LandAmerica Financial Group, Inc. Executive Voluntary Deferral Plan



 Exhibit 10.2 
 LANDAMERICA FINANCIAL GROUP, INC. 
 EXECUTIVE VOLUNTARY DEFERRAL PLAN 
 Effective 
 December 1, 1998

 Amended and Restated 
 Effective 
 January 1, 2005 







 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page
	 ARTICLE I
	 	 Definition of Terms
	  	1
	 1.1  
	 	 Account
	  	1
	 1.2  
	 	 Administrator
	  	1
	 1.3  
	 	 Affiliate
	  	1
	 1.4  
	 	 Annual Bonus Date
	  	1
	 1.5  
	 	 Beneficiary
	  	2
	 1.6  
	 	 Benefit Commencement Date
	  	2
	 1.7  
	 	 Board
	  	2
	 1.8  
	 	 Bonus
	  	2
	 1.9  
	 	 Closing Price
	  	2
	 1.10
	 	 Code
	  	2
	 1.11
	 	 Committee
	  	2
	 1.12
	 	 Corporation
	  	2
	 1.13
	 	 Death Benefit
	  	2
	 1.14
	 	 Deferral Amount
	  	2
	 1.15
	 	 Deferral Benefit
	  	2
	 1.16
	 	 Deferral Contribution
	  	2
	 1.17
	 	 Deferral Election
	  	2
	 1.18
	 	 Deferral Premium
	  	3
	 1.19
	 	 Deferral Year
	  	3
	 1.20
	 	 Deferred Cash Account
	  	3
	 1.21
	 	 Deferred Stock Unit
	  	3
	 1.22
	 	 Deferred Stock Unit Account
	  	3
	 1.23
	 	 Disabled and Disability
	  	3
	 1.24
	 	 Effective Date
	  	3
	 1.25
	 	 Eligible Executive
	  	3
	 1.26
	 	 Key Employee
	  	4
	 1.27
	 	 Participant
	  	4
	 1.28
	 	 Plan
	  	4
	 1.29
	 	 Plan Year
	  	4
	 1.30
	 	 Rate of Return
	  	4
	 1.31
	 	 Retirement
	  	4
			
	 ARTICLE II
	 	 Eligibility and Participation
	  	5
	 2.1  
	 	 Eligibility
	  	5
	 2.2  
	 	 Participation
	  	5
	 2.3  
	 	 Commencement of Active Participation
	  	5
	 2.4  
	 	 Length of Participation
	  	5









					
	 ARTICLE III
	 	Determination of Deferral	 	6
	 3.1
	 	Deferral Benefit	 	6
	3.2	 	 Deferral Election
	 	6
	3.3	 	 Subtractions from Deferred Cash Account and Deferred Stock Unit Account
	 	8
	3.4	 	 Crediting of Interest to Deferred Cash Account
	 	8
	3.5	 	 Equitable Adjustment in Case of Error or Omission
	 	8
	3.6	 	 Statement of Benefits
	 	8
			
	 ARTICLE IV
	 	Accounts and Investments	 	9
	 4.1
	 	 Accounts
	 	9
	 4.2
	 	 Deferred Stock Units
	 	9
	 4.3
	 	 Hypothetical Nature of Accounts and Investments
	 	10
			
	 ARTICLE V 
	 	Vesting	 	11
			
	 ARTICLE VI 
	 	Death Benefits	 	12
	 6.1
	 	 Pre-Benefit Commencement Date Death Benefit
	 	12
	 6.2
	 	 Post-Benefit Commencement Date Death Benefit
	 	12
			
	 ARTICLE VII 
	 	Payment of Benefits	 	13
	 7.1
	 	 Payment of Deferral Benefit
	 	13
	 7.2
	 	 Payment of Death Benefit
	 	13
	 7.3
	 	 Form of Payment of Deferral Benefit
	 	13
	 7.4
	 	 Benefit Determination and Payment Procedure
	 	13
	 7.5
	 	 Payments to Minors and Incompetents
	 	13
	 7.6
	 	 Distribution of Benefit When Distributee Cannot Be Located
	 	14
	 7.7
	 	 Deferral Benefit Upon Disability or Retirement
	 	14
	 7.8
	 	 Acceleration of Benefits Prohibited
	 	14
			
	 ARTICLE VIII
	 	Beneficiary Designation	 	15
			
	 ARTICLE IX 
	 	Withdrawals	 	16
	 9.1
	 	 No Withdrawals Permitted
	 	16
	 9.2
	 	 Hardship Exemption
	 	16
			
	 ARTICLE X 
	 	Funding	 	17
			
	 ARTICLE XI 
	 	Change of Control	 	18
	 11.1
	 	 Change of Control
	 	18

  

 ii 









					
	 11.2  
	  	Effect of Change of Control	  	19
			
	 ARTICLE XII
	  	 Plan Adminstration
	  	21
	 12.1  
	  	 Appointment of Administrator
	  	21
	 12.2  
	  	 Duties and Responsibilities of Plan Administrator
	  	21
	 12.3  
	  	 Claims Procedures
	  	21
			
	 ARTICLE XIII
	  	 Amendment or Termination of Plan
	  	23
			
	 ARTICLE XIV
	  	 Miscellaneous
	  	24
	 14.1  
	  	 Non-assignability
	  	24
	 14.2  
	  	 Notices and Elections
	  	24
	 14.3  
	  	 Delegation of Authority
	  	24
	 14.4  
	  	 Service of Process
	  	24
	 14.5  
	  	 Governing Law
	  	24
	 14.6  
	  	 Binding Effect
	  	24
	 14.7  
	  	 Severability
	  	24
	 14.8  
	  	 Gender and Number
	  	24
	 14.9  
	  	 Titles and Captions
	  	24
	 14.10
	  	 Stock Subject to Plan
	  	24
	 14.11
	  	 Effective Date/Term
	  	25

  

