plan that complies with the provisions ofSection 409A of the Internal Revenue Code (the “Code”) and that is an unfundedplan maintained primarily for the purpose of providing deferred compensationbenefits for a select group of management or highly compensated employees underSections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement IncomeSecurity Act of 1974 (“ERISA”).

 

**Section 2.              Definitions:**

 

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

 

**2.1          “Active Participant”**means, with respect to any day or date, a Participant who is in Service on suchday or date; provided, that a Participant shall cease to be an ActiveParticipant immediately upon a determination by the Committee that theParticipant has ceased to be an Employee, or that the Participant no longermeets the eligibility requirements of the Plan.

 

**2.2          “Adoption Agreement”**means the written agreement pursuant to which a Participating Employer mayadopt the Plan with the consent of Employer.

 

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**2.3          “Beneficiary”**means the person, persons, entity or entities designated or determined pursuantto the provisions of Section 13 hereof.

 

**2.4          “Board”**means the Board of Directors of Employer.

 

**2.5          “Committee”**means the Employer, or such person(s) as may be determined by Employer underSection 9 from time to time.

 

**2.6          “Compensation”**means base salary and any bonus (including Performance-Based Compensation) butexcluding commissions, expense reimbursements or allowances, cash and non-cashfringe benefits and any stock-based incentive compensation.

 

**2.7          “Crediting Date”**means any business day on which an amount representing a Participant DeferralCredit is received by the Provider and on which securities are traded on anational securities exchange, or the first such day thereafter.

 

**2.8          “DeferredCompensation Account”****or****“Account”** means the account maintainedwith respect to each Participant under the Plan. The Deferred CompensationAccount shall be credited with Participant Deferral Credits and EmployerCredits, credited or debited for deemed investment gains or losses, andadjusted for payments in accordance with the rules and elections in effectunder Section 8. The Deferred Compensation Account of a Participant shallinclude any In-Service Account or Education Account of the Participant, ifapplicable.

 

**2.9          “Disabled”**means a Participant who is unable to engage in any substantial gainful activityby reason of any medically determinable physical or mental impairment which canbe expected to result in death or can be expected to last for a continuousperiod of not less than 12 months, or is, by reason of any medicallydeterminable physical or mental impairment

 

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which can be expected to resultin death or can be expected to last for a continuous period of not less than 12months, receiving income replacement benefits for a period of not less thanthree months under an accident and health plan covering Employees of Employer.

 

**2.10        “Education Account”**means a separate account to be kept for each Participant who has elected totake education distributions as described in Section 5.5. The Education Accountshall be adjusted in the same manner and at the same time as the DeferredCompensation Account under Section 8 and in accordance with the rules andelections in effect under Section 8.

 

**2.11        “Effective Date”**of this amendment and restatement of the Plan shall be January 1, 2005. Anyamounts credited to an Account pursuant to the terms of the Plan which were notearned and vested before January 1, 2005, shall be subject to the terms of thisPlan.

 

**2.12        “Employee”**means an individual employed by Employer who (i) is a highly compensated ormanagement employee of the Employer and (ii) has Compensation in theimmediately preceding Plan Year in excess of the annual benefit limitprescribed for defined benefit plans under Section 415(b)(1)(A) of the Code, asadjusted from time to time ($175,000 in 2006). An individual shall cease to bean Employee upon the Employee’s termination of Service.

 

**2.13        “Employer”**means American Multi-Cinema, Inc. and, where appropriate in the context, anyParticipating Employer which adopts this Plan with Employer’s consent. AmericanMulti-Cinema, Inc. shall have the sole authority to administer, interpret andamend the Plan, as “Employer”.

 

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**2.14        “Employer Credits”**means the amounts, if any, credited to the Participant’s Deferred CompensationAccount by Employer pursuant to the provisions of Section 4.2.

 

**2.15        “In-Service Account”**means a separate account to be kept for each Participant who has elected totake in-service distributions as described in Section 5.4. The In-ServiceAccount shall be adjusted in the same manner and at the same time as theDeferred Compensation Account under Section 8 and in accordance with the rulesand elections in effect under Section 8.

 

**2.16        “Normal Retirement Age”**of a Participant means age 65.

 

**2.17        “Participant”**means with respect to any Plan Year an Employee who has been designated by theCommittee as a Participant and who has entered the Plan or who has a DeferredCompensation Account under the Plan. A Participant who has an amount creditedto his Account will remain a Participant even if his Compensation declinesbelow the minimum annual amount normally required to be deemed “highlycompensated” and, therefore, eligible for the Plan.

 

**2.18        “Participant DeferralAgreement”** means a written agreement entered intobetween a Participant and the Employer pursuant to the provisions of Section4.1.

 

**2.19        “Participant DeferralCredits”** means the amounts credited to the Participant’sDeferred Compensation Account by the Employer pursuant to the provisions ofSection 4.1.

 

**2.20        “ParticipatingEmployer”** means any trade or business (whether or notincorporated) which adopts this Plan with the consent of the Employer, which asof the date of this restatement refers to AMC Card Processing Services, Inc.

 

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**2.21        “Performance-BasedCompensation”** means compensation where the amount of,or entitlement to, the compensation is contingent on the satisfaction ofpreestablished organizational or individual performance criteria relating to aperformance period of at least twelve months in which the Participant performsservices. Organizational or individual performance criteria are consideredpreestablished if established in writing within 90 days after the commencementof the period of service to which the criteria relates, provided that theoutcome is substantially uncertain at the time the criteria are established. Performance-basedcompensation may include payments based upon subjective performance criteria inaccordance as provided in regulations and administrative guidance promulgatedunder Section 409A of the Code.

