**Exhibit 10.54**

**WYETH 2005 (409A)**

**DEFERRED COMPENSATION PLAN**

**(effective January 1, 2005)**

**PURPOSE**

The Plan is an unfunded deferred compensation plan that provides certain key Employees with the opportunity tovoluntarily defer receipt of a portion of their compensation. Wyeth adopted the Plan to enable the Company to attract and retain a select group of management and highly compensated Employees. The Plan is intended to satisfy the requirements ofSection 409A. Wyeth also maintains the Prior Plan, which governs certain compensation deferred by a select group of management and highly compensated Employees that is not subject to Section 409A. 

Capitalized terms not otherwise defined in the text hereof shall have the meanings set forth in Section 1. 

**SECTION 1**

**DEFINITIONS**

**1.1 Rules of Construction**. Except where the context indicates otherwise, any masculine terminology used herein shallalso include the feminine gender, and the definition of any term herein in the singular shall also include the plural. All references to sections and appendices are, unless otherwise indicated, to sections or appendices of the Plan. 

**1.2 Terms Defined in the Plan**. Whenever used herein, the following terms shall have the meanings set forth below: 

(a) “Administrative Procedures” means the policies and procedures established by the Committee and/or the Administrative Record Keeperfrom time to time governing elections to participate in the Plan, maintenance of Deferral Accounts, Investment Options, calculation of Investment Earnings/Losses, required Election Forms, distributions from the Plan and such other matters as arenecessary for the proper administration of the Plan. 

(b) “Administrative Record Keeper” means the person or personsdesignated by the Committee in accordance with Section 2. 

(c) “Affiliate” means any corporation which is included ina controlled group of corporations (within the meaning of Section 414(b) of the Code) which includes Wyeth and any trade or business (whether or not incorporated) which is under common control with Wyeth (within the meaning ofSection 414(c) of the Code); provided, however, that in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of 

 

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corporations under Section 414(b) of the Code the language “at least 50 percent” shall be used instead of “at least 80 percent” eachplace it appears in Section 1563(a)(1), (2) and (3) of the Code, and in applying Section 1.414(c)-2 of the Treasury Regulations, for purposes of determining trades or businesses (whether or not incorporated) that are under commoncontrol for purposes of Section 414(c) of the Code, “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1.414(c)-2 of the Treasury Regulations. 

(d) “Base Salary” means the annual base compensation to be paid during a Plan Year by the Company to an Employee for servicesrendered to the Company from all sources (*i.e.*, regardless of whether United States source or foreign source). 

(e)“Beneficiary” means one or more persons or entities (including a trust or estate) designated by a Participant to receive payment of any unpaid balance in the Participant’s Deferral Account in the event of the Participant’sdeath. Such designation shall be made on a form provided by the Administrative Record Keeper. If no valid Beneficiary designation is in effect at the Participant’s death, or if no person or persons so designated survives the Participant, or ifeach surviving validly designated Beneficiary is legally impaired or prohibited from receiving payment, Participant’s Beneficiary shall be the Participant’s Surviving Spouse, if any, or if the Participant has no Surviving Spouse, then hisestate. If the Committee is in doubt as to the right of any person to receive such amount, it may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or the Committee may pay such amount into anycourt of competent jurisdiction and such payment shall be a complete discharge of the liability of the Plan. 

(f) “Board ofDirectors” means the Board of Directors of Wyeth (or any committee of the Board of Directors to whom the Board delegates, from time to time, its authority hereunder). 

(g) “Bonus Compensation” means cash compensation to be paid to an Eligible Employee by the Company with respect to services renderedduring a Plan Year under any incentive compensation or bonus plan, program or arrangement which is maintained or which may be adopted by the Company. 

(h) “Business Day” means each day that the New York Stock Exchange is open for business. 

(i) “Claimant” has the meaning set forth in Section 9.1. 

(j) “Code” means the InternalRevenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder. 

(k) “Committee”means the committee of such officers and/or employees of the Company as shall be designated from time to time by Wyeth to administer the Plan and any successor thereto. 

(l) “Company” means Wyeth and its Affiliates. 

 

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(m) “Company Account Plan” means any arrangement sponsored by the Company, other thanthe Plan, that (i) is required to be aggregated with the Plan under Treasury Regulation 1.409A-1(c)(2) and (ii)(A) is an “account balance plan,” as such term is defined in Treasury Regulation 1.409A-1(c)(2)(i)(A) or(B) provides for the deferral of compensation other than at the election of the Employee, as described in Treasury Regulation 1.409A-1(c)(2)(i)(B). 

(n) “Company Stock” means the Investment Option available under the Plan that isdesigned to track the performance of Wyeth’s Common Stock, par value $0.33 1/3. 

(o) “Default Investment Option” means the default investment option specified from time to time by the Committee for hypotheticalinvestment of a Participant’s Deferral Account in the event the Participant fails to allocate all or a portion of his Deferral Account to a particular Investment Option. 

(p) “Deferral Account” means a bookkeeping account (including all sub-accounts) maintained by the Administrative Record Keeper for eachParticipant to record (i) the Participant’s Base Salary and/or Bonus Compensation deferrals under the Plan, (ii) the amount of a Valid Notional Rollover of all or a portion of the Participant’s (A) ERP 409A Benefit,(B) SERP 409A Benefit, and (C) SESP 409A Account, plus or minus (iii) Investment Earnings/Losses on those amounts minus (iv) all distributions or withdrawals made to a Participant or his Beneficiary. 

(q) “Deferred Compensation Tax Compliance Committee” means a committee of such officers and/or employees of the Company as shall bedesignated from time to time by the Company. 

(r) “Delayed Payment Amount” shall have the meaning set forth inSection 7.6. 

(s) “Disability” means a Separation from Service by reason of disability for purposes of (i) along-term disability plan maintained by the Company in which a Participant participates or (ii) Social Security Disability Insurance (SSDI), as determined by the Social Security Administrator. 