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 LandAmerica Financial Group, Inc. 
 Executive Voluntary Deferral Plan 
 LandAmerica Financial Group, Inc. (the
“Corporation”) initially adopted the LandAmerica Financial Group, Inc. Executive Voluntary Deferral Plan (the “Plan”) effective as of December 1, 1998 to provide certain key executives an opportunity to defer receipt of
bonus payments as well as an opportunity for such key executives to align their interests with the Corporation by being tied to the performance of the Corporation’s common stock. The Corporation amended and restated the Plan, effective
January 1, 2004. The Plan is further amended and restated as described below. 
 Effective January 1, 2005, the Plan is amended to
conform to the requirements of section 409A of the Internal Revenue Code. These amendments apply solely to amounts accrued on and after January 1, 2005, plus any amounts accrued prior to January 1, 2005, that are not earned and vested as
of December 31, 2004. Amounts accrued prior to January 1, 2005, that are earned and vested as of December 31, 2004, shall remain subject to the terms of the Plan as in effect on December 31, 2004. 
 ARTICLE I 
 Definition of
Terms 
 The following words and terms as used in this Plan shall have the meaning set forth below, unless a different meaning is
clearly required by the context: 
 1.1 Account. A bookkeeping account established for a Participant under Article IV hereof.
Effective January 1, 2005, the Corporation shall maintain a Pre-2005 Account and Post-2004 Account for each Participant. A Participant’s Pre-2005 Account shall document the amounts deferred under the Plan by the Participant and any other
amounts credited hereunder which are earned and vested prior to January 1, 2005, plus earnings thereon. A Participant’s Post-2004 Account shall document the amounts deferred under the Plan by the Participant and any other amounts credited
hereunder on and after January 1, 2005, plus earnings thereon. Where applicable, a Participant’s Pre-2005 Account and Post-2004 Account may be referred to collectively as the Participant’s “Account.” 
 1.2 Administrator. The Administrator of the Plan appointed under Section 12.1. 
 1.3 Affiliate. Any subsidiary, parent, affiliate, or other related business entity to the Corporation. 
 1.4 Annual Bonus Date. The date in a particular year on which the Bonus awarded to those Participants who receive solely one Bonus award
per year becomes payable or would otherwise become payable, but for a Participant’s Deferral Election. 







 1.5 Beneficiary. The person or persons designated by a Participant or otherwise entitled
pursuant to Section 8.1 to receive benefits under the Plan attributable to such Participant after the death of such Participant. 
 1.6
Benefit Commencement Date. The date irrevocably elected by the Participant pursuant to Section 3.2, which date may not be later than the Participant’s 70th birthday. The same Benefit Commencement Date shall be required for
all Deferral Contributions made and Deferral Benefits attributable to a Plan Year. Unless otherwise approved by the Administrator or otherwise provided in this Plan, the Benefit Commencement Date elected by the Participant must be the 15th day of April of a year permitted by Section 3.2. 
 1.7 Board. The present and any succeeding Board of Directors of the Corporation, unless such term is used with respect to a particular
Affiliate and its Directors, in which event it shall mean the present and any succeeding Board of Directors of that Affiliate. 
 1.8
Bonus. Compensation paid to a Participant for services rendered to the Corporation or an Affiliate, which is designated as a “bonus” by the Committee and which shall include without limitation any pre-tax or sub-goal bonuses.

 1.9 Closing Price. The closing price of a share of common stock of the Corporation as reported on the New York Stock
Exchange composite tape on such day or, if the common stock of the Corporation was not traded on the New York Stock Exchange on such day, then on the next preceding day that the common stock of the Corporation was traded on such exchange, all as
reported by such source as the Administrator may select. 
 1.10 Code. The Internal Revenue Code of 1986, as the same may be
amended from time to time. 
 1.11 Committee. The Executive Compensation Committee of the Board. 
 1.12 Corporation. LandAmerica Financial Group, Inc., or any successor thereto. 
 1.13 Death Benefit. The benefit with respect to a Participant due a Participant’s Beneficiary, determined in accordance with Article
VI hereof. 
 1.14 Deferral Amount. With respect to each Plan Year, the sum of the Deferral Contributions of a Participant with
respect to his Bonus to be earned during the Plan Year. 
 1.15 Deferral Benefit. The balance in a Participant’s Deferred
Cash Account and Deferred Stock Unit Account. 
 1.16 Deferral Contribution. The portion of a Participant’s Bonus,
which is deferred under the Plan. 
 1.17 Deferral Election. An irrevocable election of a Deferral Amount in writing executed
by the Eligible Executive or Participant and timely filed with the Administrator. 
  

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 1.18 Deferral Premium. Additional Deferred Stock Units awarded to a Participant who elects
to defer his Bonus into the Deferred Stock Unit Account equal to twenty percent of the Participant’s Deferral Contribution into the Deferred Stock Unit Account for a given Plan Year. 
 1.19 Deferral Year. The Plan Year with respect to which a Deferral Contribution is made. For purposes hereof, a Deferral Contribution is
considered made with respect to the Plan Year in which the Bonus deferred was earned. 
 1.20 Deferred Cash Account. An
unfunded, bookkeeping account maintained on the books of the Corporation for a Participant, which reflects the Participant’s Deferral Contributions made under the Plan and is treated as invested in a fixed return cash account as described in
the Plan. Separate subdivisions of the Deferred Cash Account shall continue to be maintained to reflect Deferral Contributions made and Deferral Benefits attributable with respect to each Plan Year. 
 1.21 Deferred Stock Unit. A hypothetical share of the Corporation’s common stock. 
 1.22 Deferred Stock Unit Account. An unfunded, bookkeeping account maintained on the books of the Corporation for a Participant, which
reflects his interest in amounts attributable to his Deferred Contributions under the Plan and is treated as invested in Deferred Stock Units as described in the Plan. Separate subdivisions of the Deferred Stock Unit Account shall be maintained to
reflect Deferral Contributions made and Deferral Benefits attributable with respect to each Plan Year and within each Plan Year, the Deferral Contributions and Deferral Benefits attributable to Deferral Contributions of Bonus and Deferral Premiums.

