EX-10.4






Exhibit 10.4




AMERIGROUP Corporation

Amended and Restated 2005 Executive Deferred Compensation Plan




(Amended and Restated as of November 6, 2008)




Table of Contents




Page




	 	 	 	 	 	 	 	 	 
	ARTICLE 1 - Definitions
	 	 	 	 	 	 	1	 
	1.1
	 	Annual Deferral	 	 	1	 
	1.2
	 	Beneficiary	 	 	1	 
	1.3
	 	Change of Control	 	 	1	 
	1.4
	 	Code	 	 	2	 
	1.5
	 	Company	 	 	2	 
	1.6
	 	Compensation	 	 	2	 
	1.7
	 	Continuous Service	 	 	2	 
	1.8
	 	Crediting Rate	 	 	2	 
	1.9
	 	Deferral Account	 	 	2	 
	1.10
	 	Deferral Commitment	 	 	2	 
	1.11
	 	Deferral Contribution Period	 	 	2	 
	1.12
	 	Deferral Contribution Period Benefit	 	 	3	 
	1.13
	 	Deferral Election Form	 	 	3	 
	1.14
	 	Deferred Compensation Committee	 	 	3	 
	1.15
	 	Disability	 	 	3	 
	1.16
	 	Effective Date	 	 	3	 
	1.17
	 	Eligible Employee	 	 	3	 
	1.18
	 	Employer	 	 	3	 
	1.19
	 	Exchange Act	 	 	3	 
	1.20
	 	ERISA	 	 	3	 
	1.21
	 	Participant	 	 	3	 
	1.22
	 	Plan	 	 	3	 
	1.23
	 	Person	 	 	4	 
	1.24
	 	Plan Year	 	 	4	 
	1.25
	 	Retirement	 	 	4	 
	1.26
	 	Separation from Service	 	 	4	 
	1.27
	 	Termination of Employment	 	 	4	 
	1.28
	 	Unforeseeable Emergency    4	 	 	 	 
	1.29
	 	Valuation Date	 	 	4	 
	ARTICLE 2 – Participation
	 	 	 	 	 	 	4	 
	2.1
	 	Deferral Election Form	 	 	4	 
	2.2
	 	Continuation of Participation	 	 	5	 
	ARTICLE 3 - Deferral Commitments
	 	 	5	 
	3.1
	 	Minimum Deferral Commitment	 	 	5	 
	3.2
	 	Maximum Deferral Commitment	 	 	5	 
	ARTICLE 4 - Deferral Accounts
	 	 	5	 
	4.1
	 	Deferral Accounts	 	 	5	 
	4.2
	 	Statements of Account	 	 	5	 
	4.3
	 	Vesting of Deferral Accounts	 	 	5	 
	4.4
	 	Determining Balance of Deferral Account for Article 5 Payments	 	 	5	 
	ARTICLE 5 - Payment of Benefits
	 	 	6	 
	5.1
	 	Election of Time and Form of Payment	 	 	6	 
	5.2
	 	Retirement Benefits	 	 	6	 
	5.3
	 	Time and Form for Payment of Retirement Benefits	 	 	6	 
	5.4
	 	In-Service Distributions	 	 	6	 
	5.5
	 	Certain Lump Sum Payments	 	 	6	 
	5.6
	 	Change of Control	 	 	7	 
	5.7
	 	Small Benefit Exception	 	 	7	 
	5.8
	 	Unforeseeable Emergency Distributions	 	 	7	 
	ARTICLE 6 - Death Benefits
	 	 	 	 	 	 	7	 
	ARTICLE 7 - Disability
	 	 	 	 	 	 	7	 
	ARTICLE 8 - Conditions Related to Benefits
	 	 	8	 
	8.1
	 	Nonassignability	 	 	8	 
	8.2
	 	No Right to Employer Assets	 	 	8	 
	8.3
	 	Protective Provisions	 	 	8	 
	8.4
	 	Withholding	 	 	8	 
	ARTICLE 9 - Administration of the Plan
	 	 	8	 
	9.1
	 	Plan Administrator	 	 	8	 
	9.2
	 	Claims Procedure	 	 	9	 
	ARTICLE 10 - Beneficiary Designation
	 	 	10	 
	10.1
	 	Beneficiary Designation	 	 	10	 
	10.2
	 	New Beneficiary Designation	 	 	10	 
	10.3
	 	Failure to Designate Beneficiary	 	 	10	 
	ARTICLE 11 - Amendment and Termination of the Plan
	 	 	11	 
	11.1
	 	Amendment of the Plan	 	 	11	 
	11.2
	 	Termination of the Plan	 	 	11	 
	ARTICLE 12 – Miscellaneous
	 	 	 	 	 	 	11	 
	12.1
	 	Successors of the Employer	 	 	11	 
	12.2
	 	ERISA Plan	 	 	11	 
	12.3
	 	Compliance with Section 409A of the Code	 	 	11	 
	12.4
	 	Employment Not Guaranteed	 	 	11	 
	12.5
	 	Gender, Singular and Plural	 	 	11	 
	12.6
	 	Captions	 	 	12	 
	12.7
	 	Validity	 	 	12	 
	12.8
	 	Waiver of Breach	 	 	12	 
	12.9
	 	Applicable Law	 	 	12	 
	12.10
	 	Notice	 	 	12	 






