EXHIBIT 10.6  AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT PLAN FOR EXECUTIVES OF GETTY REALTY CORP. AND PARTICIPATING SUBSIDIARIES (ADOPTED BY THE COMPANY ON DECEMBER 16, 1997 AND AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009).



SUPPLEMENTAL RETIREMENT PLAN 
FOR EXECUTIVES OF 
GETTY REALTY CORP. 
AND PARTICIPATING SUBSIDIARIESAmended and Restated effective January 1, 2009

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TABLE OF CONTENTS

|           |  |                            |  |      | 
|---------- |  | -------------------------- |  | ---- | 
|           |  |                            |  | Page
|Article 1. |  | Definitions                |  | 1    | 
|           |  |                            |  |      | 
|Article 2. |  | Participation              |  | 2    | 
|           |  |                            |  |      | 
|Article 3. |  | Contributions
 and Funding |  | 3    | 
|           |  |                            |  |      | 
|Article 4. |  | Payment of
 Benefits       |  | 4    | 
|           |  |                            |  |      | 
|Article 5. |  | General
 Provisions        |  | 5    | 
|           |  |                            |  |      | 
|Article 6. |  | Amendment
 and Termination |  | 8    | 

-i-

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INTRODUCTION

This Supplemental Retirement Plan for Executives of Getty Realty Corp.
and Participating Subsidiaries was originally effective January 1, 1989, and is
hereby amended and restated effective January 1, 2009. This Plan is intended to
promote extraordinary contributions by eligible executives by providing such executives
with supplemental retirement benefits. The Plan is unfunded and is maintained
by Getty Realty Corp. and its participating subsidiaries primarily for the
purpose of providing deferred compensation for a select group of management and
highly compensated employees. The Plan reads as hereinafter set forth.

Article 1. Definitions

|     |                                                                                                                                                                                                                                                                                                                            
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.01 | Account shall mean a Members account in the Trust which shall
 consist of all amounts credited to a Member under Section 3.01, adjusted for
 any earnings or losses on those amounts pursuant to Section 3.05 and after
 payment of any expenses as provided by the provisions of the Trust.                            
|     |                                                                                                                                                                                                                                                                                                                            
|1.02 | Affiliated Company shall mean any company, corporation or business
 directly or indirectly controlled by the Company, whether or not such
 company, corporation or business participates in the Plan.                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                            
|1.03 | Beneficiary shall mean the beneficiary designated by a Member
 pursuant to Section 4.03.                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                            
|1.04 | Code shall mean the Internal Revenue Code of 1986 as it may be
 amended.                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                            
|1.05 | Committee shall mean the individuals appointed by the Company under
 Section 5.06 to administer the Plan.                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                            
|1.06 | Company shall mean Getty Realty Corp. or any successor by merger,
 purchase or otherwise, with respect to its employees.                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                            
|1.07 | Company Contributions shall mean the amount of contributions
 credited to a Member under Section 3.01.                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                            
|1.08 | Compensation shall mean compensation as defined in the Retirement
 Plan for purposes of profit sharing allocations thereunder. If the Company
 changes the definition of compensation in the Retirement Plan during the
 Plan Year, the change will be effective as of the next January 1 for purposes
 of this Plan.
|     |                                                                                                                                                                                                                                                                                                                            
|1.09 | Effective Date shall mean January 1, 1989.                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                            
|1.10 | Member shall mean an employee of a Participating Company for whom a
 Company Contribution has been made under the Plan.                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                            
|1.11 | Participating Company shall mean the Company and any Affiliated
 Company which                                                                                                                                                                                                                                           