 1.23 Disabled and Disability. With respect to a Participant’s Pre-2005 Account, shall have the meanings
assigned to such terms in the Corporation’s Long-Term Disability Plan. With respect to a Participant’s Post-2004 Account, “Disabled” and “Disability” mean the Participant, by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, is receiving benefits under the Corporation’s Long-Term Disability Plan for a period of not
less than three months. 
 1.24 Effective Date. The Effective Date of the Plan is December 1, 1998. 
 1.25 Eligible Executive. Effective for individuals who become Participants on or after March 1, 2006, an executive who has the rank
Senior Vice-President of the Corporation, or higher, and other highly compensated individuals designated by the Committee, or the Corporation, in their sole discretion; provided, however, any executive who is an Active Participant in a Plan Year but
fails to meet the preceding definition of Eligible Executive for a subsequent Plan Year shall remain an Eligible Executive provided he remains an Active Participant. 
  

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 1.26 Key Employee An Eligible Executive who, as of December 31 of any Plan Year,
satisfies the requirements of Code section 416(i) without regard to Code section 416(i)(5) will be considered a Key Employee for purposes of the Plan for the 12-month period commencing on the next following April 1. 
 1.27 Participant. An Eligible Executive who elects to participate in the Plan, and further differentiated as follows: 
 (i) “Active Participant”: A Participant who has an election to make Deferral Contributions to the Plan in effect at the time in
question. 
 (ii) “Inactive Participant”: A Participant who does not have an election to make Deferral Contributions
to the Plan in effect at the time in question. 
 1.28 Plan. This document, as contained herein or duly amended, which shall be
known as the “LandAmerica Financial Group, Inc. Executive Voluntary Deferral Plan” as amended and restated effective January 1, 2005. 
 1.29 Plan Year. The calendar year during which a Participant’s Bonus is earned. 
 1.30
Rate of Return. The fixed rate of return for allocations made by a Participant to a Deferred Cash Account. Such rate of return shall be eight percent until, if ever, increased by the Compensation Committee. 
 1.31 Retirement. With respect to a Participant’s Pre-2005 Account, “Retirement” means a Participant’s termination of
employment with the Corporation or an Affiliate at or after age 65. With respect to a Participant’s Post-2004 Account, “Retirement” means a Participant’s termination of employment with the Corporation or an Affiliate at or after
age 55. 
  

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 ARTICLE II 
 Eligibility and Participation 
 2.1 Eligibility. Each Eligible Executive shall
be eligible to participate in the Plan and to defer Bonus for such Plan Year as provided in this Plan. Any questions as to whether an executive of the Corporation or an Affiliate is eligible to participate shall be determined by the Administrator,
in its sole discretion, in accordance with Corporation policy, if any, on such matters. 
 2.2 Participation. 
 (a) In order to become an Active Participant and to make Deferral Contributions with respect to a Plan Year, an Eligible Executive must file with the
Administrator a Deferral Election, in accordance with the terms and conditions set forth in Section 3.2. Except as provided in subsection (b) below, such Deferral Election must be filed no later than the December 31 preceding such
Plan Year or at such earlier time as may be set by the Committee in its sole discretion. 
 (b) Effective for Eligible Executives who become
eligible to participate in the Plan on or after January 1, 2006, for any Plan Year in which an Eligible Executive becomes eligible to participate in the Plan, the Eligible Executive must make an initial Deferral Election within thirty days
after the date he or she becomes eligible. Such Deferral Election shall be valid only with respect to the portion of the Bonus equal to (x) the total amount of the Eligible Executive’s Bonus multiplied by (y) the ratio
of the number of days remaining in the service period for which the Bonus is paid after the election, over the total number of days in such service period. 
 (c) By executing and filing such election with the Administrator, an Eligible Executive consents and agrees to the following: 
 (i) To execute such applications and take such physical examinations and to supply truthfully and completely such information as may be
requested by any health questionnaire provided by the Administrator; 
 (ii) To be bound by all terms and conditions of the
Plan and all amendments thereto. 
 2.3 Commencement of Active Participation. An Eligible Executive shall become an Active
Participant with respect to a Plan Year only if he is expected to have a Bonus during such Plan Year, and he timely files and has in effect a Deferral Election for such Plan Year. 
 2.4 Length of Participation. An individual who is or becomes a Participant shall be or remain an Active Participant as long as he has a
Deferral Election in effect; and he shall be or remain an Inactive Participant as long as he is entitled to future benefits under the terms of the Plan and is not considered an Active Participant. 
  

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 ARTICLE III 
 Determination of Deferral 
 3.1 Deferral Benefit. For purposes hereof, a
Participant’s Deferral Benefit shall be the balance in his Deferred Cash Account and his Deferred Stock Unit Account at the time in question. 
 3.2 Deferral Election. 
 (a) Subject to the restrictions and conditions hereinafter provided, a Participant may
irrevocably elect, as a Deferral Contribution with respect to a Plan Year, to defer part of the Participant’s Bonus for a given Plan Year, which is specified in his Deferral Election for such Plan Year in accordance with the conditions set
forth in this Section 3.2. Any such Deferral Election must be filed with the Administrator at the time required under Section 2.2(a). 
 (b) The following conditions apply: 
 (i) The maximum Deferral Contribution with respect to any Participant for a
Plan Year shall be ninety-five percent (95%) of his Bonus for such Plan Year, and such election shall be expressed by the Participant’s indication of (x) the excess of a dollar level, (y) a stated percentage, or
(z) a stated percentage of the excess of a dollar level of the Participant’s Bonus for a given Plan Year. 
 (ii) Deferral Contributions shall be credited to the Participant’s account as of the last day of the month in which the Bonus would otherwise be paid to the Participant. The Participant shall indicate on his election form how the
Deferral Contribution is to be allocated between the Participant’s Deferred Cash Account and the Participant’s Deferred Stock Unit Account. To the extent that a Participant elects to defer amounts into his Deferred Cash Account, the
Participant’s Deferred Cash Account shall be credited with the dollar amount of the Deferral Contribution allocated to such Account. To the extent that a Participant elects to defer amounts into his Deferred Stock Unit Account, the
Participant’s Deferred Stock Unit Account shall be credited with that number of Deferred Stock Units determined by dividing the dollar amount of the Participant’s Deferral Contribution to the Deferred Stock Unit Account by the Closing
Price on the day the Deferred Stock Units are credited to the Participant’s Account. 
 (iii) A Participant who makes a
Deferral Contribution for a given Plan Year into the Participant’s Deferred Stock Unit Account shall receive a Deferral Premium of additional Deferred Stock Units equal to twenty percent of the Participant’s Deferral Contribution to his
Deferred Stock Unit Account for such Plan Year. The Deferral Premium shall be credited to the Participant’s Deferred Stock Unit Account in addition to the Deferred Stock Units received as a result of the election to defer the Participant’s
Bonus, although such Deferral Premium shall be subject to certain vesting requirements set forth in (ix) below. The Deferral Premium shall be credited to the Participant’s Deferred Stock Unit Account as of the first day of March of the
year following the 
  