 

**2.22        “Plan”**means the American Multi-Cinema, Inc. Nonqualified Deferred Compensation Plan,as herein set out and as amended from time to time.

 

**2.23        “Plan Administrator”**means Employer, or its designee.

 

**2.24        “Plan Year”**means the twelve-month period ending on the last day of December and eachanniversary thereof.

 

**2.25        “Provider”**means a third party providing administrative and other services to Employer inconnection with the Plan, which currently is Principal Financial Group (or itsdesignated affiliate), but also including any successor entity appointed byEmployer in the future.

 

**2.26        “QualifyingDistribution Event”** means (i) the separation fromService of the Participant, (ii) the date the Participant becomes Disabled,(iii) the death of the Participant, (iv) the time specified by the Participantfor an in-service or education distribution, or (v) an Unforeseeable Emergency,each to the extent provided in Section 5.

 

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**2.27        “Retirement Account”**means the portion of the Deferred Compensation Account of a Participant,excluding any In-Service Account or any Education Account. The RetirementAccount shall be adjusted in the same manner and at the same time as theDeferred Compensation Account under Section 8 and in accordance with the rulesand regulations in effect under Section 8.

 

**2.28        “Service”**means employment by the Employer as an Employee. For purposes of the Plan, theemployment relationship is treated as continuing intact while the Employee ison military leave, sick leave, or other bona fide leave of absence if theperiod of such leave does not exceed six months, or if longer, so long as theEmployee’s right to reemployment is provided either by statue or contract.

 

**2.29        “Specified Employee”**means an employee who meets the requirements of Section 416(i)(1)(A)(i), (ii)or (iii) of the Code (applied in accordance with the regulations thereunder andwithout regard to Section 416(i)(5) of the Code) at any time during thetwelve-month period ending on December 31 of each year (the “identificationdate”). If the person is a key employee as of any identification date, theperson is treated as a Specified Employee for the twelve-month period beginningon the first day of the fourth month following the identification date.

 

**2.30        “Spouse”**or **“Surviving Spouse”** means, except asotherwise provided in the Plan, a person who is the legally married spouse orsurviving spouse of a Participant.

 

**2.31        “Student”**means the individual designated by the Participant in the Participant DeferralAgreement with respect to whom the Participant will create an EducationAccount.

 

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**2.32        “Trust”**means the “rabbi” trust fund which may be established by Employer from time totime pursuant to Section 10.2.

 

**2.33        “Trustee”**means the trustee named in the agreement establishing the Trust and suchsuccessor or additional trustee(s) as may be named pursuant to the terms of theagreement establishing the Trust.

 

**2.34        “UnforeseeableEmergency”** means a severe financial hardship to theParticipant resulting from (i) an illness or accident of the Participant, theParticipant’s Spouse or a dependent (as defined in Section 152(a) of the Code)of the Participant, (ii) loss of the Participant’s property due to casualty, or(iii) other similar extraordinary and unforeseeable circumstances arising as aresult of events beyond the control of the Participant.

 

**2.35        “Years of Service”**means each Plan Year of Service completed by the Participant. For vestingpurposes (to the extent any Employer Profit Sharing Credits are madehereunder), Years of Service shall be calculated from the Crediting Date onwhich the Employer Profit Sharing Credit is made to the Participant’s Account.

 

**Section 3.              Participation:**

 

The Committee in its discretion shall designate eachEmployee who is eligible to participate in the Plan. An Employee designated bythe Committee as a Participant who has not otherwise entered the Plan shallenter the Plan and become a Participant as of the date determined by theCommittee. A Participant who separates from Service with the Employer and wholater returns to Service will not be an Active Participant under the Planexcept upon satisfaction of such terms and conditions as the Committee shallestablish upon the Participant’s

 

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return to Service, whether or not the Participantshall have a balance remaining in the Deferred Compensation Account under thePlan on the date of the return to Service.

 

**Section 4.              Credits to DeferredCompensation Account:**

 

**4.1          Participant DeferralCredits**. Each Active Participant may elect, byentering into a Participant Deferral Agreement with the Employer, to defer thereceipt of Compensation from the Employer (i) as a percentage of Compensation(excluding any bonus) below the applicable Code § 402(g) limit, (ii) as apercentage of Compensation (excluding any bonus) above the applicable Code §402(g) limit, and/or (iii) as a percentage of any bonus paid for the year, allas specified in the Participant Deferral Agreement. The amount of theParticipant Deferral Credit shall be credited by the Employer to the DeferredCompensation Account maintained for the Participant pursuant to Section 8. Thefollowing special provisions shall apply with respect to the ParticipantDeferral Credits of a Participant:

 

4.1.1       The Employer shallcredit to the Participant’s Deferred Compensation Account on each CreditingDate an amount equal to the total Participant Deferral Credit for the periodending on such Crediting Date.

 

4.1.2       An election pursuantto this Section 4.1 shall be made by the Participant by executing anddelivering a Participant Deferral Agreement to the Committee. Except asotherwise provided in this Section 4.1, the Participant Deferral Agreementshall become effective with respect to such Participant as of the first day ofJanuary following the date such Participant Deferral Agreement is received bythe Committee. A Participant’s election may be changed at any time prior to thelast permissible date for making the election as permitted in this Section 4.1,and shall thereafter be irrevocable. The election of a Participant shallcontinue in effect for subsequent years until modified by the Participant aspermitted in this Section 4.1, or until the earlier of the date the Participantseparates from Service or ceases to be an Active Participant under the Plan.