(t) “Election Form” means the form or forms established from time to time by the Administrative Record Keeper and/or the Committee, thatan Eligible Employee completes and submits to the Administrative Record Keeper to make an election under the Plan. Election Forms can be in paper, electronic or such other media (or combination thereof) as the Administrative Record Keeper shallspecify from time to time. 

(u) “Eligible Employee” means an Employee (i) whose terms and conditions of employmentare not subject to a collective bargaining agreement, (ii) who at any time during the Plan Year is eligible to receive Base Salary for the Plan Year on an annualized basis of not less than one hundred fifty-five thousand dollars ($155,000) orsuch greater amount as may be determined from time to time by the Committee, and (iii) who is paid in whole or in part through the Company’s regular U.S. payroll. Notwithstanding the foregoing, an individual shall not become an“Eligible Employee” until the first day of the month following the date on which such 

 

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individual satisfies requirement (ii) of the previous sentence. Further, the term “Eligible Employee” shall exclude individualsclassified by the Company as leased employees, independent contractors or consultants or any other individuals who are not paid through the Company’s regular payroll. 

(v) “Employee” means an employee of the Company. 

(w) “ERP” means the Wyeth Executive Retirement Plan (amended and restated effective as of January 1, 2005), as amended from time to time. 

(x) “ERP 409A Benefit” means the portion of an Eligible Employee’s benefit under the ERP that is subject to Section 409A.

(y) “ERP Grandfathered Benefit” means the portion of an Eligible Employee’s benefit under the ERP that, for purposesof Section 409A, was both earned and vested on or before December 31, 2004. 

(z) “Installment RetirementBenefit” shall have the meaning set forth in Section 7.2(a). 

(aa) “Investment Earnings/Losses” means theincome, gains and losses that would have been realized had an amount deferred hereunder actually been invested in the Investment Option or Options selected by a Participant. 

(bb) “Investment Options” means the Market Interest Option and such other investment options as selected from time to time by theCommittee that are used as hypothetical investment options among which the Participant may allocate all or a portion of his Deferral Account. 

(cc) “Key Employee” means (i) each “specified employee,” asdefined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) ofthe Code) at any time during the 12-month period ending on December 31st of a calendar year and (ii) to the extent not otherwise includedin (i) hereof, each of the top-100 paid individuals (based on taxable wages for purposes of Section 3401(a) of the Code as reported in Box 1 of Form W-2 for the 12-month period ending on December 31st of such calendar year plus amounts that would be included in wages for such 12 month period but for pre-tax deferrals to a tax-favored retirement plan orcafeteria plan or for qualified transportation benefits) who performed services for the Company at any time during the 12-month period ending on December 31st of such calendar year. A Participant shall be treated as a Key Employee for the 12-month period beginning on April 1st of the calendar year following the calendar year for which the determination under clause (i) or (ii) of this definition is made. 

(dd) “Lump Sum Retirement Benefit” shall have the meaning set forth in Section 7.2(a). 

 

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(ee) “Market Interest Option” means the Investment Option that provides for InvestmentEarnings/Losses on amounts deferred under the Plan at the Market Rate. 

(ff) “Market Rate” means, for a particularcalendar year, 120% of the long term applicable federal rate, with quarterly compounding, for the month of January of such calendar year, as published under Section 1274(d) of the Code for such year, or such other reasonable rate of interest asthe Committee or the Board of Directors may establish from time to time. 

(gg) “Normal Retirement Date” shall have thesame meaning as set forth in the Retirement Plan, as in effect on December 31, 2008. 

(hh) “Participant” means anEmployee or Retiree (for so long as he retains a Deferral Account under the Plan) who participates in the Plan. 

(ii)“Plan” means this Wyeth 2005 (409A) Deferred Compensation Plan, as amended from time to time. 

(jj) “PlanYear” means the calendar year. 

(kk) “Prior Plan” means the terms of the Wyeth Deferred Compensation Plan (asamended and restated as of November 20, 2003), as set forth in the Company’s written documentation, rules, practices and procedures applicable to such plan (but without regard to any amendments thereto after October 3, 2004 that wouldresult in any material modification of such plan, within the meaning of Section 409A). 

(ll) “Retiree” means anindividual who is Retired. 

(mm) “Retirement”, “Retire(s)” or “Retired” means the first day of themonth coincident with or next following Separation from Service with the Company for any reason other than a leave of absence, death or Disability on or after the Participant becomes Retirement Eligible. 

(nn) “Retirement Benefit” means the type and form of payments available to a Participant upon Retirement as described inSection 7.2(a). 

(oo) “Retirement Benefit Installment Payout Dates” means, with respect to a deferral made by aParticipant, the first day of the calendar quarter elected (initially or upon redeferral pursuant to Section 8) by the Participant for the commencement of installment payments and, in the case of annual installments, the anniversary datesthereof and, in the case of quarterly installments, the first day of each calendar quarter thereafter, in each case through the final installment payout date elected by the Participant with respect to such deferral; provided, however,that the first of such dates shall be: 

(i) with respect to a distribution election made by a Participant in accordance withthe SESP, at least 12 months after a Valid Notional Rollover of all or a portion of the SESP 409A Account; 

 

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(ii) with respect to redeferral by a Participant of the ERP 409A Benefit, the SERP 409ABenefit or all or a portion of the SESP 409A Account pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP, the SERP or the SESP, as the case may be, not earlier than five years after the date such ERP 409A Benefit, SERP409A Benefit or SESP 409A Account would otherwise have been payable; 

(iii) with respect to a deferral of all or a portionof the ERP 409A Benefit or the SERP 409A Benefit pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP or the SERP, as the case may be, by a Participant who makes a distribution election in calendar year 2008 and incursa Separation from Service during the calendar year 2009, not earlier than January 1, 2010; 

(iv) with respect to allother Retirement Benefit payments (including all or a portion of the ERP 409A Benefit or the SERP 409A Benefit rolled over to the Plan in a Valid Notional Rollover not in connection with a redeferral), on or after the Participant’s RetirementDate; and 

provided, further, that the final installment payout date with respect to such deferral occurs (X) no earlier than the secondanniversary of the first installment payment and (Y) no later than the earlier of (I) the quarter prior to the fifteenth anniversary of the first installment payment and (II) the fifteenth anniversary of the Participant’s NormalRetirement Date. 