1




AMERIGROUP Corporation

Amended and Restated 2005 Executive Deferred Compensation Plan




Amended and Restated as of November 6, 2008




AMERIGROUP Corporation, a Delaware corporation (the “Company”) hereby establishes the Amended and
Restated 2005 Executive Deferred Compensation Plan (the “Plan”), effective as of January 1, 2005
and amended and restated as of November 6, 2008, to enable Participants covered under the Plan to
enhance their retirement security by permitting them to enter into agreements with their Employer
to defer compensation and receive benefits at Separation from Service, and such other times as are
otherwise provided under the Plan.



ARTICLE 1 — Definitions





	1.1	 	Annual Deferral: shall mean the amount of Compensation which the Participant elects to defer
under the Deferral Commitment pursuant to Article 3 of the Plan.






	1.2	 	Beneficiary: shall mean the person or persons or entity designated as such in accordance with
Article 9 of the Plan.






	1.3	 	Change of Control: shall mean the first to occur of any one of the events set forth in the
following paragraphs (provided, in respect of each amount that is subject to Section 409A of
the Code, such event also constitutes, within the meaning of Section 409A(a)(2)(A)(v) of the
Code, (x) a change in the ownership of the Company, (y) a change in the effective control of
the Company, or (z) a change in the ownership of a substantial portion of the Company’s
assets):





(i) any Person is or becomes the “Beneficial Owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such Person any securities
acquired directly from the Company) representing 25% or more of the Company’s then
outstanding securities, excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (A) of paragraph (iii);



(ii) the following individuals cease for any reason to constitute a majority of
the number of directors then serving: individuals who, on the Effective Date of the
Plan, constitute the Board of Directors and any new director (other than a director
whose initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating to
the election of directors of the Company) whose appointment or election by the Board
of Directors or nomination for election by the Company’s stockholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors on the Effective Date of the Plan or whose
appointment, election or nomination for election was previously so approved or
recommended;



(iii) there is consummated a merger or consolidation of the Company with any
other corporation other than (A) a merger or consolidation which results in the
directors of the Company immediately prior to such merger or consolidation
continuing to constitute at least a majority of the board of directors of the
Company, the surviving entity or any parent thereof, or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired directly from the Company)
representing 25% or more of the combined voting power of the Company’s then
outstanding securities; or



(iv) the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets,
other than a sale or disposition by the Company of all or substantially all of the
Company’s assets to an entity at least a majority of the board of directors of which
comprises individuals who were directors of the Company immediately prior to such
sale or disposition.




	1.4	 	Code: shall mean the Internal Revenue Code of 1986, as amended.






	1.5	 	Company: shall mean AMERIGROUP Corporation and any successor(s) in interest.






	1.6	 	Compensation: shall mean a Participant’s salary and bonuses, before reductions pursuant to
this Plan or any other Employer-sponsored plan (such as a Code Section 401(k) or 125 plan),
for services as an Eligible Employee during a Deferral Computation Period.