 

4.1.3       In the case of thefirst year in which the Participant becomes eligible to participate in thePlan, the Participant may execute and deliver a Participant Deferral Agreementto the Committee within 30 days after the date the Participant enters the Planto be effective as of the first payroll period next following the date theParticipant

 

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DeferralAgreement is received by the Committee. For Compensation that is earned basedupon a specified performance period (for example, an annual bonus), where adeferral election is made in the first year of eligibility but after thebeginning of the service period, the election will be deemed to apply toCompensation paid for services subsequent to the election if the electionapplies to the portion of the Compensation equal to the total amount of theCompensation for the service period multiplied by the ratio of the number ofdays remaining in the performance period after the election over the totalnumber of days in the performance period.

 

4.1.4       A Participant mayunilaterally modify a Participant Deferral Agreement (either to terminate,increase or decrease the portion of his future Compensation which is subject todeferral) by providing a written modification of the Participant DeferralAgreement to the Employer. The modification shall become effective as of thefirst day of January following the date such written modification is receivedby the Committee.

 

4.1.5       If the Participantperformed services continuously from a date no later than the date upon whichthe performance criteria are established through a date no earlier than thedate upon which the Participant makes an initial deferral election, aParticipant Deferral Agreement relating to the deferral of Performance-BasedCompensation may be executed and delivered to the Committee no later than thedate which is 6 months prior to the end of the performance period, providedthat in no event may an election to defer Performance-Based Compensation bemade after such Compensation has become both substantially certain to be paidand readily ascertainable.

 

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

 

4.1.7       Compensation payableafter the last day of the Participant’s taxable year solely for servicesprovided during the final payroll period containing the last day of theParticipant’s taxable year (i.e., December 31) is treated for purposes of thisSection 4.1 as Compensation for services performed in the subsequent taxableyear.

 

4.1.8       The Committee may fromtime to time establish policies or rules consistent with the requirements ofSection 409A of the Code to govern the manner in which Participant DeferralCredits may be made.

 

4.1.9       The requirements ofSection 4.1.2 relating to the timing of the Participant Deferral Agreementshall 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 notbeen

 

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paid or becomepayable at the time of the election, (b) the Plan was in existence on or beforeDecember 31, 2004, (c) the election to defer compensation is made in accordancewith the terms of the Plan as in effect on December 31, 2005 (other than arequirement to make a deferral election after March 15, 2005), (d) the Plan isotherwise operated in accordance with the requirements of Section 409A of theCode, and (e) the Plan is amended to comply with Section 409A in accordancewith Q&A 19 of Notice 2005-1.

 

**4.2          Employer Credits**.The Employer may, but need not, cause the Committee to credit to the DeferredCompensation Account of any Active Participant an Employer Discretionary orProfit Sharing Credit as determined by the Employer. As of the date of thisrestatement of the Plan, no Employer Credits are contemplated.

 

**4.3          Deferred CompensationAccount**. All Participant Deferral Credits and EmployerCredits shall be credited to the Deferred Compensation Account of theParticipant.

 

**Section 5.              Qualifying Distribution Events:**

 

**5.1          Separation fromService**. If the Participant separates from Servicewith the Employer, the vested balance in the Deferred Compensation Accountshall be paid to the Participant by Employer as provided in Section 6. Notwithstandingthe foregoing, no distribution shall be made earlier than six months after thedate of separation from Service (or, if earlier, the date of death) withrespect to a Participant who is a Specified Employee of a corporation the stockin which is traded on an established securities market or otherwise. Anypayments to which a Specified Employee would be entitled during the first sixmonths following the date of separation from Service shall be accumulated andpaid on the first day of the seventh month following the date of separationfrom service.

 

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**5.2          Disability**.If the Participant becomes Disabled while in Service, the balance in theDeferred Compensation Account shall be paid to the Participant by the Employeras provided in Section 6.

 

**5.3          Death**.If the Participant dies while in Service, the Employer shall pay a benefit tothe Participant’s Beneficiary in an amount equal to the balance in theParticipant’s Deferred Compensation Account as of the date of death. Payment ofsuch benefit shall be made by the Employer as provided in Section 6. If aParticipant dies following his separation from Service for any reason, andbefore all payments under the Plan have been made, the balance in the DeferredCompensation Account shall be paid by the Employer to the Participant’sBeneficiary in a single lump sum.

 

**5.4          In-Service Distributions**.A Participant may designate in the Participant Deferral Agreement to have aspecified amount credited to the Participant’s In-Service Account forin-service distribution in a lump sum payment at the date specified by theParticipant. In no event may an in-service distribution be made prior to twoyears following the establishment of the In-Service Account of the Participant.Notwithstanding the foregoing, if a Participant incurs a QualifyingDistribution Event prior to the date on which the entire balance in theIn-Service Account has been distributed, then the balance in the In-ServiceAccount on the date of the Qualifying Distribution Event shall be distributedto the Participant in the same manner and at the same time as the balance inthe Deferred Compensation Account is distributed under Section 6 and inaccordance with the rules and elections in effect under Section 6.