(pp) “Retirement Benefit Lump Sum Payout Date” means, with respect to a deferral made by a Participant,the first day of the calendar quarter elected (initially or upon redeferral pursuant to Section 8) by the Participant for a lump sum payout of a Retirement Benefit; provided, however, that such date shall not be earlier than:

(i) with respect to a distribution election made by a Participant in accordance with the SESP, at least 12 monthsafter a Valid Notional Rollover of all or a portion of the SESP 409A Account; 

(ii) with respect to redeferral by aParticipant of the ERP 409A Benefit, the SERP 409A Benefit or all or a portion of the SESP 409A Account pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP, the SERP or the SESP, as the case may be, not earlier thanfive years after the date such ERP 409A Benefit, SERP 409A Benefit or SESP 409A Account would otherwise have been payable; 

(iii) with respect to a deferral of the ERP 409A Benefit or the SERP 409A Benefit pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP or the SERP, as the case may be, by a Participant who makes a distributionelection in calendar year 2008 and incurs a Separation from Service during the calendar year 2009, not earlier than January 1, 2010; 

 

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(iv) with respect to all other Retirement Benefit payments (including all or a portion ofthe ERP 409A Benefit or the SERP 409A Benefit rolled over to the Plan in a Valid Notional Rollover not in connection with a redeferral), on or after the Participant’s Retirement date; and 

provided, further, that such date shall be no later than the fifteenth anniversary of the Participant’s Normal Retirement Date. 

(qq) “Retirement Eligible” means for a Participant, the earlier of (i) age 65, or (ii) age 55 with at least five Years ofVesting Service. 

(rr) “Retirement Plan” means the Wyeth Retirement Plan – United States, as amended from time totime. 

(ss) “Savings Plan” means the Wyeth Savings Plan, as amended from time to time. 

(tt) “Section 409A” means Section 409A of the Code and the applicable rulings and regulations promulgated thereunder. 

(uu) “Section 409A Compliance” has the meaning set forth in Section 10.1. 

(vv) “Separation from Service” means a separation from service with the Company for purposes of Section 409A, determined using thedefault provisions set forth in Treasury Regulation Section 1.409A-1(h). Notwithstanding the foregoing, if a Participant would otherwise incur a Separation from Service in connection with a sale of assets of the Company, the Company shallretain the discretion to determine whether a Separation from Service has occurred in accordance with Treasury Regulation Section 1.409A-1(h)(4). 

(ww) “SERP” means the Wyeth Supplemental Executive Retirement Plan (amended and restated effective as of January 1, 2005), as amended from time to time. 

(xx) “SERP 409A Benefit” means the portion of an Eligible Employee’s benefit under the SERP that is subject to Section 409A.

(yy) “SERP Grandfathered Benefit” means the portion of an Eligible Employee’s Benefit under the SERP that, forpurposes of Section 409A, was both earned and vested on December 31, 2004. 

(zz) “SESP” means the WyethSupplemental Employee Savings Plan (amended and restated effective as of January 1, 2005), as amended from time to time. 

(aaa)“SESP 409A Account” means and Eligible Employee’s 409A Account (as defined in the SESP) under the SESP. 

(bbb)“SESP Grandfathered Account” means an Eligible Employee’s Grandfathered Account (as defined in the SESP) under the SESP. 

 

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(ccc) “Short-Term Payout” means the type of payout available to a Participant asdescribed in Section 7.1. 

(ddd) “Short-Term Payout Date” means, with respect to a deferral of Base Salary or BonusCompensation made by a Participant, the first day of the calendar quarter elected by the Participant for payment of a Short-Term Payout; provided, however, that such date shall be in a Plan Year which, in the case of an initialelection, is at least three but no more than 15 years after the end of the Plan Year with respect to which a deferral occurs and in the case of a redeferral pursuant to Section 8, is at least five but not more than 15 years after the dateon which the Short-Term Payout, but for the redeferral, would have been paid; and provided, further, that in each case such date shall be no later than the fifteenth anniversary of the Participant’s Normal Retirement Date.

(eee) “Transition Elections” means elections made by a Participant in accordance with the provisions of Notices 2005-1,2006-79, and 2007-86 promulgated by the U.S. Treasury Department and the Internal Revenue Service and the Proposed Regulations under Section 409A, 70 Fed. Reg. 191 (Oct. 4, 2005). 

(fff) “Treasury Regulations” means the regulations adopted by the Internal Revenue Service under the Code, as they may be amended fromtime to time. 

(ggg) “Unforeseeable Emergency” has the meaning ascribed in Section 409A. 

(hhh) “Valid Notional Rollover” means a notional rollover in accordance with the requirements of the SESP, the SERP or the ERP, as thecase may be, of all or a portion of a Participant’s (i) SESP 409A Account, (ii) SERP 409A Benefit or (iii) ERP 409A Benefit, to the Plan by a Participant in the SESP, the SERP or the ERP, as the case may be, who is RetirementEligible at the time of his Separation from Service. The effective date of a Valid Notional Rollover shall be the first of the month following the Participant’s Separation from Service, even if all or a portion of the SESP 409A Account, theSERP 409A Benefit or the ERP 409A Benefit would otherwise have been paid to the Participant at a later date. 

(iii)“Wyeth” means Wyeth, a Delaware corporation, and any successor thereto. 

(jjj) “Yearly or Quarterly InstallmentMethod” means a yearly (or quarterly) installment payment over the number of years (or quarters) selected by the Participant in accordance with the Plan, determined by the following annuity methodology. The amount of the annual or quarterlyinstallment payment shall be determined by the Administrative Record Keeper as an annuity at the beginning of the installment payout period elected by the Participant and shall be recalculated each year as of January 1. The yearly (orquarterly) installment shall be calculated based on the balance of the Participant’s Deferral Account as of the beginning of the installment payout period, assuming that the entire Deferral Account is invested at the Market Rate in effect atthe time the calculation is made and assuming that the Market Rate will remain unchanged throughout the payout period. The amount of the yearly or (quarterly) installment payments shall be revised at the beginning of each calendar year by adjustingthe principal amount used to determine the amount of the yearly (or quarterly) installment payments to reflect 

 

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the actual value of the Deferral Account (determined based on the Investment Earnings/Losses attributable to the Investment Options actually selected by theParticipant and amounts distributed in the prior year) and assuming that the Participant’s Deferral Account is invested at the Market Rate in effect at the time of the revised calculation. 