	1.7	 	Continuous Service: shall mean the uninterrupted continuous employment of a Participant with
the Employer during the period from the Participant’s last date of hire by the Employer.






	1.8	 	Crediting Rate: shall mean certain investment alternatives designated by the Deferred
Compensation Committee from time to time for determining adjustments of amounts credited to
the Deferral Accounts of Participants. The Deferred Compensation Committee, in its sole
discretion, will establish administrative rules for applying the Crediting Rate.






	1.9	 	Deferral Account: shall mean the bookkeeping device used by the Company to measure and
determine the amounts to be paid to a Participant under the Plan.






	1.10	 	Deferral Commitment: shall mean a commitment made by a Participant to defer compensation
during a Deferral Contribution Period pursuant to Articles 2 and 3 of the Plan for which a
Deferral Election Form has been submitted by the Participant.






	1.11	 	Deferral Contribution Period: shall mean the period of one (1) Plan Year over which the
Participant has elected to defer Compensation pursuant to Article 3 of the Plan.






	1.12	 	Deferral Contribution Period Benefit: shall mean the portion of a Participant’s Deferral
Account attributable to his Annual Deferrals during a Deferral Contribution Period.






	1.13	 	Deferral Election Form: shall mean a written agreement between the Employer and the
Participant, entered into pursuant to paragraph 2.1 of the Plan, by which the Participant
elects to participate in the Plan and make a Deferral Commitment.






	1.14	 	Deferred Compensation Committee: shall mean Management’s Benefits and Compensation Committee,
appointed by the Company to administer the Plan pursuant to Article 9 of the Plan.






	1.15	 	Disability: shall mean a physical or mental condition that prevents a Participant from
performing his or her normal duties of employment. If a Participant makes application for or
is otherwise eligible for disability benefits under a short-term disability program sponsored
by his Employer and qualifies for such benefits, the Participant shall be presumed to qualify
as disabled under the Plan. In the event that a Participant is not covered by an
Employer-sponsored short-term disability program, a Participant shall be presumed to be
disabled if the Deferred Compensation Committee so determines upon review of one or more
medical opinions acceptable to the Deferred Compensation Committee.






	1.16	 	Effective Date: shall mean January 1, 2005.






	1.17	 	Eligible Employee: shall mean any of the senior management of the Employer designated by the
Deferred Compensation Committee to be eligible to participate in the Plan, (a) for the 2005
Plan Year, who are at the Associate Vice President level and above, and for Plan Years after
2005, who were Participants on January 1, 2005 with Deferral Commitments in effect for the
2005 Deferral Contribution Period or who are at the Vice President level and above; and (b) in
all cases, who have completed three (3) months of benefits-eligible Continuous Service.






	1.18	 	Employer: shall mean the Company and any of its subsidiaries or divisions allowed by the
Company to participate in the Plan.






	1.19	 	Exchange Act: shall mean the Securities Exchange Act of 1934, as amended from time to time.






	1.20	 	ERISA: shall mean the Employee Retirement Income Security Act of 1974, as amended.






	1.21	 	Participant: shall mean an Eligible Employee who is participating in the Plan as provided in
Article 2, or a former Eligible Employee for whom a Deferral Account is being maintained under
the Plan.






	1.22	 	Plan: shall mean this 2005 Executive Deferred Compensation Plan as set forth in this document
and as the same may be amended, supplemented and/or restated from time to time and any
successor plan.






	1.23	 	Person: shall have the meaning given in section 3(a)(9) of the Exchange Act, as modified and
used in sections 13(d) and 14(d) thereof, except that such term shall not include (i) the
Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under
any employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company.






	1.24	 	Plan Year: shall mean the 12-month period from January 1 through December 31.






	1.25	 	Retirement: shall mean the date of Separation from Service with the Employer of a Participant
for any reason whatsoever, whether voluntary or involuntary, prior to the Participant’s death
and after the Participant’s completion of five (5) complete years of Continuous Service.






	1.26	 	Separation from Service: shall mean “separation from service” within the meaning of Section
409A(a)(2)(A)(i) of the Code.