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 Deferral Year. The number of Deferred Stock Units credited shall be determined by dividing the Deferral
Premium by the Closing Price on the day the Deferred Stock Units are credited to the Participant’s Account. 
 (iv) A
separate Deferral Election must be filed for each Plan Year. 
 (v) Each Deferral Election shall be made on a form provided by
the Administrator and shall specify any such information as the Administrator may require. 
 (vi) A Deferral Election must
specify the manner of payment and the period of payment. A Participant may elect to receive a lump sum payment or annual or quarterly installment payments over a term of years of up to fifteen years. 
 (vii) A Deferral Election must specify the Benefit Commencement Date. The deferral period must be at least three years, or, if shorter,
extend to the Participant’s 70th birthday. The Benefit Commencement Date must be April 15 of the year
payments are to begin and may be (A) any April 15 that is at least three years after the end of the Plan Year in which the Bonus is earned but no later than the Participant’s 70th birthday, or (B) the later of (x) any April 15 that is at least three years after the end of the Plan Year in which the Bonus is earned
but no later than the Participant’s 70th birthday, or (y) the April 15 following
Participant’s termination of employment with the Corporation or an Affiliate but no later than the Participant’s 70th birthday. The Benefit Commencement Date specified in the Participant’s Deferral Election may be accelerated upon the Participant’s death, Disability, Retirement or upon a Change of Control as further provided in this Plan.
In the event a Participant has elected a Benefit Commencement Date for a Plan Year prior to the 2004 Plan Year other than the 15th day of April, such Benefit Commencement Date shall be the 15th day of April of the year that
includes the elected Benefit Commencement Date. 
 (viii) Notwithstanding subsection (b)(vii) above, a Benefit Commencement
Date of a Participant who is a Key Employee that occurs in accordance with item (B)(2) of that subsection (termination of employment) may be adjusted for his Post-2004 Account to the first day of the month following the six–month anniversary of
the Participant’s termination of employment. Such adjustment shall occur only if it results in a Benefit Commencement Date that is later than the Benefit Commencement Date specified in the Participant’s Deferral Election. 
 (ix) With respect to a Participant’s Pre-2005 Account, a Participant shall have the option of postponing the elected Benefit
Commencement Date of a Deferral Benefit whether from the Participant’s Deferred Cash Account or Deferred Stock Unit Account by making an irrevocable election to roll over such Deferral Benefit at least one year before such Benefit Commencement
Date, provided that the Participant may not postpone the elected Benefit Commencement Date past the Participant’s 70th birthday. With respect to a Participant’s Post-2004 Account, a Participant shall have the option of postponing a Benefit
Commencement Date elected in accordance with subsection (b)(vii)(A) or (B)(1) above of, whether from the Participant’s Deferred Cash Account or 
  

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 Deferred Stock Unit Account, for a period not less than five years by making an irrevocable election to
do so, provided such election is made at least twelve months before the otherwise scheduled Benefit Commencement Date. In addition, such an election may not take effect for twelve months after the date of the election and may be made only if the
Participant’s 70th birthday would occur prior to the minimum five-year period described in the preceding
sentence. A Participant shall make such election, whether for his Pre-2005 Account or Post-2004 Account, on a form designated by the Administrator. 
 (x) The Participant shall forfeit a Deferral Premium (and any dividends credited to the Participant’s Deferred Stock Unit Account as a result of such Deferral Premium) if the Participant separates from service to
the Corporation or an Affiliate before the third anniversary of the first day of March of the year following the Deferral Year (second anniversary in the case of deferral contributions for Plan Years prior to the 2004 Plan Year) for any reason other
than (x) on account of the Participant’s death, Disability or Retirement or (y) following a Change of Control with respect to Deferral Premiums earned before the Change of Control. 
 3.3 Subtractions from Deferred Cash Account and Deferred Stock Unit Account. All distributions from a Participant’s Deferred Cash
Account and Deferred Stock Unit Account shall be subtracted when such distributions are made. 
 3.4 Crediting of Interest to Deferred
Cash Account. There shall be credited to each Participant’s Deferred Cash Account an amount representing interest on the balance of such account. Interest shall be credited as earned. Such interest shall be based on the applicable Rate
of Return for the Plan Year. The Participant shall forfeit fifty percent of any interest earned with respect to a Deferral Contribution if the Participant separates from service to the Corporation or an Affiliate before the third anniversary of the
first day of March of the year following the Deferral Year other than (x) on account of the Participant’s death, Disability or Retirement or (y) following a Change of Control with respect to Deferral Contributions made
before the Change of Control; provided, however, this forfeiture provision shall not apply to interest earned on Deferral Contributions made for Plan Years before the 2004 Plan Year. 
 3.5 Equitable Adjustment in Case of Error or Omission. If an error or omission is discovered in the Deferred Cash Account and Deferred
Stock Unit Account of a Participant, the Administrator shall make such equitable adjustments as the Administrator deems appropriate. 
 3.6
Statement of Benefits. Within a reasonable time after the end of the Plan Year and at the date a Participant’s Deferral Benefit or Death Benefit becomes payable under the Plan, the Administrator shall provide to each Participant
(or, if deceased, to his Beneficiary) a statement of the benefit under the Plan. 
  