(kkk) “Year of Vesting Service” has the meaning ascribed to it in the Retirement Plan as of January 1, 2006 and, prior to suchdate, has the meaning ascribed to “Continuous Service,” as such term was defined in the Retirement Plan prior to January 1, 2006. 

**SECTION 2**

**ADMINISTRATION**

**2.1 General Authority**. The general supervision of the Plan shall be the responsibility of the Committee, which, in addition to such other powers as it may have as provided herein, shall have the power,subject to the terms of the Plan: (i) to determine eligibility to participate in, and the amount of benefit to be provided to any Participant under, the Plan; (ii) to make and enforce such rules and regulations as it shall deem necessaryor proper for the efficient administration of the Plan; (iii) to determine all questions arising in connection with the Plan, to interpret and construe the Plan, to resolve ambiguities, inconsistencies or omissions in the text of the Plan, tocorrect any defects in the text of the Plan and to take such other action as may be necessary or advisable for the orderly administration of the Plan; (iv) to make determinations regarding the valuation of Deferral Accounts; (v) to makeany and all legal and factual determinations in connection with the administration and implementation of the Plan; (vi) to designate the Administrative Record Keeper and to review actions taken by the Administrative Record Keeper or any otherperson to whom authority is delegated under the Plan; and (vii) to employ and rely on legal counsel, actuaries, accountants and any other agents as may be deemed to be advisable to assist in the administration of the Plan. All such actions ofthe Committee shall be conclusive and binding upon all persons. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports furnished by any actuary, accountant, controller, counsel, or otherperson employed or engaged by the Company with respect to the Plan. If any member of the Committee is a Participant, such member shall not resolve, or participate in the resolution of, any matter specifically relating to such Committee member’seligibility to participate in the Plan or the calculation or determination of such member’s benefit under the Plan. 

**2.2Delegation**. The Committee shall have the power to delegate to any person or persons the authority to carry out such administrative duties, powers and authority relative to the administration of the Plan as the Committee may from time totime determine. Any action taken by any person or persons to whom the Committee makes such a delegation shall, for all purposes of the Plan, have the same force and effect as if undertaken directly by the Committee. If any individual to whom theCommittee delegates authority is a Participant, such individual shall not resolve, or participate in the resolution of, any matter relating to such individual’s eligibility to participate in the Plan or the calculation or determination of suchindividual’s benefits under the Plan. 

 

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**2.3 Administrative Record Keeper**. The Administrative Record Keeper shall be responsible forthe day-to-day operation of the Plan, having the power (except to the extent such power is reserved to the Committee) to take all action and to make all decisions necessary or proper in order to carry out his duties and responsibilities under theprovisions of the Plan. If the Administrative Record Keeper is a Participant, the Administrative Record Keeper shall not resolve, or participate in the resolution of, any question which relates directly or indirectly to him and which, if applied tohim, would significantly vary his eligibility for, or the amount of, any benefit to him under the Plan. The Administrative Record Keeper shall report to the Committee at such times and in such manner as the Committee shall request concerning theoperation of the Plan. 

**2.4 Actions; Indemnification**. The members of the Board of Directors, the Committee, theAdministrative Record Keeper, the members of the Deferred Compensation Tax Compliance Committee, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee shallnot be liable for any actions or failure to act with respect to the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The Company shall indemnify and hold harmless, to thefullest extent permitted by law, the Board of Directors (and each member thereof), the Committee (and each member thereof), the Deferred Compensation Tax Compliance Committee (and each member thereof), the Administrative Record Keeper, the membersof any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee from and against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid insettlement of any claims approved by the Company) incurred by or asserted against it or him by reason of its or his duties performed in connection with the administration or interpretation of the Plan, unless such person acted in bad faith orengaged in fraud or willful misconduct. The indemnification, exculpation and liability limitations of this Section 2.4 shall apply to the Administrative Record Keeper only to the extent that the Administrative Record Keeper is or was adirector, officer or employee of the Company. 

**SECTION 3**

**GRANDFATHERED BENEFITS**

The Company maintains the Prior Plan, which wasdesigned to provide certain Employees with the opportunity to voluntarily defer receipt of a portion of their compensation. All amounts deferred under the Prior Plan that, for purposes of Section 409A, were both earned and vested onDecember 31, 2004 shall be subject to the terms of the Prior Plan as in effect on December 31, 2004. The ERP Grandfathered Benefit, SERP Grandfathered Benefit and the SESP Grandfathered Account that are rolled over in a Valid NotionalRollover shall be rolled over into the Prior Plan and be subject to the terms of the Prior Plan as in effect on December 31, 2004. 

 

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**SECTION 4**

**PARTICIPATION IN THE PLAN**

**4.1 Base Salary and Bonus Deferrals**. An Eligible Employeewho elects to defer Base Salary or Bonus Compensation in accordance with Section 5.1 shall commence participation in the Plan as of the date that amounts elected to be deferred are first credited to the Eligible Employee’s DeferralAccount. 

**4.2 Notional Rollover from SERP, ERP and SESP**. An Eligible Employee who transfers all or a portion of his SERP 409ABenefit, his ERP 409A Benefit or his SESP 409A Account to the Plan in a Valid Notional Rollover in accordance with the requirements of the SERP, the ERP or the SESP, as the case may be, and is not already a Participant, shall become a Participant onthe effective date of such Valid Notional Rollover. 