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|                         |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         | the Company designates for participation in the Plan in accordance
 with Section 5.06(b).                                                                                                                                                        
|                         |                                                                                                                                                                                                                                                  
|1.12                     | Plan shall mean this Supplemental Plan for Executives of Getty
 Realty Corp. and Participating Subsidiaries.                                                                                                                                   
|                         |                                                                                                                                                                                                                                                  
|1.13                     | Plan Year shall mean the calendar year starting on January 1, 1989
 and each succeeding calendar year.                                                                                                                                         
|                         |                                                                                                                                                                                                                                                  
|1.14                     | Retirement Plan shall mean the Getty Realty Corp. Retirement and
 Profit-Sharing Plan.                                                                                                                                                         
|                         |                                                                                                                                                                                                                                                  
|1.15                     | Trust shall mean the grantor trust established under Section 3.07.                                                                                                                                                                             
|                         |                                                                                                                                                                                                                                                  
|1.16                     | Valuation Date shall mean the last business day of each calendar
 quarter following the Effective Date.                                                                                                                                        
|                         |                                                                                                                                                                                                                                                  
|1.17                     | Separation from Service shall have the same meaning as that term is
 used in Section 409A(a)(2)(A)(i) of the Code including by reason of becoming
 disabled as that term is used in Section 409A(a)(2)(A)(ii) of the Code and
 excluding death.
|                         |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Article 2. Participation
|                        
|2.01                     | Participation                                                                                                                                                                                                                                    
|                         |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                         | (a)                                                                                                                                                                                                                                               | Only officers and other senior management employees of the
 Participating Companies shall be eligible to have a Company Contribution made
 to the Plan on their behalf. Each Plan Year the Committee, in its sole
 discretion, shall select those officers and other senior management employees
 of the Participating Companies for whom a Company Contribution shall be made
 for that Plan Year or for the immediately preceeding Plan Year. An employee
 who receives a Company Contribution shall be a Member and shall remain a
 Member until he receives the full balance of his Account in accordance with
 Article 4. Employees shall be notified of their Membership in the Plan as soon
 as practicable after the Committee has made its selection.
|                         |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                         | (b)                                                                                                                                                                                                                                               | The Committee is not under any obligation to select an officer or
 other person as an employee for whom a Company Contribution shall be made for
 a Plan Year solely because he had a Company Contribution made on his behalf
 in a prior Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                         |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.02                     | Other Information                                                                                                                                                                                                                                
|                         |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                         | As a condition of participation in this Plan, a Member may be
 required by the Committee to provide such information as the Committee may
 deem necessary to properly administer the Plan.                                                       

2

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Article 3. Contributions and Funding

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.01 | Amount of Contributions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | For any Plan Year beginning on or after January 1, 1989, each
 Participating Company shall make a contribution to the Trust for each of its
 employees selected by the Committee under Section 2.01 for that Plan Year.
 The amount of a Participating Companys contribution on behalf of such an
 employee for a Plan Year shall be equal to ten percent of the Compensation
 the employee received in that Plan Year, reduced by the amount of any
 Retirement Plan Contributions allocated to the employee on account of that
 Plan Year. For purposes of this Section 3.01, Retirement Plan Contributions
 shall mean all contributions, other than elective deferrals as defined in Section
 402(g)(3) of the Code, made by the Company or an Affiliated Company under the
 Retirement Plan as it may be amended, or under any successor thereto, or made
 pursuant to the provisions of any other plan, qualified under Section 401(a)
 of the Code, maintained by the Company or an Affiliated Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.02 | Crediting to Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | The Company Contributions made by a Participating Company on behalf
 of a Member for any Plan Year shall be paid to the Trust as soon as
 practicable after the end of the Plan Year in which the employee is selected
 by the Committee and shall be credited to the Members Account as of the
 first Valuation Date coincident with or immediately following the date they
 are paid to the Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.03 | Vesting of Account                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | The Member shall vest in his Account at the same rate at which such
 Account would have vested under the Retirement Plan had the Account been
 maintained under the Retirement Plan. In the event the Member ceases to be
 employed by the Company or an Affiliated Company prior to vesting in all or
 any part of the Company Contributions credited on his behalf, such Company
 Contributions shall be forfeited and shall not be restored in the event the
 Member is subsequently reemployed by the Company or an Affiliated Company.
 Any amounts forfeited under this Section 3.03 shall be returned to the
 Participating Company which had employed the forfeiting Member as soon as
 practicable after the end of the Plan Year in which the forfeiture occurs or,
 in the alternative, credited towards any contributions the Participating
 Company may be required to make under Section 3.01 for the next Plan Year.                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.04 | Investment of Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Hypothetical investment gains and losses will be credited to the
 Accounts based on the performance of one or more mutual funds or other
 investment vehicles selected by the Member from among those made available to
 the Member from time to time by the Committee, in its discretion. The Member
 must select investment options and make changes to those selections using
 forms and procedures acceptable to the Committee. Neither the Company nor any
 Participating Company will guarantee the Accounts against loss or
 depreciation, whether caused by poor investment performance of investment
 options or otherwise, nor will the Company, Participating Company, or any
 member of the