	1.27	 	Termination of Employment: shall mean the date of Participant’s Separation from Service for
any reason whatsoever, whether voluntary or involuntary, other than as a result of the
Participant’s Retirement, death, or, to the extent provided in Article 7 of the Plan,
Disability.






	1.28	 	Unforeseeable Emergency: shall mean an unforeseeable emergency (within the meaning of Section
409(A)(a)(2)(B)(ii)(I) of the Code), that is a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participant’s spouse, or a
dependent of the Participant (as defined in Section 152(a) of the Code); loss of the
Participant’s property due to casualty; or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of Participant.






	1.29	 	Valuation Date: shall mean (a) in the case of distributions pursuant to paragraphs 5.3 and
5.5 of the Plan, the last day of the calendar month coincident with or next following the date
that is six (6) months after a Participant’s Separation from Service, except that in the case
of installment payments after the initial installment payment under paragraph 5.3(b), the
Valuation Date shall be each anniversary of the Valuation Date that is applicable to the
initial installment; (b) in the case of distributions pursuant to paragraph 5.4 of the Plan,
December 31 of each Plan Year; (c) in the case of distributions pursuant to paragraph 5.6 or
5.8 of the Plan, the last day of each calendar month; (d) in the case of distributions
pursuant to Article 6 of the Plan, the last day of each calendar quarter; and (e) such other
dates as the Deferred Compensation Committee may determine in its discretion for the valuation
of a Participant’s Deferral Account.





ARTICLE 2 — Participation





	2.1	 	Deferral Election Form. Any Eligible Employee may elect to participate in the Plan and to
make a Deferral Commitment by submitting a Deferral Election Form to the Deferred Compensation
Committee by the deadline established by it that is (a) prior to the beginning of the 2005
Deferral Contribution Period, and (b) prior to July 1 immediately preceding any later Deferral
Contribution Period with respect to Compensation that will be both earned and payable during
the Deferral Contribution Period as base salary, and/or with respect to Compensation that will
be payable during the Deferral Contribution Period as a bonus under the Company’s annual
incentive bonus plan. Except as otherwise provided in this Plan, the Participant’s Deferral
Commitment shall be irrevocable.






	2.2	 	Continuation of Participation. A Participant who has elected to participate in the Plan by
making a Deferral Commitment shall continue as a Participant in the Plan for purposes of such
Deferral Commitment until the balance of the Participant’s Deferral Account is paid to him
pursuant to the Plan. A Participant shall not be eligible to make a new Deferral Commitment
unless the Participant is an Eligible Employee with respect to the Plan Year for which the
election is made.





ARTICLE 3 — Deferral Commitments





	3.1	 	Minimum Deferral Commitment. A Participant may not elect to defer less than $2,500 in any
one Plan Year.






	3.2	 	Maximum Deferral Commitment. The Deferred Compensation Committee, in its sole discretion,
may establish maximum Deferral Commitment limits for the purpose of controlling the Employer’s
financial obligations under the Plan or for any other reason deemed necessary or desirable.





ARTICLE 4 — Deferral Accounts





	4.1	 	Deferral Accounts. A Deferral Account shall be established for each Participant. The
Deferral Account shall be credited with the applicable portion of the Annual Deferral as of
the approximate date such amounts would otherwise have been paid to the Participant. Deferral
Accounts shall, except as otherwise provided in the Plan, be adjusted for investment
experience according to the Crediting Rate, as in effect from time to time, until all benefits
attributable to the Participant’s Deferral Account have been paid. Notwithstanding anything
in this paragraph to the contrary, the Deferred Compensation Committee may, in its sole
discretion, establish administrative rules for the purpose of crediting and adjusting Deferral
Accounts.






	4.2	 	Statements of Account. The Deferred Compensation Committee shall provide periodically (but
no less frequently than annually) to each Participant a statement setting forth the balance of
the Deferral Account maintained for such Participant.






	4.3	 	Vesting of Deferral Accounts. Each Participant shall be one hundred percent (100%) vested at
all times in the adjusted balance of the Participant’s Deferral Account.