**4.3 Exclusions**. No Employee who is not an Eligible Employee shall beeligible to participate in the Plan. In addition, the Committee may, if it determines it to be necessary or advisable to comply with ERISA, the Code or other applicable law, exclude one or more Eligible Employees or one or more classes of EligibleEmployees from Plan participation. 

**SECTION 5**

**DEFERRALS AND ELECTIONS**

**5.1 Elections**. 

(a) In General. All deferrals under the Plan shall be evidenced by the Eligible Employee properly executing and submitting such Election Forms asmay be required by the Administrative Record Keeper in accordance with the Administrative Procedures and this Section 5. 

(b)Transition Elections. The Transition Elections made by a Participant shall supplement and, to the extent inconsistent therewith, shall supersede the corresponding provisions of this Section 5. 

**5.2 Deferrals of Base Salary and/or Bonus Compensation**. 

(a) Deferrals of Base Salary and Bonus. Subject to the following sentence, for each Plan Year, a Participant may designate on the applicable Election Form a percentage of his Base Salary and/or BonusCompensation that is payable in a Plan Year to be deferred in accordance with this Section 5. If an Eligible Employee elects to defer Base Salary into the Plan, six percent of such Base Salary elected to be deferred for a particular Plan Yearshall automatically be deferred under the SESP for the same Plan Year. 

(b) Minimum/Maximum Amount of Deferral. For each Plan Year,a Participant may elect to defer Base Salary and Bonus Compensation in increments of at least one percent of Base Salary or Bonus Compensation, as the case may be (unless the Committee 

 

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determines otherwise in its sole discretion), up to a maximum of seventy-five percent of Base Salary and up to a maximum of eighty-five percent of BonusCompensation with respect to a Plan Year. Notwithstanding the foregoing, Base Salary and Bonus Compensation may only be deferred to the extent such amounts would otherwise have been paid to the Participant through the Company’s regular U.S.payroll. 

(c) Base Salary Deferral Elections. Except for the first Plan Year in which an individual becomes an Eligible Employee, anEligible Employee’s voluntary election to defer Base Salary must be received by the Administrative Record Keeper no later than December 31 of the prior Plan Year, or such earlier date as may be determined by the Administrative RecordKeeper in accordance with the Administrative Procedures. With respect to the first Plan Year in which an individual becomes an Eligible Employee, elections to voluntarily defer Base Salary into the Plan must be made no later than 30 days after thedate the Employee first becomes an Eligible Employee and shall only apply to Base Salary earned after such election becomes irrevocable, as determined in accordance with the Administrative Procedures. 

(d) Bonus Compensation. Except for the first Plan Year in which an individual becomes an Eligible Employee, an Eligible Employee’s voluntaryelection to defer Bonus Compensation must be received by the Administrative Record Keeper no later than December 31 of the Plan Year prior to the Plan Year with respect to which the Bonus Compensation will be earned. With respect to the firstPlan Year in which an individual becomes an Eligible Employee, elections to voluntarily defer Bonus Compensation into the Plan must be made no later than 30 days after the date the Employee becomes an Eligible Employee and shall only apply to thepercentage of a Participant’s Bonus Compensation that is no greater than the total amount of the Participant’s Bonus Compensation for a Plan Year multiplied by the ratio of the number of days remaining in the Plan Year after such electionbecomes irrevocable as determined in accordance with the Administrative Procedures over the total number of days in the Plan Year. 

(e)Distribution Elections. For each Base Salary and/or Bonus Compensation deferral, a Participant shall make an election at the same time that he makes a deferral election to receive a Short-Term Payout on a Short-Term Payout Date or acontingent election to receive a Retirement Benefit in accordance with the Administrative Procedures and the provisions of Section 7 below. 

(f) Rehired Employees. Notwithstanding the foregoing provisions of Section 5.2, an Eligible Employee who is rehired by the Company or otherwise again becomes an Eligible Employee after deferring amounts under the Plan or underanother Company Account Plan and prior to receiving a distribution of his entire Deferral Account and his entire balance under any other Company Account Plan shall not be entitled to defer (A) Base Salary prior to the first day of the Plan Yearfollowing the Plan Year in which such individual again becomes an Eligible Employee or (B) Bonus Compensation earned with respect to a Plan Year prior to the Plan Year following the Plan Year such individual again becomes an Eligible Employee.In the event such an Eligible Employee received a distribution of his entire Deferral Account and his entire balance under any other Company Account Plan prior to the date he was rehired by the Company, or otherwise again became an EligibleEmployee, he shall be entitled to make a deferral election within 30 days of again becoming eligible to participate in the Plan. In the 

 

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event such an Eligible Employee previously Separated from Service with the Company, payment of his Deferral Account shall not be suspended or otherwisedelayed and any additional deferrals under the Plan shall be subject to the deferral election made after such individual again becomes an Eligible Employee. 

**5.3 Deferrals of Amounts Notionally Rolled Over from the SERP, the ERP and SESP**. 

(a)Notional Rollover from the ERP, the SERP and the SESP. All or a portion of a Participant’s ERP 409A Benefit, SERP 409A Benefit and SESP 409A Account may be transferred to the Plan in a Valid Notional Rollover in accordance with the termsand conditions of the ERP, the SERP, or the SESP, as the case may be. 

(b) Distribution Elections. A Participant shall make anelection to receive a Retirement Benefit upon Retirement at the time he makes either an initial or a redeferral election to rollover his ERP 409A Benefit, SERP 409A Benefit or SESP 409A Account to the Plan in a Valid Notional Rollover in accordancewith the Administrative Procedures and the provisions of Section 7 below. A Participant shall be permitted to make a separate distribution election under the Plan in connection with each initial or redeferral election to rollover the ERP 409ABenefit, the SERP 409A Benefit or the SESP 409A Account. A Participant’s election to redefer the ERP 409A Benefit, the SERP 409A Benefit or all or a portion of the SESP 409A Account shall further comply with the provisions of Sections 8.3and 8.4. 