3

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|                               |                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                    
|------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |                                                                                                                                                                                                                                              | Committee
 have any liability with respect to such performance.                                                                                                                                                                                                                                                                                            
|                               |                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                    
|                               | (b)                                                                                                                                                                                                                                          | Notwithstanding
 anything to the contrary in this Plan, the Committee may use the assets of
 the Trust allocated to employees of a Participating Company to satisfy claims
 of the Participating Companys general creditors in the event of the
 Participating Companys bankruptcy or insolvency.                                                        
|                               |                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                            
|3.05                           | Valuation of
 Trust                                                                                                                                                                                                                         
|                               |                                                                                                                                                                                                                                             
|                               | (a)                                                                                                                                                                                                                                          | The
 Committee shall cause the Trust to be valued on the last Valuation Date in
 each Plan Year and on such other Valuation Dates as it deems advisable. Each
 time the Trust is valued, there shall be allocated to the Accounts of each
 Member his proportionate share of the increase or decrease in the fair market
 value of the Trusts assets.     
|                               |                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                    
|                               | (b)                                                                                                                                                                                                                                          | Whenever an
 event requires a determination of the value of a Members Account, the value
 shall be computed as of the Valuation Date coincident with or next following
 the date of determination.                                                                                                                                                        
|                               |                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                            
|3.06                           | Individual
 Accounts                                                                                                                                                                                                                        
|                               |                                                                                                                                                                                                                                             
|                               | The
 Committee shall maintain, or cause to be maintained, records showing the
 individual balances of each Members Account. At least once a year, each
 Member shall be furnished with a statement setting forth the value of his
 Account.
|                               |                                                                                                                                                                                                                                             
|3.07                           | Establishment
 of a Trust                                                                                                                                                                                                                   
|                               |                                                                                                                                                                                                                                             
|                               | (a)                                                                                                                                                                                                                                          | The Company
 shall establish a grantor trust for the benefit of Members participating in
 the Plan. The assets of the Trust will be held separate and apart from the
 funds of the Participating Companies, and shall be used exclusively for the
 purposes set forth in the Plan and the applicable trust agreement, subject to
 the following conditions:
|                               |                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                            
|                               |                                                                                                                                                                                                                                              | (i)                                                                                                                                                                                                                                                                                                                                                         | the creation
 of the Trust shall not cause the Plan to be other than unfunded for
 purposes of Title I of the Employee Retirement Income Security Act of 1974;                                                                   
|                               |                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                    
|                               |                                                                                                                                                                                                                                              | (ii)                                                                                                                                                                                                                                                                                                                                                        | the
 Participating Companies shall be treated as grantors of the Trust for
 purposes of Section 677 of the Code; and                                                                                                             
|                               |                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                    
|                               |                                                                                                                                                                                                                                              | (iii)                                                                                                                                                                                                                                                                                                                                                       | the trust
 agreement shall provide that its assets may be used to satisfy claims of the
 Participating Companies general creditors, and the rights of such general
 creditors are enforceable by them under federal and state law.
|                               |                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                    
|Article 4. Payment of Benefits
|                               |                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                    
|4.01                           | Commencement
 of Benefits                                                                                                                                                                                                                   
|                               |                                                                                                                                                                                                                                             
|                               | (a)                                                                                                                                                                                                                                          | A Member
 shall be entitled to receive payment of his vested Account upon his
 Separation from Service with the Company or an Affiliated Company for any
 reason. Payment shall be made in a single cash sum within 30                                                                                                                                     