	4.4	 	Determining Balance of Deferral Account for Article 5 Payments. For purposes of the payment
of benefits attributable to a Participant’s Deferral Account pursuant to Article 5, the
balance of the Participant’s Deferral Account shall be determined as of the Valuation Date
immediately preceding the date of payment.





ARTICLE 5 — Payment of Benefits





	5.1	 	Election of Time and Form of Payment. Except as provided in paragraph 5.5 of the Plan with
respect to certain lump sum payments, in paragraph 5.8 of the Plan with respect to
Unforeseeable Emergency distributions, and in Article 6 of the Plan with respect to death
benefits, a Participant’s Deferral Contribution Period Benefit shall be paid to the
Participant as specified in the Participant’s Deferral Election Form relating to the
applicable Deferral Contribution Period.






	5.2	 	Retirement Benefits. A Participant may elect to be paid his Deferral Contribution Period
Benefit upon Retirement as provided in paragraph 5.3 of the Plan. Any such election shall be
irrevocable.






	5.3	 	Time and Form for Payment of Retirement Benefits. The available times and forms of payment
after Retirement are as follows:






	 	(a)	 	Lump Sum. A lump sum payment. The payment shall be made within sixty
(60) days after the Valuation Date coincident with or next following the date that is
six (6) months after the date of the Participant’s Retirement, or as soon as
practicable thereafter (but in any event during the same calendar year as such
six-month anniversary).






	 	(b)	 	Installment Payments. Annual installment payments in substantially
equal amounts over a period of 5, 10 or 15 years, as elected by the Participant. The
initial installment payment shall be made within sixty (60) days after the Valuation
Date coincident with or next following the date that is six (6) months after the date
of the Participant’s Retirement, or as soon as practicable thereafter (but in any event
during the same calendar year as such six-month anniversary). Each subsequent payment
shall be made on each anniversary date of the initial payment. Until all installments
are paid, the unpaid balance of the Deferral Contribution Period Benefit shall be
adjusted for investment experience according to the Crediting Rate in effect from time
to time. The Deferred Compensation Committee, in its sole discretion, may establish
rules for making payments and adjusting the unpaid Deferral Account balance for
investment experience.






	5.4	 	In-Service Distributions. A Participant may elect to receive a lump sum payment of his
Deferral Contribution Period Benefit, which shall be made during (and not earlier than)
January of a chosen year that is at least five (5) years after the end of the Deferral
Contribution Period in which the contribution was made. Any such election shall be
irrevocable.






	5.5	 	Certain Lump Sum Payments. In the event of (a) a Participant’s Termination of Employment,
(b) a Participant’s Separation from Service with the Employer prior to the date elected for an
in-service distribution pursuant to paragraph 5.4 of the Plan, and/or (c) the Separation from
Service with the Employer of a Participant who has not elected the time and form of payment
for a Deferral Contribution Period Benefit, the Employer shall pay to the Participant the
related Deferral Contribution Period Benefit(s) in the form of a lump sum payment. The
payment shall be made within sixty (60) days after the Valuation Date coincident with or next
following the date that is six (6) months after the date of the applicable event, or as soon
as practicable thereafter (but in any event during the same calendar year as such six-month
anniversary).






	5.6	 	Change of Control. In the event a Change of Control occurs, the Employer shall pay to all
Participants with Deferral Accounts under the Plan the related Deferral Contribution Period
Benefit(s) in the form of a lump sum payment. The payment shall be made as soon as
practicable after the Valuation Date coincident with or next following the twelve-month
anniversary of the date on which the Change of Control occurs (but in any event during the
same calendar year as the Valuation Date).






	5.7	 	Small Benefit Exception. Notwithstanding any of the foregoing, in the event the sum of all
benefits payable to the Participant under the Plan is less than or equal to ten thousand
dollars ($10,000), the Employer may, in its sole discretion, elect to pay such benefits in a
single lump sum payment on the date such benefits first become payable.