**SECTION 6**

**DEFERRAL ACCOUNTS**

**6.1 Plan Accounts – In General**. An individual Deferral Account shall be establishedand maintained under the Plan on behalf of each Participant by or on behalf of whom deferrals have been made. The Deferral Account shall track the Base Salary and Bonus Compensation deferrals, Valid Notional Rollovers from the SERP, ERP and SESP,Investment Earnings/Losses, distributions or other elections applicable to such accounts. The Deferral Account shall have sub-accounts established and maintained as appropriate to reflect the Base Salary deferrals, Bonus Contribution deferrals,Valid Notional Rollovers from each of the ERP, SERP and SESP, as applicable, and Investment Option(s) selected by the Participant. 

**6.2Crediting/Debiting of Deferral Account**. Base Salary and Bonus Compensation deferrals and Valid Notional Rollovers from the SERP, ERP and SESP shall be credited to a Participant’s Deferral Account in accordance with the AdministrativeProcedures. A Participant’s Deferral Account shall be credited or debited with Investment Earnings/Losses based upon the Investment Options selected by the Participant pursuant to Section 6.3 and in accordance with the AdministrativeProcedures. 

**6.3 Election of Investment Options**. A Participant shall elect, in accordance with the Administrative Procedures,one or more Investment Option(s) from a menu of Investment Options provided by the Committee to be used to determine Investment Earnings/Losses credited or debited to his Deferral Account. A Participant may reallocate the 

 

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existing balance of his Deferral Account among the available Investment Options and change Investment Options with respect to future deferrals under the Planin accordance with the Administrative Procedures. In the event that a Participant fails to select one or more Investment Options for all or a portion of his Deferral Account (including in the situation where the Investment Option is discontinued andthe Participant fails to designate an alternative in accordance with the Administrative Procedures), such amounts shall be deemed invested in the Default Investment Option. In addition to the blackout periods and other restrictions set forth in theCompany’s Securities Transactions Policy, as amended from time to time, the Company may impose such additional restrictions on transfers by Participants who have elected Company Stock as an Investment Option as it deems necessary or advisablein order to comply with federal or state securities laws (including, but not limited to Rule 16b-3 of the Securities Exchange Act of 1934, as amended). Any Participant subject to such restrictions shall be notified by the Company. 

**6.4 Investment Options**. The Committee shall select the Investment Options. The Committee shall be permitted to add, remove or changeInvestment Options, including the Market Interest Option, as it deems appropriate; provided, however, that any such addition, deletion or change shall not be effective with respect to any period prior to the effective date of thechange. Each Participant, as a condition to his participation in the Plan, agrees to indemnify and hold harmless the Committee, the Administrative Record Keeper, and the Company, and their agents and representatives, from any losses or damages ofany kind relating to the Investment Options made available hereunder. 

**6.5 Crediting or Debiting Method**. The performance ofeach elected Investment Option (either positive or negative) will be determined based on the performance of the actual Investment Option. A Participant’s Deferral Account shall be credited or debited with Investment Earnings/Losses on eachBusiness Day, or as otherwise determined by the Administrative Record Keeper in accordance with the Administrative Procedures. The Administrative Record Keeper shall establish procedures for valuing the balance of a Participant’s DeferralAccount, from time to time, including upon distribution, in accordance with the Administrative Procedures. 

**6.6 No ActualInvestment**. Notwithstanding any other provision of the Plan, the Investment Options are to be used for measurement purposes only, and a Participant’s election of any such Investment Options and the crediting or debiting of InvestmentEarnings/Losses to a Participant’s Deferral Account shall not be considered or construed in any manner as an actual investment of his Deferral Account in any such Investment Options. In the event that the Company decides to invest funds in anyor all of the Investment Options, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Deferral Account shall at all times be a bookkeeping entry only and shall not representany investment made on his behalf by the Company. The Participant shall at all times remain an unsecured creditor of the Company. 

 

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**SECTION 7**

**DISTRIBUTIONS**

**7.1 Short-Term Payouts**. Each Short-Term Payout shall be a lump-sumpayment equal to the deferred amount, plus or minus Investment Earnings/Losses debited or credited thereto in the manner provided in Section 6, determined at the time the Short-Term Payout becomes payable. Each Short-Term Payout elected shallbe payable on the Short-Term Payout Date designated by the Participant on the Election Form with respect thereto. Short-Term Payouts shall be made as soon as practicable after the applicable Short-Term Payout Date elected by the Participant on theapplicable Election Form; provided, however, that in no event shall such payment be made by the Company later than 30 days after the relevant elected date. 

**7.2 Retirement Benefit**. 

(a) Form of Distribution of Retirement Benefit. AParticipant’s Retirement Benefit may be paid in either a lump sum (“Lump Sum Retirement Benefit”) on a Retirement Benefit Lump Sum Payout Date elected by the Participant or in quarterly or yearly installment payments(“Installment Retirement Benefit”) on Retirement Benefit Installment Payout Dates elected by the Participant. The Participant’s Retirement Benefit payments shall be made in accordance with the Administrative Procedures as soonas practicable after the applicable Retirement Benefit Lump Sum Payout Date or Retirement Benefit Installment Payout Dates elected by the Participant on the applicable Election Form; provided, however, that in no event shall suchpayments be made by the Company later than 30 days after the relevant elected dates. 

(b) Installment Payments for RetirementBenefits. The amount of each installment payment of an Installment Retirement Benefit shall be determined by the Yearly Installment Method, if the Participant elected to receive annual installments or the Quarterly Installment Method, if theParticipant elected to receive quarterly installments. 

**7.3 Payment Upon Separation from Service**. Subject to Section 7.6below, and notwithstanding anything in the Plan to the contrary, in the event a Participant incurs a Separation from Service with the Company for reasons other than Retirement or death (including a Separation from Service as a result of Disabilityby a Participant who is Retirement Eligible), the entire balance of the Participant’s Deferral Account shall be distributed to the Participant in a single lump sum within 90 days thereafter. 

**7.4 Payment Upon Death**. Notwithstanding anything in the Plan to the contrary, in the event a Participant dies prior to the receipt of anyor all of his Deferral Account, the entire balance of such account shall be distributed in a single lump sum to the Participant’s Beneficiary(ies) within 90 days of the Participant’s death. 