 

**5.5          EducationDistributions**. A Participant may designate in theParticipant Deferral Agreement to have a specified amount credited to theParticipant’s Education Account for

 

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education distributions thedate specified by the Participant. If the Participant designates more than oneStudent, the Education Account will be divided into a separate EducationAccount for each Student, and the Participant may designate in the ParticipantDeferral Agreement the percentage or dollar amount to be credited to eachEducation Account. In the absence of a clear designation, all credits made tothe Education Account shall be equally allocated to each Education Account. TheEmployer shall pay to the Participant the balance in the Education Account withrespect to the Student at the time and in the manner designated by theParticipant in the Participant Deferral Agreement. If the Participant elects toreceive education distributions in annual installment payments (over four tosix years), the payment of each annual installment shall be made on theanniversary of the date of the first installment payment, and the amount of theannual installment shall be adjusted on such anniversary for credits or debitsto the Participant’s Education Account pursuant to Section 8 of the Plan. Suchadjustment shall be made by dividing the balance in the Education Account onsuch date by the number of annual installments remaining to be paid hereunder;provided that the last annual installment due under the Plan shall be theentire amount credited to the Participant’s Education Account on the date ofpayment. Notwithstanding the foregoing, if the Participant incurs a QualifyingDistribution Event prior to the date on which the entire balance of theEducation Account has been distributed, then the balance in the EducationAccount on the date of the Qualifying Distribution Event shall be distributedto the Participant in the same manner and at the same time as the DeferredCompensation Account is distributed under Section 6 and in accordance with therules and elections in effect under Section 6.

 

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**5.6          UnforeseeableEmergency**. A distribution from the DeferredCompensation Account may be made to a Participant in the event of anUnforeseeable Emergency, subject to the following provisions:

 

5.6.1       A Participant may, atany time prior to his separation from Service for any reason, make applicationto the Committee to receive a distribution in a lump sum of all or a portion ofthe vested balance in the Deferred Compensation Account (determined as of thedate the distribution, if any, is made under this Section 5.6) because of anUnforeseeable Emergency. A distribution because of an Unforeseeable Emergencyshall not exceed the amount required to satisfy the Unforeseeable Emergencyplus amounts necessary to pay taxes reasonably anticipated as a result of suchdistribution, after taking into account the extent to which the UnforeseeableEmergency may be relieved through reimbursement or compensation by insurance orotherwise or by liquidation of the Participant’s assets (to the extent theliquidation of such assets would not itself cause severe financial hardship).

 

5.6.2       The Participant’srequest for a distribution on account of Unforeseeable Emergency must be madein writing to the Committee. The request must specify the nature of thefinancial hardship, the total amount requested to be distributed from theDeferred Compensation Account, and the total amount of the actual expenseincurred or to be incurred on account of the Unforeseeable Emergency.

 

5.6.3       If a distributionunder this Section 5.6 is approved by the Committee, such distribution will bemade as soon as practicable following the date it is approved. The processingof the request shall be completed as soon as practicable from the date on whichthe Committee receives the properly completed written request for adistribution on account of an Unforeseeable Emergency. A distribution due toUnforeseeable Emergency shall not affect any deferral election previously madeby the Participant. If a Participant’s separation from Service occurs after arequest is approved in accordance with this Section 5.6.3, but prior todistribution of the full amount approved, the approval of the request shall beautomatically null and void and the benefits which the Participant is entitledto receive under the Plan shall be distributed in accordance with theapplicable distribution provisions of the Plan.

 

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

 

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**Section 6.              Qualifying Distribution EventsPayment Options:**

 

**6.1          Payment Options**.The Participant shall elect in the Participant Deferral Agreement the methodunder which the vested balance in the Deferred Compensation Account will bedistributed, either in a lump sum payment or in equal annual installments overa term not to exceed ten (10) years. Payment shall be made in the mannerelected by the Participant and shall commence upon the date of the QualifyingDistribution Event. A payment shall be treated as made upon the date of theQualifying Distribution Event if it is made on such date or a later date withinthe same calendar year or, if later, by the 15th day of the third calendarmonth following the Qualifying Distribution Event. A payment may be furtherdelayed to the extent permitted in accordance with regulations and guidanceunder Section 409A of the Code. The Participant may elect a different method ofpayment for each Qualifying Distribution Event. If the Participant elects theinstallment payment option, the payment of each annual installment shall bemade on the anniversary of the date of the first installment payment, and theamount of the annual installment shall be adjusted on such anniversary forcredits or debits to the Participant’s account pursuant to Section 8 of thePlan. Such adjustment shall be made by dividing the balance in the DeferredCompensation Account on such date by the number of annual installmentsremaining to be paid hereunder; provided that the last annual installment dueunder the Plan shall be the entire amount credited to the Participant’s accounton the date of payment. In the event the Participant fails to make a validelection of the payment method, the distribution will be made in a single lumpsum payment upon the Qualifying Distribution Event.

 

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**6.2          De Minimis Amounts**.Notwithstanding any payment election made by the Participant, the vestedbalance in the Deferred Compensation Account of the Participant will bedistributed in a single lump sum payment if the payment accompanies thetermination of the Participant’s entire interest in the Plan and the amount ofsuch payment does not exceed $10,000. Such payment shall be made on or beforethe later of (i) December 31 of the calendar year in which the Participantseparates from Service from the Employer, or (ii) the date that is 2-1/2 monthsafter the Participant separates from Service from the Employer.