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 ARTICLE IV 
 Accounts and Investments 
 4.1 Accounts. A separate Pre-2005 Account and
Post-2004 Account under the Plan shall be established for each Participant. Such Account shall be (a) credited with the amounts credited in accordance with Section 3.2, (b) credited (or charged, as the case may be) with the investment
results determined in accordance with Section 4.2, and (c) charged with the amounts paid by the Plan to or on behalf of the Participant in accordance with Article VII. With each Participant’s Account, separate subaccounts including a
Deferred Stock Unit Account and a Deferred Cash Account shall be maintained. 
 4.2 Deferred Stock Units. Except as provided
below, a Participant’s Deferred Stock Unit Account shall be treated as if it were invested in Deferred Stock Units that are equivalent in value to the fair market value of the shares of the Corporation’s common stock in accordance with the
following rules: 
 (a) The number of Deferred Stock Units credited to a Participant’s Deferred Stock Unit Account shall be increased on
each date on which a dividend is paid on the Corporation’s common stock. The number of additional Deferred Stock Units credited to a Participant’s Deferred Stock Unit Account as a result of such increase shall be determined by
(i) multiplying the total number of Deferred Stock Units (with fractional Deferred Stock Units rounded off to the nearest thousandth) credited to the Participant’s Deferred Stock Unit Account immediately before such increase by the amount
of the dividend paid per share of the Corporation’s common stock on the dividend payment date, and (ii) dividing the product so determined by the Closing Price on the dividend payment date. 
 (b) The dollar value of the Deferred Stock Units credited to a Participant’s Deferred Stock Unit Account on any date shall be determined by
multiplying the number of Deferred Stock Units (including fractional Deferred Stock Units) credited to the Participant’s Deferred Stock Unit Account by the Closing Price on that date. 
 (c) In the event of a transaction or event described in this subsection (c), the number of Deferred Stock Units credited to a Participant’s Deferred
Stock Unit Account shall be adjusted in such manner as the Board, in its sole discretion, deems equitable. A transaction or event is described in this subsection (c) if (i) it is a dividend (other than regular quarterly dividends) or other
distribution (whether in the form of cash, shares, other securities, or other property), extraordinary cash dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, repurchase, or
exchange of shares or other securities, the issuance or exercisability of stock purchase rights, the issuance of warrants or other rights to purchase shares or other securities, or other similar corporate transaction or event and (ii) the Board
determines that such transaction or event affects the shares of the Corporation’s common stock, such that an adjustment pursuant to this subsection (c) is appropriate to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan. 
  

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 4.3 Hypothetical Nature of Accounts and Investments. Each Account established under this
Article IV shall be maintained for bookkeeping purposes only. Neither the Plan nor any of the Accounts established under the Plan shall hold any actual funds or assets. The Deferred Stock Units established hereunder shall be used solely to determine
the amounts to be paid hereunder, shall not represent an equity security of the Corporation, and shall not carry any voting or dividend rights. 
  

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 ARTICLE V 
 Vesting 
 A Participant’s Deferred Cash Account and Deferred Stock Unit Account shall be
fully vested and non-forfeitable at all times, except that Deferral Premiums and any dividends credited to the Participant’s Deferred Stock Unit Account as a result of such Deferral Premiums shall vest as provided in Section 3.2(b)(ix) and
interest credited to the Participant’s Deferred Cash Account shall vest as provided in Section 3.4. 
  

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 ARTICLE VI 
 Death Benefits 
 6.1 Pre-Benefit Commencement Date Death Benefit. In the event
that a Participant dies prior to his Benefit Commencement Date, the Beneficiary of such Participant shall be entitled to receive as a Death Benefit an amount equal to the Deferral Benefit that the Participant would have received had the Participant
lived to his Benefit Commencement Date and received the full Deferral Benefit. This Death Benefit shall be calculated by (a) increasing the Participant’s Account by the value of any amounts deferred by the Participant that have not yet
been credited to the Account, (b) crediting the Participant’s Deferred Stock Unit Account with any Deferral Premiums owed to the Participant that have not been credited, and (c) increasing the value of the Participant’s Deferred
Cash Account by the amount that would have been credited as interest at the Rate of Return from the date of death through the Participant’s Benefit Commencement Date assuming, for purposes of this additional interest crediting only, the
Participant’s Deferred Stock Unit Account had been converted to a Deferred Cash Account and added to the Participant’s existing Deferred Cash Account as of the first day of the month following the Participant’s date of death. This
Death Benefit shall be paid pursuant to the Participant’s election form except that the payment shall be made, or begin, no more than ninety days after the Participant’s date of death. To the extent not paid out in a lump sum payment, the
Participant’s Deferred Stock Unit Account will continue to be credited with additional Deferred Stock Units in accordance with Section 4.2 and the Participant’s Deferred Cash Account, as adjusted by this Section 6.1, shall accrue
interest thereafter at the Rate of Return. 
 6.2 Post-Benefit Commencement Date Death Benefit. In the event that a Participant
dies after his Benefit Commencement Date, then the Beneficiary of such Participant shall be entitled to receive as a Death Benefit a continuation of the payment of the Deferral Benefit in the same manner and in the same amount that the Participant
would have received had the Participant lived to receive the Deferral Benefit. 
  

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 ARTICLE VII 
 Payment of Benefits 
 7.1 Payment of Deferral Benefit. A
Participant’s Deferral Benefit, if any, shall become payable to the Participant as of the Benefit Commencement Date specified in his Deferral Election (or adjusted Benefit Commencement Date described in Section 3.2(b)(viii) or 7.7(b)) and
shall be made as soon thereafter as is administratively practical. The first payment made on an adjusted Benefit Commencement Date shall include a single lump sum “catch-up” amount equal to the sum of the payments that would have been made
to the Participant during the period preceding the adjusted Benefit Commencement Date if no adjustment had been made. A Participant shall be paid his Deferral Benefit in a lump sum or in periodic installment payments payable quarterly or annually
for the period irrevocably elected by the Participant pursuant to Section 3.2. If the Participant has elected to receive the Deferral Benefit in installments, each of the Participant’s installment payments shall be comprised of accrued
interest, if any, and that portion of the Participant’s Deferral Benefit equal to the balances in the Participant’s Deferred Cash Account and Deferred Stock Unit Account divided by the number of remaining installment payments to be made to
the Participant. Annual installment payments shall be made as of the 15th day of April of each year and shall be
made as soon thereafter as administratively practical. Quarterly installments shall be made as of the 15th day of
each January, April, July and October and shall be made as soon thereafter as administratively practical. 
 7.2 Payment of Death
Benefit. A Participant’s Death Benefit shall be payable to his Beneficiary as set forth in Article VI. 
 7.3 Form of
Payment of Deferral Benefit. A Participant’s Deferred Stock Unit Account shall be paid in shares of the Corporation’s common stock with fractional shares paid in cash, and the Deferred Cash Account shall be paid in cash.