	5.8	 	Unforeseeable Emergency Distributions. At the sole discretion of the Deferred Compensation
Committee, in the case of a Participant who incurs an Unforeseeable Emergency, the Deferred
Compensation Committee may direct the Employer to pay all or a portion of the Participant’s
benefits attributable to his Deferral Account to or on behalf of the Participant to alleviate
the Unforeseeable Emergency. In no event, however, shall the amount of the payment exceed the
amounts necessary to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the payment, after taking into account the extent to
which the hardship is or may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of the
assets would not itself cause severe financial hardship). In the event that a payment is made
to a Participant on account of Unforeseeable Emergency pursuant to this paragraph 5.8, the
Participant’s Annual Deferrals under the Plan shall be suspended for the remainder of the
Deferral Contribution Period in which the Participant received the payment on account of
Unforeseeable Emergency.





ARTICLE 6 — Death Benefits




If a Participant dies prior to receiving payment of the entire balance of his Deferral Account, the
Employer shall pay the balance of the Participant’s Deferral Account to the Participant’s
Beneficiary in a lump sum within ninety (90) days after the end of the calendar quarter in which
the death of the Participant occurs.



ARTICLE 7 — Disability




If a Participant is determined to have a Disability, the Participant shall, effective as of the
date such Participant is no longer paid his Compensation by the Employer, cease deferrals under the
Plan. The Participant’s Deferral Account shall continue to be credited with interest at the
Crediting Rate until such time as the Participant’s benefits under the Plan are distributed in
accordance with the Participant’s election or as otherwise provided for in the Plan. If the
Participant recovers from the Disability and resumes active employment during the Deferral
Contribution Period in which the Disability occurred, the Participant’s deferrals under the Plan
shall resume in accordance with the Participant’s Deferral Commitment regarding any Compensation
which is earned or payable subsequent to the Disability.



ARTICLE 8 — Conditions Related to Benefits





	8.1	 	Nonassignability. The benefits provided under the Plan may not be alienated, assigned,
transferred, pledged or hypothecated by or to any person or entity, at any time or in any
manner whatsoever. No Participant or Beneficiary may borrow from or against the Participant’s
Deferral Account. These benefits shall be exempt from the claims of creditors or other
claimants of any Participant or Beneficiary and from all orders, decrees, levies, garnishment
or executions against any Participant or Beneficiary to the fullest extent allowed by law.






	8.2	 	No Right to Employer Assets. The benefits paid under the Plan shall be paid from the general
funds of the Employer, and the Participant and any Beneficiary shall be no more than unsecured
general creditors of the Employer with no special or prior right to any assets of the Employer
for payment of any obligations hereunder. A Participant’s Annual Deferrals, as adjusted
pursuant to the Crediting Rates, shall remain solely the property of the Company, subject to
the claims of the Company’s general creditors, until distributed to the Participant or the
Participant’s Beneficiary in accordance with the terms of the Plan.






	8.3	 	Protective Provisions. The Participant shall cooperate with the Employer by furnishing any
and all information requested by the Deferred Compensation Committee in order to facilitate
the payment of benefits hereunder and by taking such physical examinations and other actions
as the Deferred Compensation Committee may deem necessary and request in connection with the
administration of the Plan. If the Participant refuses to cooperate or makes any material
misstatement or nondisclosure of information, then no benefits will be payable hereunder to
such Participant or his Beneficiary.






	8.4	 	Withholding. The Participant or the Beneficiary shall make appropriate arrangements with the
Employer for satisfaction of any federal, state or local income tax withholding requirements
applicable to the payment of benefits under the Plan. If no such arrangements are made, the
Employer may provide, at its discretion, for such withholding and tax payments as may be
required.





ARTICLE 9 — Administration of the Plan





	9.1	 	Plan Administrator. The Deferred Compensation Committee shall administer the Plan and
interpret, construe and apply its provisions in accordance with its terms. The Deferred
Compensation Committee shall determine in its sole discretion those who are eligible to
participate in the Plan and shall have the right to set guidelines for participation under the
Plan including, but not limited to, the type, manner and level of Deferral Commitments. The
Deferred Compensation Committee shall further establish, adopt or revise such other rules and
regulations as it may deem necessary or advisable for the administration of the Plan. All
decisions of the Deferred Compensation Committee shall be final and binding. The individuals
serving on the Deferred Compensation Committee shall, except as prohibited by law, be
indemnified and held harmless by the Company from any and all liabilities, costs, and expenses
(including legal fees), to the extent not covered by liability insurance, arising out of any
action taken by any member of the Deferred Compensation Committee with respect to the Plan,
unless such liability arises from the individual’s own gross negligence or willful misconduct.