 

**6.3          Subsequent Elections**.With the consent of the Committee, a Participant may delay or change the methodof payment of the Deferred Compensation Account subject to the followingrequirements:

 

6.3.1       The new election maynot take effect until at least 12 months after the date on which the newelection is made.

 

6.3.2       If the new electionrelates to a payment for a Qualifying Distribution Event other than the deathof the Participant, the Participant becoming Disabled, or an UnforeseeableEmergency, the new election must provide for the deferral of the first paymentfor a period of at least five years from the date such payment would otherwisehave been made.

 

6.3.3       If the new electionrelates to a payment from the In-Service Account or Education Account, the newelection must be made at least 12 months prior to the date of the firstscheduled payment from such account.

 

For purposes of this Section 6.3 and Section 6.4, a paymentis each separately identified amount to which the Participant is entitled underthe Plan; provided, that entitlement to a series of installment payments istreated as the entitlement to a single payment.

 

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**6.4          AccelerationProhibited**. The acceleration of the time or scheduleof any payment due under the Plan is prohibited except as provided inregulations and administrative guidance promulgated under Section 409A of theCode. It is not an acceleration of the time or schedule of payment if theEmployer waives or accelerates the vesting requirements applicable to a benefitunder the Plan.

 

**Section 7.              Vesting:**

 

A Participant shall be fully vested in the portion ofhis Deferred Compensation Account attributable to Participant Deferral Credits,and all income, gains and losses attributable thereto. A Participant shallbecome fully vested in the portion of his Deferred Compensation Accountattributable to Employer Credits, if any, and any income, gains and lossesattributable thereto, at the rate of 20% after one Year of Service, 40% aftertwo Years of Service, 60% after three Years of Service, 80% after four Years ofService and 100% after five Years of Service, measured from the Crediting Dateon which the Employer Credit is made. Notwithstanding the foregoing, aParticipant shall be fully vested in his Account balance upon the earlier of(i) attainment of Normal Retirement Age while an Employee, (ii) death, or (iii)becoming Disabled. If a Participant’s Deferred Compensation Account is notfully vested upon separation from Service, the portion of the DeferredCompensation Account that is not fully vested shall thereupon be forfeited.

 

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

 

**8.1          Accounts**.The Committee shall establish a book reserve account, entitled the “DeferredCompensation Account,” on behalf of each Participant. The Committee shall alsoestablish an In-Service Account and Education Account as a part of the DeferredCompensation

 

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Account of each Participant, ifapplicable. The amount credited to the Deferred Compensation Account shall beadjusted pursuant to the provisions of Section 8.3.

 

**8.2          Deemed Investments**.The Deferred Compensation Account of a Participant shall be credited with aninvestment return determined as if the Account were invested in one or moreinvestment funds made available by the Committee. The Participant shall electthe investment funds in which his Deferred Compensation Account shall be deemedto be invested. Such election shall be made in the manner prescribed by theCommittee 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 newelection is made by the Participant. In the event the Participant fails for anyreason to make an effective election of the investment return to be credited tohis account, the investment return shall be determined by the Committee.

 

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

 

8.3.1       The DeferredCompensation Account shall be debited each business day with the total amountof any payments made from such account since the last preceding business day tohim or for his benefit.

 

8.3.2       The DeferredCompensation Account shall be credited on each Crediting Date with the totalamount of any Participant Deferral Credits and Employer Credits to such accountsince the last preceding Crediting Date.

 

8.3.3       The DeferredCompensation Account shall be credited or debited on each day securities aretraded on a national stock exchange with the amount of deemed investment gainor loss resulting from the performance of the investment funds elected by theParticipant in accordance with Section 8.2. The amount of such deemedinvestment

 

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gain or lossshall be determined by the Committee and such determination shall be final andconclusive upon all concerned.

 

**Section 9.              Administration by Committee:**

 

**9.1          Membership ofCommittee**. A Committee may be designated by Employer,consisting of at least three individuals appointed by Employer to serve at itspleasure, but unless Employer determines otherwise, Employer’s existing “InvestmentCommittee”, which monitors the investments of Employer’s qualified retirementplans, will serve as the Committee hereunder. The Committee shall beresponsible for the general administration and interpretation of the Plan andfor carrying out its provisions, except to the extent all or any of suchobligations are specifically imposed on the Board.

 

**9.2          Committee Officers;Subcommittee**. The Committee (if not the InvestmentCommittee) may elect a Chairman and may elect an acting Chairman. The Committeemay also elect a Secretary, and an acting Secretary, either of whom may be butneed not be a member of the Committee. The Committee may appoint from itsmembership such subcommittees with such powers as the Committee shalldetermine, and may authorize one or more of its members or any agent to executeor deliver any instruments or to make any payment on behalf of the Committee.

 

**9.3          Committee Meetings**.The Committee may hold such meetings at such places and at such intervals as itmay from time to time determine.

 

**9.4          Transaction ofBusiness**. All resolutions or other actions taken bythe Committee at any meeting shall be by vote of a majority of those present atany such meeting

 

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and entitled to vote. Resolutionsmay be adopted or other action taken without a meeting upon written consentthereto signed by all of the members of the Committee.

 

**9.5          Establishment ofRules**. Subject to the limitations of the Plan, theCommittee may from time to time establish rules or by-laws for theadministration of the Plan and the transaction of its business.

 

**9.6          Conflicts of Interest**.No individual member of the Committee shall have any right to vote or decideupon any matter relating solely to himself or to any of his rights orbenefits under the Plan (except that such member may sign unanimous written consentto resolutions adopted or other action taken without a meeting), exceptrelating to the terms of his Participant Deferral Agreement.