 

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**7.5 Distribution on an Unforeseeable Emergency**. 

(a) In General. A Participant may receive a distribution with respect to his Deferral Account, at such time as the Committee determines that theParticipant or his Beneficiary has incurred an Unforeseeable Emergency. Distribution because of an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the Unforeseeable Emergency and shall be permitted only if theUnforeseeable Emergency may not be relieved through reimbursement from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship to the Participantor by cessation of deferrals by the Participant in the Plan and the SESP. If a Participant demonstrates that an Unforeseeable Emergency has occurred, the Committee shall first cancel the Participant’s deferral election for the remainder of thePlan Year under the Plan and the SESP. If the Participant demonstrates, and the Committee shall determine, that a cancellation of a Participant’s deferral election under the Plan and the SESP for the balance of the Plan Year will not alleviateor remedy the Participant’s or his Beneficiary’s Unforeseeable Emergency, then, in addition to the cancellation of the Participant’s deferral election, the Committee may authorize a distribution from the balance in theParticipant’s Deferral Account in the amount deemed necessary by the Committee to alleviate or remedy the Participant’s or his Beneficiary’s Unforeseeable Emergency. A distribution under this Section 7.5 shall be appliedproportionately among the sub-accounts included in the Participant’s Deferral Account. 

(b) Savings Plan Hardship Distribution.Notwithstanding anything to the contrary herein, in the event a Participant receives a hardship distribution under the Savings Plan, the Participant’s deferral election shall be cancelled for the balance of the Plan Year and the Participantshall not be entitled to make further deferrals under the Plan until the first day of the second Plan Year following the date such Participant receives a hardship distribution under the Savings Plan. 

(c) Cancellation of Deferrals. In the event of a cancellation of deferrals pursuant to Section 7.5(a), the Participant’s election shallbe cancelled, and not postponed or otherwise delayed, such that any later deferral election will be subject to the provisions governing deferral elections as provided in Section 5. 

**7.6 Six-Month Delay in Commencement of 409A Benefits**. Notwithstanding any distribution election made by a Participant, if, at the time of aParticipant’s Separation from Service (other than by reason of death), the Participant is a Key Employee, then, any amounts payable to the Participant under the Plan with respect to his Deferral Account during the period beginning on the dateof the Participant’s Separation from Service and ending on the six-month anniversary of such date (the “Delayed Payment Amount”) shall be delayed and not paid to the Participant until the first Business Day of the calendarquarter following the date that is six months after the Key Employee’s Separation from Service, at which time such delayed amounts shall be paid to the Participant in a lump-sum. If payment of an amount is delayed as a result of thisSection 7.6, such amount shall continue to be deemed invested in the Investment Options selected by the Participant from the date on which such amount would otherwise have been paid to the Participant but for this Section 7.6 to the dayimmediately prior to the date the Delayed Payment Amount is paid. If a Participant dies on or after the date of the Participant’s Separation from Service and prior to 

 

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payment of the Delayed Payment Amount, any amount delayed pursuant to this Section 7.6 shall be paid to the Participant’s Beneficiary, togetherwith any interest credited thereon, within 90 days following the date of the Participant’s death. 

**SECTION 8**

**REDEFERRALS**

**8.1 Redeferrals ofthe Deferral Account**. A Participant shall be permitted to elect, prior to his Retirement, to redefer all or a portion of the amounts deferred under the Plan in accordance with the provisions of this Section 8. A Participant shall bepermitted to make separate redeferral elections with respect to each of his Base Salary or Bonus Compensation deferrals, and each of his elections to defer or redefer the ERP 409A Benefit, the SERP 409A Benefit or the SESP 409A Account to be rolledover to the Plan in a Valid Notional Rollover in accordance with the requirements of the ERP, the SERP or the SESP, as the case may be. A Retirement Benefit payable in the form of a Retirement Benefit Installment Payout shall be treated as a“single” payment and each separately identified amount to which the Participant is entitled shall be considered a separate payment. 

**8.2 Redeferral of Short-Term Payout Amounts**. A Participant who has not yet had a Separation from Service may elect to redefer each Short-Term Payout payable on a Short-Term Payout Date to another allowable Short-Term PayoutDate or to convert such Short-Term Payout to a Retirement Benefit and receive payout of such amounts on a Retirement Benefit Lump Sum Payout Date or a Retirement Benefit Installment Payout Date; provided, however, that: 

(a) The election to redefer must be made and become irrevocable (other than in the case of the death of the Participant) at least one year prior to theShort-Term Payout Date; 

(b) The election shall not become effective for at least one year after the election is made; and 

(c) The Short-Term Payout Date, the Retirement Benefit Lump Sum Payout Date or the date of the first Retirement Benefit Installment Payout shall not beearlier than the fifth anniversary of the Short-Term Payout Date elected by the Participant pursuant to the election in effect immediately prior to such redeferral. 

**8.3 Redeferral of Retirement Benefits**. A Participant may, prior to his Retirement, elect to redefer a Retirement Benefit to another Retirement Benefit Lump Sum Payout Date or Retirement BenefitInstallment Payout Dates; provided, however, that: 

(a) The election to redefer must be made and become irrevocable (otherthan in the case of the death of the Participant) at least one year prior to the original Retirement Benefit Lump Sum Payout Date or the original initial Retirement Benefit Installment Payout Date; 

 

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(b) The election shall not become effective for at least one year after the election is made; and

(c) The Retirement Benefit Lump Sum Payout Date or the date of the first Retirement Benefit Installment Payout Date shall not be earlierthan the fifth anniversary of the Retirement Benefit Lump Sum Payout Date or the initial Retirement Benefit Installment Payout Date, as the case may be, elected by the Participant pursuant to the election in effect immediately prior to suchredeferral. 

**8.4 Limitations on Redeferrals**. Notwithstanding the foregoing provisions of this Section 8, no Participantshall be permitted to redefer his Deferral Account following his Retirement. 