	9.2	 	Claims Procedure. No lawsuit relating to a claim for benefits under the Plan may be filed by
any Participant, Beneficiary or representative thereof, unless and until in accordance with
the following process, the claimant has duly filed a claim, has also duly filed a request for
review of the determination of the claim and has also received an adverse determination on
review. A Participant, or if applicable, his Beneficiary, or a duly authorized representative
thereof may make a claim for benefits by filing a claim with the Deferred Compensation
Committee on the form made available for that purpose. The Deferred Compensation Committee
shall make the initial determination as to any claim under the Plan and give the claimant
notice thereof within ninety (90) days after receipt of the claim; provided, however, that if
special circumstances require an extension of time for processing the claim, the time for the
initial determination may be extended up to an additional ninety (90) days by the Deferred
Compensation Committee. Written notice of any extension shall be furnished to the claimant
prior to the commencement of the extension, indicating the special circumstances requiring the
extension and the date by which the Deferred Compensation Committee expects to render the
final decision. If the Deferred Compensation Committee wholly or partially denies the claim,
the notice shall include, in a manner calculated to be understood by the claimant, the
following:






	 	(a)	 	The specific reason for the denial;






	 	(b)	 	Specific reference to pertinent provisions of the Plan on which the denial is
based;






	 	(c)	 	A description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why the material or information is
necessary; and






	 	(d)	 	Information as to the steps to be taken if the claimant wishes to submit his or
her claim for review, including the time limits therefor, and a statement of the
claimant’s right to bring a civil action under Section 502(a) of the Employee
Retirement Income Security Act of 1974, as amended, following an adverse benefit
determination on review.






Within sixty (60) days after notification that a claim is wholly or partially denied, the
claimant may file with the Deferred Compensation Committee a written request for review of
the decision. The Deferred Compensation Committee shall provide the claimant requesting
review reasonable access to review or, upon the claimant’s request and free of charge,
provide the claimant copies of, all documents, records and other information relevant to the
claimant’s claim for benefits, and the opportunity to submit written comments, documents and
other information relating to the claim for benefits, which need not be limited to
information submitted or considered in the initial determination. The claimant shall be
entitled to have a representative participate in all such review proceedings. The review
shall take into account all comments, documents, records and other information submitted by
the claimant relating to the claim. Within sixty (60) days after receipt of a request for
review, the Deferred Compensation Committee shall make a final determination and give notice
to the claimant of its decision, which shall include specific reasons for the decision,
written in a manner calculated to be understood by the claimant, specific references to the
pertinent provisions of the Plan on which the decision is based, and a statement that the
claimant is entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the claimant’s claim for
benefits. The notice to the claimant of the decision shall also include a statement of the
claimant’s right to bring an action under Section 502(a) of ERISA. Notwithstanding the
preceding two (2) sentences, however, if special circumstances require an extension of time
for processing a request for review, the Deferred Compensation Committee shall, upon
furnishing written notice of the extension to the claimant prior to the commencement of the
extension, have the right to extend the time for rendering a final determination and
providing notice to the claimant of its decision for up to one hundred and twenty (120) days
after the receipt of a request for review. Any such extension notice shall indicate the
special circumstances requiring an extension and the date by which the Deferred Compensation
Committee expects to render the determination on review.



ARTICLE 10 — Beneficiary Designation





	10.1	 	Beneficiary Designation. The Participant shall have the right, at any time, to designate any
person or persons as a Beneficiary (both primary and contingent) to whom payment under the
Plan shall be made in the event of the Participant’s death. The Beneficiary designation shall
be effective when it is submitted in writing and delivered to the Deferred Compensation
Committee during the Participant’s lifetime on a form prescribed by the Deferred Compensation
Committee.






	10.2	 	New Beneficiary Designation. The Participant shall have the right to change or revoke any
such designation from time to time by filing a new designation or notice of revocation with
the Company, and no notice to any Beneficiary nor consent by any Beneficiary shall be required
to effect any such change or revocation.