 

**9.7          Correction of Errors**.The Committee may correct errors and, so far as practicable, may adjust anybenefit or credit or payment accordingly. The Committee may in its discretionwaive any notice requirements in the Plan; provided, that a waiver of notice inone or more cases shall not be deemed to constitute a waiver of notice in anyother case.

 

**9.8          Authority toInterpret Plan**. Subject to the claims procedure setforth in Section 16, the Plan Administrator and the Committee shall have theduty and discretionary authority to interpret and construe the provisions ofthe Plan and to decide any dispute which may arise regarding the rights ofParticipants hereunder, including the discretionary authority to construe thePlan and to make determinations as to eligibility and benefits under the Plan. Determinationsby the Plan Administrator and/or the Committee shall be binding and conclusiveupon all interested persons.

 

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**9.9          Third Party Advisors**.The Committee may engage an attorney, accountant, actuary or any othertechnical advisor on matters regarding the operation of the Plan and to performsuch other duties as shall be required in connection therewith, and may employsuch clerical and related personnel as the Committee shall deem requisite ordesirable in carrying out the provisions of the Plan.

 

**9.10        Expense Reimbursement**.The Committee shall be entitled to reimbursement by Employer for its reasonableexpenses properly and actually incurred in the performance of its duties in theadministration of the Plan.

 

**9.11        Indemnification**.No member of the Committee shall be personally liable by reason of any contractor other instrument executed by him or on his behalf as a member of theCommittee nor for any mistake of judgment made in good faith, and the Employershall indemnify and hold harmless, directly from its own assets (including theproceeds of any insurance policy the premiums for which are paid from theEmployer’s assets), each member of the Committee and each other officer,employee, or director of the Employer to whom any duty or power relating to theadministration or interpretation of the Plan may be delegated or allocated,against any unreimbursed or uninsured cost or expense (including any sum paidin settlement of a claim with the prior written approval of the Board) arisingout of any act, or omission to act, in connection with the Plan unless arisingout of such person’s own fraud, bad faith, willful misconduct or grossnegligence.

 

**Section 10.            Contractual Liability; Trust:**

 

**10.1        Contractual Liability**.The obligation of the Employer to make payments hereunder shall constitute acontractual liability of the Employer to the Participant. Such

 

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payments shall be made from thegeneral funds of the Employer, and the Employer shall not be required toestablish or maintain any special or separate fund, or otherwise to segregateassets to assure that such payments shall be made, and the Participant shallnot have any interest in any particular assets of the Employer by reason of itsobligations hereunder. To the extent that any person acquires a right toreceive payment from the Employer, such right shall be no greater than theright of an unsecured creditor of the Employer.

 

**10.2        Trust**.The Employer may establish a Trust with the Trustee, pursuant to such terms andconditions as are set forth in the Trust Agreement. The Trust, if and whenestablished, is intended to be treated as a grantor trust for purposes of theCode and all assets of the Trust shall be held in the United States. Theestablishment of the Trust is not intended to cause Participants to realizecurrent income on amounts contributed thereto, and the Trust shall be sointerpreted and administered.

 

**Section 11.            Allocation of Responsibilities:**

 

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

 

**11.1        Employer**(by action of the Board, the Employer’s Chief Executive Officer, or by thedesignee of either).

 

(i)            To amend the Plan;

 

(ii)           To appoint and remove members of theCommittee; and

 

(iii)          To terminate the Plan as permitted inSection 14.

 

**11.2        Committee**.

 

(i)            To designate Participants;

 

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(ii)           To interpret theprovisions of the Plan and to determine the rights of the Participants underthe Plan, except to the extent otherwise provided in Section 16 relating toclaims procedure;

 

(iii)          To administer thePlan in accordance with its terms, except to the extent powers to administerthe Plan are specifically delegated to another person or persons as provided inthe Plan;

 

(iv)          To account for theamount credited to the Deferred Compensation Account of a Participant; and

 

(v)           To direct theEmployer in the payment of benefits.

 

**11.3        Plan Administrator**.

 

(i)            To file suchreports as may be required with the United States Department of Labor, theInternal Revenue Service and any other government agency to which reports maybe required to be submitted from time to time; and

 

(ii)           To administer theclaims procedure to the extent provided in Section 16.

 

**Section 12.            Benefits Not Assignable; Facilityof Payments:**

 

**12.1        Benefits NotAssignable**. No portion of any benefit credited or paidunder the Plan with respect to any Participant shall be subject in any mannerto anticipation, alienation, sale, transfer, assignment, pledge, encumbrance orcharge, and any attempt so to anticipate, alienate, sell, transfer, assign,pledge, encumber or charge the same shall be void, nor shall any portion ofsuch benefit be in any manner payable to any assignee, receiver or any onetrustee, or be liable for his debts, contracts, liabilities, engagements ortorts.

 

**12.2        Payments to Minors andOthers**. If any individual entitled to receive apayment under the Plan shall be physically, mentally or legally incapable ofreceiving or acknowledging receipt of such payment, the Committee, upon thereceipt of satisfactory evidence of his incapacity and satisfactory evidencethat another person or institution is maintaining him and that

 

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no guardian or committee hasbeen appointed for him, may cause any payment otherwise payable to him to bemade to such person or institution so maintaining him. Payment to such personor institution shall be in full satisfaction of all claims by or through theParticipant to the extent of the amount thereof.