4

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|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | days following the Members Separation from Service with the Company
 or the Affiliated Company.                                                                                                                                                                                                                                                                                                                                                                                        
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                              | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Except as otherwise provided in the Plan and as permitted under
 Section 409A of the Code, no portion of a Members Account may be withdrawn
 or otherwise distributed prior to the Members Separation from Service with
 the Company or an Affiliated Company.                                                                                                                                                                                                                        
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                              | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | If a Member is a specified employee as that term is used in Section
 409A(a)(2)(B)(i) of the Code at the time of his Separation from Service with
 the Company or an Affiliated Company (as determined in good faith by the
 Compensation Committee of the Board of Directors of the Company), payment of
 his vested Account shall be made on the first day following the six month
 anniversary of such Members Separation from Service with the Company or an
 Affiliated Company.
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.02                          | Payment on Death                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                              | A Members vested Account shall be payable to his Beneficiary in a
 single cash sum within 90 days after the Members death.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.03                          | Designation of Beneficiary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                              | Each Member shall file with the Committee a written designation of
 one or more persons or trusts as the Beneficiary who shall be entitled to
 receive the amount, if any, payable under the Plan upon his death pursuant to
 Section 4.02. A Member may, from time to time revoke or change his
 Beneficiary designation without the consent of any prior Beneficiary by
 filing a new designation with the Committee. The last such designation
 received by the Committee shall be controlling; provided, however, that no
 designation, or change or revocation thereof, shall be effective unless
 received by the Committee prior to the Members death, and in no event shall
 it be effective as of a date prior to such receipt. If no such Beneficiary
 designation is in effect at the time of a Members death, or if no designated
 Beneficiary survives the Member, the Members estate shall be deemed to have
 been designated his Beneficiary and shall receive the payment of the amount,
 if any, payable under the Plan upon his death.
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Article 5. General Provisions
|                             
|5.01                          | Benefits Are Unsecured                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                              | All amounts payable in accordance with this Plan shall constitute a
 general unsecured obligation of the Participating Companies. Such amounts
 shall be paid out of the general assets of the Participating Companies, to
 the extent not paid by the Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.02                          | No Contract of Employment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                              | The establishment of the Plan shall not be construed as conferring
 any legal rights upon any person for a continuation of employment, nor shall
 it interfere with the rights of the Company or an Affiliated Company to
 discharge any employee and to treat him without regard to the effect which
 such treatment might have upon him as a Member of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

5

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|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.03 | Facility of Payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | In the event that the Committee shall find that a Member is unable to
 care for his affairs because of illness or accident, the Committee, may
 direct that any benefit payment due him, unless claim shall have been made
 therefore by a duly appointed legal representative, be paid to his spouse, a
 child, a parent or other blood relative, or to a person with whom he resides,
 and any such payment so made shall be a complete discharge of the liabilities
 of the Plan therefor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.04 | Withholding Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | All payments under this Plan shall be net of an amount sufficient to
 satisfy any federal, state or local withholding tax requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | All amounts sufficient to satisfy any state or local withholding tax
 requirements or the Federal Insurance Contributions Act (FICA) tax imposed
 under section 3121(v)(2) of the Code (such state, local and FICA taxes
 collectively referred to as the Taxes) that is due with respect to any
 Members Account prior to such Members Separation from Service with the
 Company or an Affiliated Company or his death including, but not limited to,
 as a result of Company Contributions having been made or become vested or any
 required re-Valuation of a Members Account, if not paid by the Member in
 cash or by check to the Company or the Affiliated Company, as applicable,
 shall be withheld from payment of such Members biweekly compensation or any
 other amounts then due the Member. In the event that the aggregate amount of
 the Members biweekly compensation or other amounts due the Member on or
 after the date of the event giving rise to the imposition of the Taxes and
 before the date that the Company or an Affiliated Company is required to
 deposit the Taxes with the appropriate depository is less than the amount of
 such Taxes, the Company or the Affiliated Company may direct the Committee or
 the Trustees to distribute from the Members Account an amount sufficient to
 pay the applicable Taxes, as well as the amount of any taxes imposed under
 Section 3401 of the Code on such distribution, but in no event shall any such
 distribution exceed the amount permitted to be distributed under Treasury
 Regulation section 1.409A-3(j)(4)(vi) or 1.409A-3(j)(4)(xi) or any successor
 provision.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.05 | Nonalienation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | Subject to any applicable law, no benefit under the Plan shall be
 subject in any manner to anticipation, alienation, sale, transfer,
 assignment, pledge, encumbrance or charge, and any attempt so to do shall be
 void, nor shall any such benefit be in any manner liable for or subject to
 garnishment, attachment, execution or levy, or liable for or subject to the
 debts, contracts, liabilities, engagements or torts of the Member or his
 Beneficiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.06 | Administration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The Plan shall be administered by an administrative committee of at
 least two officers or employees appointed by the Company. The Committee shall
 interpret the Plan, establish regulations to further the purposes of the Plan
 and take any other action necessary to the proper operation of the Plan.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The Company, in its sole discretion and upon such terms as it may
 prescribe, may                                                                                                                                                                                                                          