	10.3	 	Failure to Designate Beneficiary. If a Participant fails to designate a Beneficiary before
his death, or if no designated Beneficiary survives the Participant, the Deferred Compensation
Committee shall direct the Employer to pay the balance of the Participant’s Deferral Account
in a lump sum to the Participant’s surviving spouse, if any, or if there is no surviving
spouse, then to the estate of the Participant; provided, however, in the event payment is to
be made to the Participant’s estate, if no executor or administrator shall have been
appointed, and actual notice of the death was given to the Deferred Compensation Committee
within sixty (60) days after the Participant’s death, and if his Account balance does not
exceed ten thousand dollars ($10,000), the Deferred Compensation Committee may direct the
Employer to pay the Deferral Account balance to such person or persons as the Deferred
Compensation Committee determines may be entitled to it, and the Deferred Compensation
Committee may require such proof of right and/or identity of such person or persons as the
Deferred Compensation Committee may deem appropriate and necessary.





ARTICLE 11 — Amendment and Termination of the Plan





	11.1	 	Amendment of the Plan. The Company may at any time amend the Plan in whole or in part,
prospectively or retroactively; provided however, that such amendment (i) shall not decrease
the vested balance of any Participant’s Deferral Account at the time of such amendment and
(ii) shall not retroactively change the applicable Crediting Rates of the Plan that were in
effect prior to the time of such amendment. The Company or Deferred Compensation Committee
may amend the Crediting Rates of the Plan prospectively and in that event shall notify the
Participants of such amendment in writing within thirty (30) days of such amendment.






	11.2	 	Termination of the Plan. The Company may at any time terminate the Plan as to all or any
group of Participants provided, however, that no payments under the Plan shall be made to the
Participants after any such termination unless and until payment is permissible under Section
409A of the Code.





ARTICLE 12 — Miscellaneous





	12.1	 	Successors of the Employer. The rights and obligations of the Employer under the Plan shall
inure to the benefit of, and shall be binding upon, the successors and assigns of the
Employer.






	12.2	 	ERISA Plan. The Plan is intended to be an unfunded plan maintained primarily to provide
deferred compensation benefits for “a select group of management or highly compensated
employees” within the meaning of Sections 201, 301, and 401 of ERISA and therefore to be
exempt from Parts 2, 3, and 4 of Title I of ERISA, and the Plan shall be construed and
administered in accordance with this intention.






	12.3	 	Compliance with Section 409A of the Code. The intent of the Company is that payments and
benefits under this Plan comply with Section 409A of the Code to the extent subject thereto,
and, accordingly, to the maximum extent permitted, this Plan shall be interpreted and
administered to be in compliance therewith.






	12.4	 	Employment Not Guaranteed. Nothing contained in the Plan nor any action taken hereunder
shall be construed as a contract of employment or as giving any Participant any right to
continued employment with the Employer.






	12.5	 	Gender, Singular and Plural. All pronouns and variations thereof shall be deemed to refer to
the masculine or feminine, as the identity of the person or persons may require. As the
context may require, the singular may be read as the plural and the plural as the singular.






	12.6	 	Captions. The captions of the articles and paragraphs of the Plan are for convenience only
and shall not control or affect the meaning or construction of any of its provisions.






	12.7	 	Validity. In the event any provision of the Plan is held invalid, void or unenforceable, the
same shall not affect, in any respect whatsoever, the validity of any other provisions of the
Plan.






	12.8	 	Waiver of Breach. The waiver by the Employer of any breach of any provision of the Plan by
the Participant shall not operate or be construed as a waiver of any subsequent breach by the
Participant.






	12.9	 	Applicable Law. The Plan shall be governed and construed in accordance with the laws of the
Commonwealth of Virginia except where the laws of the Commonwealth of Virginia are preempted
by ERISA.






	12.10	 	Notice. Any notice or filing required or permitted to be given to the Employer under the
Plan shall be sufficient if in writing or hand-delivered, or sent by registered or certified
mail, return receipt requested, to the principal office of the Company, directed to the
attention of the Deferred Compensation Committee. Such notice shall be deemed given as of the
date of delivery, or if delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.






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