 

**Section 13.            Beneficiary:**

 

The Participant’s beneficiary shall be the person orpersons designated by the Participant on the beneficiary designation formprovided by and filed with the Committee or its designee. If the Participantdoes not designate a beneficiary, the beneficiary shall be his Surviving Spouse.If the Participant does not designate a beneficiary and has no SurvivingSpouse, the beneficiary shall be the Participant’s estate. The designation of abeneficiary may be changed or revoked only by filing a new beneficiarydesignation form with the Committee or its designee. If a beneficiary (the “primarybeneficiary”) is receiving or is entitled to receive payments under the Planand dies before receiving all of the payments due him, the balance to which heis entitled shall be paid to the contingent beneficiary, if any, named in theParticipant’s current beneficiary designation form. If there is no contingentbeneficiary, 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 suchbeneficiary shall be entitled hereunder by filing a written disclaimer with theCommittee before payment of such benefit is to be made. Such a disclaimer shallbe made in a form satisfactory to the Committee and shall be irrevocable whenfiled. Any benefit disclaimed shall be payable from the Plan in the same manneras if the beneficiary who filed the disclaimer had predeceased the Participant.

 

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**Section 14.            Amendment and Termination ofPlan:**

 

Employer may amend any provision of the Plan orterminate the Plan at any time; provided, that in no event shall such amendmentor termination reduce the balance in any Participant’s Deferred CompensationAccount as of the date of such amendment or termination, nor shall any suchamendment affect the terms of the Plan relating to the payment of such DeferredCompensation Account. Notwithstanding the foregoing, the following specialprovisions shall apply:

 

**14.1        Termination in theDiscretion of the Employer**. Except as otherwiseprovided in Sections 14.2, Employer in its discretion may terminate the Planand distribute benefits to Participants subject to the following requirements:

 

14.1.1     All arrangementssponsored by Employer that would be aggregated with the Plan under Section1.409A-1(c) of the Treasury Regulations are terminated.

 

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

 

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

 

14.1.4     Employer does not adopta new arrangement that would be aggregated with the Plan under Section1.409A-1(c) of the Treasury Regulations providing for the deferral ofcompensation at any time within five years following the date of termination ofthe Plan.

 

**14.2        No Financial Triggers**.Employer may not terminate the Plan and make distributions to a Participant duesolely to a change in the financial health of Employer.

 

**Section 15.            Communication to Participants:**

 

Employer shall make a copy of the Plan available forinspection by Participants and their beneficiaries upon written request duringreasonable hours at the principal office of Employer.

 

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**Section 16.            Claims Procedure:**

 

The following claims procedure shall apply withrespect to the Plan:

 

**16.1        Filing of a Claim forBenefits**. If a Participant or beneficiary (the “claimant”)believes that he is entitled to benefits under the Plan which are not beingpaid to him or which are not being credited for his benefit, he shall file awritten claim therefore with the Plan Administrator.

 

**16.2        Notification toClaimant of Decision**. Within 90 days after receipt ofa claim by the Plan Administrator (or within 180 days if special circumstancesrequire an extension of time), the Plan Administrator will notify the claimantof the decision with regard to the claim. In the event of such specialcircumstances requiring an extension of time, there will be furnished to theclaimant prior to expiration of the initial 90-day period written notice of theextension, which notice will set forth the special circumstances and the dateby which the decision will be furnished. If such claim is wholly or partiallydenied, notice thereof will be in writing and worded in a manner calculated tobe understood by the claimant, and will set forth: (i) the specific reason orreasons for the denial; (ii) specific reference to pertinent provisions of thePlan on which the denial is based; (iii) a description of any additionalmaterial or information necessary for the claimant to perfect the claim and anexplanation of why such material or information is necessary; and (iv) anexplanation of the procedure for review of the denial and the time limitsapplicable to such procedures, including a statement of the claimant’s right tobring a civil action under ERISA following an adverse benefit determination onreview. Notwithstanding the forgoing, if the claim relates to a Participant whois Disabled, the Plan

 

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Administrator will notify theclaimant of the decision within 45 days (which may be extended for anadditional 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 daysfollowing 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 forreview with the Committee. Following such request for review, the Committeewill fully and fairly review the decision denying the claim. Prior to thedecision of the Committee, the claimant shall be given an opportunity to reviewpertinent documents and to submit issues and comments in writing.

 

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

 

16.4.1     Within 60 daysfollowing receipt by the Committee of the request for review (or within 120days if special circumstances require an extension of time), the Committee willnotify the claimant in writing of its decision with regard to the claim. In theevent of such special circumstances requiring an extension of time, writtennotice of the extension will be furnished to the claimant prior to thecommencement of the extension. Notwithstanding the forgoing, if the claim relatesto a Participant who is Disabled, the Committee will notify the claimant of thedecision within 45 days (which may be extended for an additional 45 days ifrequired by special circumstances).

 

16.4.2     With respect to a claimthat is denied in whole or in part, the decision on review will set forthspecific reasons for the decision, will be written in a manner calculated to beunderstood by the claimant, and will cite specific references to the pertinentPlan provisions on which the decision is based.

 

16.4.3     All decisions of theCommittee are final and conclusive.

 

**16.5        Action by AuthorizedRepresentative of Claimant**. All actions set forth inthis Section 16 to be taken by the claimant may likewise be taken by arepresentative of the claimant duly authorized by him to act in his behalf onsuch matters. The Plan Administrator and the

 

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Committee may require suchevidence as either may reasonably deem necessary or advisable of the authorityto act of any such representative.