 7.4 Benefit Determination and Payment Procedure. The Administrator has the authority, in its sole discretion and judgment to
make all determinations concerning eligibility for benefits under the Plan, the time or terms of payment, and the form or manner of payment to the Participant or the Participant’s Beneficiary, in the event of the death or Disability of the
Participant. The Administrator shall promptly notify the Corporation of each such determination that benefit payments are due and provide to the Corporation all other information necessary to allow the Corporation to carry out said determination,
whereupon the Corporation shall pay such benefits in accordance with the Administrator’s determination. 
 7.5 Payments to Minors
and Incompetents. If a Participant or Beneficiary entitled to receive any benefits hereunder is a minor or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, or is deemed so by the Administrator,
benefits will be paid to such person as the Administrator may designate for the benefit of such Participant or Beneficiary. Such payments shall be considered a payment to such Participant or Beneficiary and shall, to the extent made, be deemed a
complete discharge of any liability for such payments under the Plan. 
  

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 7.6 Distribution of Benefit When Distributee Cannot Be Located. The Administrator shall
make all reasonable attempts to determine the identity and/or whereabouts of a Participant or a Participant’s Beneficiary entitled to benefits under the Plan, including the mailing by certified mail of a notice to the last known address shown
on the Corporation’s or the Administrator’s records. If the Administrator is unable to locate such a person entitled to benefits hereunder, or if there has been no claim made for such benefits, the Corporation shall continue to hold the
benefit due such person, subject to any applicable statute of escheats. 
 7.7 Deferral Benefit Upon Disability or Retirement.

 (a) In the event of the Participant’s Disability prior to his selected Benefit Commencement Date, the Participant’s Benefit
Commencement Date shall be adjusted to the first day of the month following the Participant’s Disability. The Participant’s Account shall be increased as of such date by (i) the value of any amounts deferred by the Participant that
have not yet been credited to the Participant’s Account and (ii) any Deferral Premium owed to the Participant that has not been credited. To the extent not paid out in a lump sum payment, the Deferred Stock Unit Account of a Participant
who has elected to receive his Deferral Benefit in installments shall continue to be credited with additional Deferred Stock Units in accordance with Section 4.2. The Deferred Cash Account shall continue to accrue interest at the Rate of
Return. The Participant’s Deferral Benefit shall be paid in the manner prescribed on the Participant’s election form, except with regard to the Participant’s originally selected Benefit Commencement Date. 
 (b) In the event of the Participant’s Retirement prior to his selected Benefit Commencement Date, the Participant’s Benefit Commencement Date
for the Participant’s Pre-2005 Account and, if the Participant is not a Key Employee, Post-2004 Account shall be adjusted to the first day of the month following the Participant’s Retirement. If the Participant is a Key Employee the
Benefit Commencement Date for the Participant’s Post-2004 Account shall be adjusted to the first day of the month following the six–month anniversary of the Participant’s Retirement. The Participant’s Account shall be increased
as of the applicable date by (i) the value of any amounts deferred by the Participant that have not yet been credited to the Participant’s Account and (ii) any Deferral Premium owed to the Participant that has not been credited. To
the extent not paid out in a lump sum payment, the Deferred Stock Unit Account of a Participant who has elected to receive his Deferral Benefit in installments shall continue to be credited with additional Deferred Stock Units in accordance with
Section 4.2. The Deferred Cash Account shall continue to accrue interest at the Rate of Return. The Participant’s Deferral Benefit shall be paid in the manner prescribed on the Participant’s election form, except with regard to the
Participant’s originally selected Benefit Commencement Date. 
 7.8 Acceleration of Benefits Prohibited. Except as
provided in Treasury Regulations, no acceleration in the time or schedule of any payment or amount scheduled to be paid from the Participant’s Post-2004 Account is permitted. 
  

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 ARTICLE VIII 
 Beneficiary Designation 
 A Participant may designate a Beneficiary and a contingent
Beneficiary. Any Beneficiary designation made hereunder shall be effective only if properly signed and dated by the Participant and delivered to the Administrator prior to the time of the Participant’s death. The most recent Beneficiary
designation received by the Administrator shall be the effective Beneficiary designation for all Plan Years and shall supercede all prior Beneficiary designations unless specifically designated otherwise. Any Beneficiary designation hereunder shall
remain effective until changed or revoked hereunder. 
 A Beneficiary designation may be changed by the Participant at any time, or from time
to time, by filing a new designation in writing with the Administrator. 
 If the Participant dies without having designated a Beneficiary or
a contingent Beneficiary or if the Participant dies and the Beneficiary and contingent Beneficiary so named by the Participant have both predeceased the Participant, then the Participant’s estate shall be deemed to be his Beneficiary. In the
event that the Participant dies and the Beneficiary so named by the Participant has predeceased the Participant, then the surviving contingent Beneficiary, if any, shall be the Beneficiary. 
 If a Beneficiary of the Participant shall survive the Participant but shall die before the Participant’s entire benefit under the Plan has been
distributed, then the unpaid balance thereof shall be distributed to any other beneficiary named by the deceased Beneficiary to receive his interest or, if none, to the estate of the deceased Beneficiary. 
  

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 ARTICLE IX 
 Withdrawals 
 9.1 No Withdrawals Permitted. No withdrawals or other
distributions shall be permitted from the Deferred Cash Account and Deferred Stock Unit Account except as specifically provided in Articles VII and IX. 
 9.2 Hardship Exemption. 
 (a) A distribution of a portion of the Participant’s Deferral
Account because of an Unforeseeable Emergency will be permitted only to the extent required by the Participant to satisfy the emergency need. Whether an Unforeseeable Emergency has occurred will be determined solely by the Administrator.
Distributions in the event of an Unforeseeable Emergency may be made by and with the approval of the Administrator upon written request by a Participant. 
 (b) An “Unforeseeable Emergency” is defined as a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the
Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control. The circumstances that will constitute an
Unforeseeable Emergency will depend upon the facts of each case, but, in any event, any distribution under this Section 9.2 shall not exceed the remaining amount required by the Participant to resolve the hardship after (i) reimbursement
or compensation through insurance or otherwise, (ii) obtaining liquidation of the Participant’s assets, to the extent such liquidation would not itself cause a severe financial hardship, or (iii) suspension of deferrals under the
Plan. 
  

