exv10w08wb






Exhibit 10.08(b)




The Bon-Ton Stores, Inc. Supplemental Executive Retirement Plan




AMENDMENT NO. 1



Effective as of January 1, 2009



     WHEREAS, The Bon-Ton Stores, Inc, a Pennsylvania corporation (the “Company”), maintains The
Bon-Ton Stores, Inc. Supplemental Executive Retirement Plan (the “Plan”); and



     WHEREAS, the Company desires to incorporate into the plan document certain modifications
intended to comply with changes in federal income tax laws; and



     WHEREAS, pursuant to the provisions of Article 6 of the Plan, the Company has retained the
right to amend or terminate the Plan by action of the Board of Directors of the Company;



     NOW, THEREFORE, effective as of the date hereof (or as otherwise specified hereinafter), the
Plan is hereby amended as follows:



     1. A new Article 8, relating to compliance with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) is hereby added to the Plan, to read:




     “Article 8. Compliance with Code Section 409A.




     8.1 General. Notwithstanding anything herein to the contrary, distribution of
Participants’ Benefits under the Plan shall be made in a manner and at such times as
comply with all applicable provisions of Code Section 409A, as in effect from time
to time, including, for these purposes, applicable effective date rules for such
Code section, applicable transitional rules and guidance issued by the Secretary of
the Treasury or the Internal Revenue Service, and proposed and final Treasury
Regulations promulgated pursuant to Code Section 409A. The intent of this Article 8
is to bring the Plan into compliance with the requirements of Code Section 409A so
that no Participant should be subject to any tax liability or penalty pursuant to
Code Section 409A as a result of any failure to comply with all of the requirements
of such Code Section. This Article 8. shall be interpreted in light of, and
consistent with, such requirements. This Article 8, and the following rules, shall
apply only to a 409A Benefit (as hereinafter defined) under the Plan, but only to
the extent required in order to avoid taxation of, or interest penalties on, an
affected Participant under Code Section 409A. To the extent, therefore, that a
determination is made that all or a portion of a



 









 







Participant’s particular benefit is not a 409A Benefit, the modifications to the
Plan by this Article 8 shall not be applicable. It is also intended that no
modification to the Plan by reason of this Article 8 be considered to constitute a
“material modification” of the Plan (as defined in Section 885(d) of the American
Jobs Creation Act of 2004). A “409A Benefit” shall be any portion of a
Participant’s benefit payable under the Plan that is subject to Code Section 409A
and shall not include any portion of a Participant’s benefit having become vested
prior to January 1, 2005 or that, for any other reason, is not otherwise subject to
Code Section 409A.




     8.2. Payment on termination of Employment. If a Participant’s termination of
employment requires the payment of a 409A Benefit, such payment may not be made
unless the termination of employment is a Separation From Service (as defined in
Section 8.3). If a Participant’s termination of employment is not a Separation From
Service, the payment of the 409A Benefit shall be made when the Participant
experiences a Separation From Service or when the Participant is entitled to a
payment for a reason other than a Separation From Service, whichever is first.




     8.3 Six Month Waiting Period. In the event any Participant is considered, for
purposes of Code Section 409A, to be a Specified Employee (as hereinafter defined)
as of the date such Participant terminates his or her employment with the Company,
and such Participant is entitled to receive a 409A Benefit hereunder by reason of
such termination of employment, then no 409A Benefit shall be distributed to any
such Participant by reason of such Participant’s termination of employment until the
date that is six months following the date of the Participant’s termination of
employment. For purposes of this Article 8, the references to termination of
employment shall carry the same meaning as the term Separation From Service (as
hereinafter defined). To the extent any payment is delayed by reason of this Article
8, the payment shall be increased by an amount equal to the amount that such payment
would have earned had it been invested in an interest bearing account providing
interest at the prime rate, as published in the Wall Street Journal or other
comparable publication. For purposes of the Plan, the term Specified Employee shall
mean any employee who is a “specified employee” as that term is defined in Treasury
Regulation Section 1.409A-1(i). For purposes of the Plan, the term Separation From
Service shall mean any termination of employment that is properly characterized as a
“separation from service” as that term is defined in Treasury Regulation Section
1.409A-1(h).”




     8.3 Lump Sum Distributions: Notwithstanding anything herein to the contrary,
the Board’s discretion to award a lump sum payment of any benefit under the Plan as
described in Section 4.2 shall not apply to any 409A Benefit available under the
Plan.



     2. In all other respects the Plan is hereby ratified and confirmed.



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     IN WITNESS WHEREOF, the Board of Directors of the Company has caused this Amendment No. 1 to
the Plan to be executed this       day of                     , 2008.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 




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