 

**Section 17.            Miscellaneous Provisions:**

 

**17.1        Set off**.Notwithstanding any other provision of this Plan, Employer may reduce theamount of any payment otherwise payable to or on behalf of a Participanthereunder (net of any required withholdings) by the amount of any loan, cashadvance, extension of credit or other obligation of the Participant to theEmployer that is then due and payable, and the Participant shall be deemed tohave consented to such reduction.

 

**17.2        Notices**.Each Participant who is not in Service and each Beneficiary shall beresponsible for furnishing the Committee or its designee with his currentaddress for the mailing of notices and benefit payments. Any notice required orpermitted to be given to such Participant or Beneficiary shall be deemed givenif directed to such address and mailed by regular United States mail, firstclass, postage prepaid. If any check mailed to such address is returned asundeliverable to the addressee, mailing of checks will be suspended until theParticipant or Beneficiary furnishes the proper address. This provision shallnot be construed as requiring the mailing of any notice or notificationotherwise permitted to be given by posting or by other publication.

 

**17.3        Lost Distributees**.A benefit shall be deemed forfeited if the Plan Administrator is unable tolocate the Participant or Beneficiary to whom payment is due on or before thefifth anniversary of the date payment is to be made or commence; provided, thatthe deemed investment rate of return pursuant to Section 8.2 shall cease to beapplied to the Participant’s account following the first anniversary of suchdate; provided further, however, that such benefit

 

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shall be reinstated if a validclaim is made by or on behalf of the Participant or Beneficiary for all or partof the forfeited benefit.

 

**17.4        Reliance on Data**.The Employer, the Committee and the Plan Administrator shall have the right torely on any data provided by the Participant or by any Beneficiary. Representationsof such data shall be binding upon any party seeking to claim a benefit througha Participant, and the Employer, the Committee and the Plan Administrator shallhave no obligation to inquire into the accuracy of any representation made atany time by a Participant or Beneficiary.

 

**17.5        Receipt and Releasefor Payments**. Subject to the provisions of Section17.1, any payment made from the Plan to or with respect to any Participant orBeneficiary, or pursuant to a disclaimer by a Beneficiary, shall, to the extentthereof, be in full satisfaction of all claims hereunder against the Plan andthe Employer with respect to the Plan. The recipient of any payment from thePlan may be required by the Committee, as a condition precedent to suchpayment, to execute a receipt and release with respect thereto in such form asshall be acceptable to the Committee.

 

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

 

**17.7        Continuation ofEmployment**. The establishment of the Plan shall not beconstrued as conferring any legal or other rights upon any Employee or anypersons for continuation of employment, nor shall it interfere with the rightof the Employer to discharge any Employee or to deal with him without regard tothe effect thereof under the Plan.

 

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**17.8        Merger orConsolidation; Assumption of Plan**. In the eventEmployer consolidates or merges into or with another corporation or entity, ortransfers all or substantially all of its assets to another corporation,partnership, trust or other entity (a “Successor Entity”), such SuccessorEntity may assume the rights, obligations and liabilities of the Employer underthe Plan and upon such assumption, the Successor Entity shall become obligatedto perform the terms and conditions of the Plan.

 

**17.9        Construction**.The provisions of the Plan shall be construed and enforced in accordance withthe laws of the State of Missouri, except to the extent that such laws aresuperseded by ERISA and the applicable requirements of the Code.

 

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IN WITNESSWHEREOF, this Agreement has been executed as of the 20th day of December, 2006.

 

 
|   | **American Multi-Cinema, Inc.**         |
|--------|-----------------------------------------|
|   | ** **                              |
|   | ** **                              |
|   | By:                                     | /s/ Keith P.  Wiedenkeller |   |
|   |                                    | Keith P.  Wiedenkeller |
|   |                                    | SVP of Human  Resources |
|   |                                    |   |
|   |                                    |   |
|   | **AMC Card  Processing Services, Inc.** |
|   | ** **                              |
|   | ** **                              |
|   | By:                                     | /s/ Kevin M.  Conner |   |
|   |                                    | Kevin M.  Conner |
|   |                                    | Senior Vice  President |
|        |                                         |  |  |  |

 

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**ADDENDUM NO. 1**

** **

**AMERICAN MULTI-CINEMA, INC. 401(K)SAVINGS PLAN**

** **

The following benefits, rights and features wereincluded in the Loews Cineplex Salaried Employees’ Profit Sharing and 401(k)Plan (the “Loews Plan”) but are being eliminated prospectively, as of January1, 2007, as a result of the merger of the Loews Plan into this Plan. Pursuantto Code Section 411(d)(6), protected benefits, rights and features listed belowshall apply only to account balances accrued under the Loews Plan prior toJanuary 1, 2007.

 
| **Protected  Benefit**                                         | ** ** | **Prior  Plan****Effective Date** | ** ** | **Amendment/Restatement****Effective Date** |
|----------------------------------------------------------------|------------|-----------------------------------|------------|---------------------------------------------|
| Right to Withdraw from Pre-1991 Matching Contribution  Account |       | 01/01/2002                        |       | 01/01/2007                                  |
| Age 59 1 /2 In-Service Withdrawals                             |       | 01 /01 /2002                      |       | 01/01/2007                                  |
| Normal Retirement Date                                         |       | 01/01/2002                        |       | 01/01/2007                                  |

** **

----