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 ARTICLE X 
 Funding 
 All Plan Participants and Beneficiaries are general unsecured creditors of the
Corporation with respect to the benefits due hereunder and the Plan constitutes a mere promise by the Corporation to make benefit payments in the future. It is the intention of the Corporation that the Plan be considered unfunded for tax purposes.

 The Corporation may, but is not required to, purchase life insurance in amounts sufficient to provide some or all of the benefits provided
under this Plan or may otherwise segregate assets for such purpose. 
 The Corporation may, but is not required to, establish a grantor trust
which may be used to hold assets of the Corporation which are maintained as reserves against the Corporation’s unfunded, unsecured obligations hereunder. Such reserves shall at all times be subject to the claims of the Corporation’s
creditors. To the extent such trust or other vehicle is established, and assets contributed, for the purpose of fulfilling the Corporation’s obligation hereunder, then such obligation of the Corporation shall be reduced to the extent such
assets are utilized to meet its obligations hereunder. Any such trust and the assets held thereunder are intended to conform in substance to the terms of the model trust described in Revenue Procedure 92-64. 
  

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 ARTICLE XI 
 Change of Control 
 11.1 Change of Control. 
 A “Change of Control” shall mean: 
 (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the
combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of
subsection (c) of this Section; or 
 (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board; or 
 (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the
assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the
Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation a
corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Corporation or such 
  

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 corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such Business Combination; or 
 (d) Approval by the shareholders of the
Corporation of a complete liquidation or dissolution of the Corporation. 
 Notwithstanding the foregoing, for purposes of subsection
(a) of this Section, a Change of Control shall not be deemed to have taken place if, as a result of an acquisition by the Corporation which reduces the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities, the
beneficial ownership of a Person increases to 20% or more of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities; provided, however, that if a Person shall become the beneficial owner of 20% or more of the
Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities by reason of share purchases by the Corporation and, after such share purchases by the Corporation, such Person becomes the beneficial owner of any additional
shares of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Stock, for purposes of subsection (a) of this Section, a Change of Control shall be deemed to have taken place. 
 11.2 Effect of Change of Control. 
 (a) Upon a Change of Control, the Corporation shall establish, if one has not been established, a grantor trust, as described in Section 10.1(c) and shall contribute to such trust within seven days of the Change of Control and within
thirty days of the end of each Plan Year thereafter, a lump sum payment equal to the difference between the aggregate value of all Participants’ Accounts and the value of the assets of the trust on the date of the Change of Control or end of
the Plan Year. 
 (b) Notwithstanding any other provision in any other Article of this Plan to the contrary, in the event a Participant
separates from service to the Corporation or an Affiliate within three years following a Change of Control, other than on account of the Participant’s death, Disability or Retirement, (i) the value of all amounts deferred by a Participant
which have not yet been credited to the Participant’s Account and (ii) the value of such Participant’s Account shall be paid to Participant in a lump-sum payment no later than thirty days after the date of the Participant’s
separation from service; provided, however, that with respect to the Post-2004 Account of a Key Employee, such distribution shall be paid on first day of the month following the six–month anniversary of the Participant’s separation from
service (and shall be calculated as of that date). The value of such Participant’s Deferred Stock Unit Account shall be paid in shares of the Corporation’s common stock (or the stock of an Acquiring Corporation as provided in
Section 11.2(c)) with fractional shares paid in cash and the value of such Participant’s Deferred Cash Account shall be paid in cash. 
  

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 (c) Upon a Change of Control, each Participant’s Deferred Stock Unit Account shall be adjusted as
provided in Section 4.2(c). The amount of such adjustment shall be determined by the Board (which, for this purpose, shall be comprised solely of employee members of the Board prior to the Change of Control) so as to reflect fairly and
equitably appropriate circumstances as the Board deems appropriate, including, without limitation, the recent price of shares of the Corporation’s common stock. For purposes of adjustments under this Section 11.2(c), the value of a
Participant’s Deferred Stock Unit Account shall be adjusted to the greater of (1) the Closing Price on or nearest the date on which the Change of Control is deemed to occur, or (2) the highest per share price for shares of the
Corporation’s common stock actually paid in connection with the Change of Control. In the event the consideration received in the Change of Control transaction by the holders of the Corporation’s common stock includes shares of stock of
another corporation (an “Acquiring Corporation”), the adjustment under this Section 11.2(c) shall include converting each Deferred Stock Unit into units of stock of the Acquiring Corporation of the same class as the shares received by
the holders of the Corporation’s common stock in the Change of Control transaction using the same exchange ratio as the exchange ratio used in the Change of Control transaction and such units shall be deemed to be equivalent in value to the
fair market value of such shares of the Acquiring Corporation. Such units shall thereafter be deemed to be Deferred Stock Units within the meaning of this Plan and accounted for and adjusted accordingly. Any other adjustment made to a Deferred Stock
Unit Account, including an adjustment relating to other consideration received in the Change of Control transaction by the holders of the Corporation’s common stock, shall be credited to the Participant’s Deferred Cash Account. 

 

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 ARTICLE XII 
 Plan Administration 
 12.1 Appointment of Administrator. The Corporation shall
serve as the Administrator unless the Committee has appointed one or more persons to serve as the Administrator for the purpose of administering the Plan. In the event more than one person is appointed, the persons shall form a committee for the
purpose of functioning as the Administrator. If the Committee has so appointed an Administrator, the person or committeemen serving as Administrator shall serve for indefinite terms at the pleasure of the Committee, and may, by thirty days prior
written notice to the Committee, terminate such appointment. 
 12.2 Duties and Responsibilities of Plan Administrator.