6

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | permit any Affiliated Company to participate in the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Prior to paying any benefit under this Plan, the Committee may
 require the Member or Beneficiary to provide such information or material as
 the Committee, in its sole discretion, shall deem necessary for it to make
 any determination it may be required to make under this Plan. The Committee
 may withhold payment of any benefit under this Plan until it receives all
 such information and material and is reasonably satisfied of its correctness
 and genuineness.                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The Committee shall provide adequate notice in writing to any Member,
 former Member or Beneficiary whose claim for benefits under this Plan has
 been denied, setting forth the specific reasons for such denial. A reasonable
 opportunity shall be afforded to any such Member, former Member or
 Beneficiary for a full and fair review by the Committee of its decision
 denying the claim. The Committees decision on any such review shall be final
 and binding on the Member, former Member or Beneficiary and all other
 interested persons.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | All acts and decisions of the Committee shall be final and binding
 upon all Members,former
 Members, Beneficiaries and employees of the Company or an Affiliated Company.                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.07 | Administrative Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | All expenses of administering the Plan and the Trust shall be paid by
 the Participating Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5.08 | Construction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The Plan is intended to constitute an unfunded deferred compensation
 arrangement for a select group of management or highly compensated personnel
 and all rights hereunder shall be governed by and construed in accordance
 with this intention and with the laws of the state of New York.                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The masculine pronoun shall mean the feminine wherever appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The captions inserted in this Plan are inserted as a matter of
 convenience and shall not affect the construction of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.09 | Code Section 409A Compliance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | The Plan is intended to be designed and administered to comply with
 Section 409A of the Code. The Committee shall undertake to administer,
 interpret, and construe the Plan in a manner that does not result in the
 imposition on any Member of any additional tax, penalty, or interest under
 Section 409A of the Code. Any Plan provision that would cause the Plan to
 fail to meet the requirements of paragraphs (2), (3) or (4) of Section
 409A(a) of the Code either through conflict with such paragraphs of the Code
 or by omission shall be interpreted in a manner, or by substituting or
 including such provisions that would cause the Plan to comply with Section
 409A of the Code.

7

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|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                     | If the Company by its operation of the Plan and by no fault of the
 Member causes the Plan to fail to meet the requirements of paragraphs (2),
 (3) or (4) of Section 409A(a) of the Code, the Company shall reimburse the
 Member for interest and additional tax payable with respect to previously
 deferred compensation as provided in Section 409A(a)(1)(B) of the Code
 incurred by the Member including a tax gross-up on such reimbursement. Any
 such reimbursement and tax gross-up payment shall be calculated in good faith
 by the Committee and shall be paid by the end of the Members taxable year
 next following the Members taxable year in which the related taxes are
 remitted to the taxing authority.                                                                                                                                                                                        
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                     | In the event that any portion of a Members Account shall be
 includible in income pursuant to Section 409A(a)(1) of the Code before the
 Member incurs a Separation from Service, the Committee shall distribute to
 the Member that portion of the Members Account upon such inclusion in income
 to the extent permitted under Treasury Regulation section 1.409A-3(j)(4)(vii)
 or any successor provision.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Article 6. Amendment and Termination
|                                    
|6. 01                                | Right to Terminate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                     | The Company, by action of its Board of Directors, may, in its sole
 discretion, terminate this Plan at any time or suspend contributions to the
 Plan for a fixed or indeterminate period of time. In the event the Plan is
 terminated, each Member and Beneficiary shall be fully vested in his Account
 and the amounts accumulated in Member Accounts pursuant to the Plan prior to
 termination will continue to be subject to the provisions of the Plan, other
 than vesting provisions, as if the Plan had not been terminated.
 Notwithstanding the foregoing sentence, the Company reserves the right to
 distribute Member Accounts pursuant to the provisions of Treasury Regulation
 section 1.409A-3(j)(4)(ix)(B) with respect to a change in control event or
 Treasury Regulation section 1.409A-3(j)(4)(ix)(C) with respect to a
 termination and liquidation of any and all deferred compensation plans.
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.02                                 | Right to Amend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                     | The Company, by action of its Board of Directors, may, at any time
 and in its sole discretion, modify or amend this Plan or the Trust in any
 way, including, without limitation, increasing or decreasing the rate of
 Company Contributions made pursuant to Section 3.01. However, no modification
 or amendment of the Plan shall adversely affect the right of any Member to
 receive the benefits granted under the Plan in respect of such Member as of
 the date of modification or amendment.                                                                                                                                                                                                                                                                                                                                                                                                                   

8

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