 (a) The Administrator shall maintain and retain necessary records regarding its administration of the Plan. 
 (b) The Administrator is empowered to settle claims against the Plan and to make such equitable adjustments in a Participant’s or Beneficiary’s
rights or entitlements under the Plan as it deems appropriate in the event an error or omission is discovered or claimed in the operation or administration of the Plan as provided in Section 12.3. 
 (c) The Administrator has the authority in its sole judgment and discretion to construe the Plan, correct defects, supply omissions or reconcile
inconsistencies to the extent necessary to effectuate the Plan, and such action shall be conclusive and binding on all Participants. 
 12.3
Claims Procedures. 
 (a) Any claim by a Participant or his or her Beneficiary (hereafter the “Claimant”) for benefits
shall be submitted in writing to the Administrator. The Administrator shall be responsible for deciding whether such claim is payable, or the claimed relief otherwise is allowable, under the provisions and rules of the Plan (a “Covered
Claim”). The Administrator otherwise shall be responsible for providing a full review of the Administrator’s decision with regard to any claim, upon a written request. 
 (b) Each Claimant or other interested person shall file with the Administrator such pertinent information as the Administrator may specify, and in such
manner and form as the Administrator may specify; and, such person shall not have any rights or be entitled to any benefits, or further benefits, hereunder, as the case may be, unless the required information is filed by the Claimant or on behalf of
the Claimant. Each Claimant shall supply, at such times and in such manner as may be required, written proof that the benefit is covered under the Plan. If it is determined that a Claimant has not incurred a Covered Claim or if the Claimant shall
fail to furnish such proof as is requested, no benefits, or no further benefits, hereunder, as the case may be, shall be payable to such Claimant. 
  

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 (c) Notice of any decision by the Administrator with respect to a Claim generally shall be furnished to
the Claimant within ninety days following the receipt of the claim by the Administrator (or within ninety days following the expiration of the initial ninety-day period in any case where there are special circumstances requiring extension of time
for processing the claim). If special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished by the Administrator to the Claimant. 
 (d) Commencement of benefit payments shall constitute notice of approval of a claim to the extent of the amount of the approved benefit. If such claim
shall be wholly or partially denied, such notice shall be in writing. If the Administrator fails to notify the Claimant of the decision regarding his or her claim in accordance with the “Claims Procedure” provisions, the claim shall be
“deemed” denied; and, the Claimant then shall be permitted to proceed with the claims review procedure provided for herein. 
 (e)
Within sixty days following receipt by the Claimant of notice of the claim denial, or within sixty days following the date of a deemed denial, the Claimant may appeal denial of the claim by filing a written application for review with the
Administrator. Following such request for review, the Administrator shall fully review the decision denying the claim. The decision of the Administrator then shall be made within sixty days following receipt by the Administrator of a timely request
for review (or within one hundred and twenty days after such receipt, in a case where there are special circumstances requiring an extension of time for reviewing such denied claim). The Administrator shall deliver its decision to the Claimant in
writing. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review. 
 (f) For all
purposes under the Plan, the decision with respect to a claim (if no review is requested) and the decision with respect to a claims review (if requested), shall be final, binding and conclusive on all Participants, Beneficiaries and other interested
parties, as to all matters relating to the Plan and Plan benefits. Further, each claims determination under the Plan shall be made in the absolute and exclusive discretion and authority of the Committee. 
  

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 ARTICLE XIII 
 Amendment or Termination of Plan 
 The Plan may be terminated or amended at any time by the
Board, effective as of any date specified. Any such action taken by the Board shall be evidenced by a resolution and shall be communicated to Participants and Beneficiaries prior to the effective date thereof. No amendment or termination shall
decrease a Participant’s Deferral Benefit accrued prior to the effective date of the amendment or termination. Solely with respect to a Participant’s Pre-2005 Account, the Board reserves the right unilaterally to shorten the deferral
period of any Participant hereunder in its sole discretion if, in its sole discretion, it determines that to do so will be fair and equitable to the Participant. 
  

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 ARTICLE XIV 
 Miscellaneous 
 14.1 Non-assignability. The interests of each Participant under
the Plan are not subject to claims of the Participant’s creditors; and neither the Participant nor his Beneficiary shall have any right to sell, assign, transfer or otherwise convey the right to receive any payments hereunder or any interest
under the Plan, which payments and interest are expressly declared to be non-assignable and non-transferable. 
 14.2 Notices and
Elections. All notices required to be given in writing and all elections required to be made in writing under any provision of the Plan shall be invalid unless made on such forms as may be provided or approved by the Administrator and, in
the case of a notice or election by a Participant or Beneficiary, unless executed by the Participant or Beneficiary giving such notice or making such election. Notices and elections shall be deemed given or made when received by any member of the
committee that serves as Administrator. 
 14.3 Delegation of Authority. Whenever the Corporation is permitted or required to
perform any act, such act may be performed by its Chief Executive Officer or President or other person duly authorized by its Chief Executive Officer or President or its Board. 
 14.4 Service of Process. The Administrator shall be the agent for service of process on the Plan. 
 14.5 Governing Law. The Plan shall be construed, enforced and administered in accordance with the laws of the Commonwealth of Virginia.

 14.6 Binding Effect. The Plan shall be binding upon and inure to the benefit of the Corporation, its successors and assigns,
and the Participant and his heirs, executors, administrators and legal representatives. 
 14.7 Severability. If any
provision of the Plan should for any reason be declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect. 
 14.8 Gender and Number. In the construction of the Plan, the masculine shall include the feminine or neuter and the singular shall include
the plural and vice-versa in all cases where such meanings would be appropriate. 
 14.9 Titles and Captions. Titles and
captions and headings herein have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. 
 14.10 Stock Subject to Plan. Up to 800,000 shares of the Corporation’s common stock may be distributed pursuant to Section 7.3. In the event of a transaction described in Section 4.2(c),
the maximum number of shares that may be distributed shall be adjusted as the Board, in its sole discretion, deems appropriate. 
  

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 14.11 Effective Date/Term. This Plan, as amended and restated, has been approved by the
Board, effective January 1, 2005. No Deferral Contributions may be made under the Plan for any Plan Year ending after December 31, 2013. Except as provided in Section 13.1 with respect to a Participant’s Pre-2005 Account or
Section 7.8, the expiration or termination of this Plan in whole or in part shall not shorten the deferral period of any Participant. 
  

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