**SECTION 9**

**CLAIMS PROCEDURE**

**9.1General**. If a Participant or his Beneficiary or the authorized representative of one of the foregoing (hereinafter, the “Claimant”) does not receive the timely payment of the benefits which he believes are due under thePlan, the Claimant may make a claim for benefits in the manner hereinafter provided. 

**9.2 Claims**. All claims for benefitsunder the Plan shall be made in writing and shall be signed by the Claimant. Claims shall be submitted to the Administrative Record Keeper (or such other person who is delegated the responsibility by the Committee to review claims). If the Claimantdoes not furnish sufficient information with the claim for the Administrative Record Keeper to determine the validity of the claim, the Administrative Record Keeper shall indicate to the Claimant any additional information which is necessary for theAdministrative Record Keeper to determine the validity of the claim. 

**9.3 Review of Claims**. Each claim hereunder shall beacted on and approved or disapproved by the Administrative Record Keeper within 90 days following the receipt by the Administrative Record Keeper of the information necessary to process the claim. If special circumstances require an extension of thetime needed to process the claim, this 90-day period may be extended 180 days after the claim is received. The Claimant shall be notified before the end of the original period if an extension is necessary, the reason for the extension and the dateby which it is expected that a decision will be made. In the event the Administrative Record Keeper denies a claim for benefits in whole or in part, the Administrative Record Keeper shall notify the Claimant in writing of the denial of the claim andnotify the Claimant of his right to a review of the Administrative Record Keeper’s decision by the Committee. Such notice by the Administrative Record Keeper shall also set forth, in a manner calculated to be understood by the Claimant, thespecific reason for such denial, the specific provisions of the Plan on which the denial is based, and a description of any additional material or information necessary to perfect the claim with an explanation of the Plan’s appeals procedure asset forth in this Section 9. 

**9.4 Appeals**. Any Claimant whose claim for benefits is denied in whole or in part mayappeal to the Committee for a review of the decision by the Administrative Record 

 

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Keeper. Such appeal must be made within 60 days after the applicant has received actual or constructive notice of the denial as provided above. An appealmust be submitted in writing within such period and must: 

 
 1.request a review by the Committee of the claim for benefits under the Plan; 
 
 2.set forth all of the grounds upon which the Claimant’s request for review is based and any facts in support thereof; and 
 
 3.set forth any issues or comments which the Claimant deems pertinent to the appeal. 
**9.5 Review of Appeals**. The Committee shall act upon each appeal within 60 days after receipt thereof unless special circumstances require an extension of the time for processing, in which case a decisionshall be rendered by the Committee as soon as possible but not later than 120 days after the appeal is received by it. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall befurnished prior to the commencement of the extension describing the reasons an extension is needed and the date when the determination will be made. The Committee may require the Claimant to submit such additional facts, documents or other evidenceas the Committee in its discretion deems necessary or advisable in making its review. The Claimant shall be given the opportunity to review pertinent documents or materials upon submission of a written request to the Committee, provided thatthe Committee finds the requested documents or materials are pertinent to the appeal. 

**9.6 Final Decisions**. On the basis ofits review, the Committee shall make an independent determination of the Participant’s eligibility for benefits under the Plan. The decision of the Committee on any appeal of a claim for benefits shall be final and conclusive upon all partiesthereto. 

**9.7 Denial of Appeals**. In the event the Committee denies an appeal in whole or in part, it shall give writtennotice of the decision to the Claimant, which notice shall set forth, in a manner calculated to be understood by the Claimant, the specific reasons for such denial and which shall make specific reference to the pertinent provisions of the Plan onwhich the Committee’s decision is based. 

**9.8 Statute of Limitations**. A Claimant wishing to seek judicial review of anadverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on theadverse benefit determination on review is issued or should have been issued under Section 9.6 or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to theevidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant toSection 502(a) of ERISA. 

 

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**SECTION 10**

**AMENDMENT AND TERMINATION**

**10.1 Amendment or Termination**. The Plan may be amended orterminated at any time, by the Board of Directors or the Committee; provided, however, that no amendment or termination may reduce the amount of a Participant’s Deferral Account as of the date of the amendment or terminationwithout the Participant’s written consent. Upon termination of the Plan, payment of a Participant’s Deferral Account shall be made in accordance with the elections in effect prior to such termination unless the Board of Directors or theCommittee, in its discretion, determines to accelerate payment and such acceleration may be effected in a manner that will not result in the imposition on any Participant of additional tax or penalties under Section 409A(“Section 409A Compliance”). 

**10.2 409A Benefit Amendments**. Notwithstanding any provision in the Planto the contrary, the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee shall have the independent right, prospectively and/or retroactively, to amend or modify the Plan in accordance with Section 409A, ineach case, without the consent of any Participant, to the extent that the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee deems such action to be necessary or advisable to address regulatory or other changesor developments that affect the terms of the Plan with the intent of effecting Section 409A Compliance. Any determinations made by the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee under thisSection 10.2 shall be final, conclusive and binding on all persons. 

**SECTION 11**

**MISCELLANEOUS**

**11.1 No Effecton Employment Rights**. Nothing contained herein shall be construed as a contract of employment with any person. The Plan and its establishment shall not confer upon any person the right to be retained in the service of the Company or limitthe right of the Company to discharge or otherwise deal with any person without regard to the existence of the Plan. 

**11.2Funding**. The Plan at all times shall be entirely unfunded, and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. No Participant, Beneficiary or other personshall have any interest in any particular assets of the Company by reason of a right to receive a benefit under the Plan, and any such Participant, Beneficiary or other person shall have the rights of a general unsecured creditor of the Company withrespect to any rights under the Plan. Notwithstanding the foregoing, the Committee or the Board of Directors, in its discretion, may establish a grantor trust to fund benefits payable under the Plan and administrative costs relating to the Plan. Theassets of said trust shall be held separate and apart from other Company funds and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions: 

 
 1.the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of ERISA; 
 

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 2.the Company shall be treated as the “grantor” of said trust for purposes of Sections 671 and 677 of the Code; and 
 
 3.said trust agreement shall provide that the trust fund assets may be used to satisfy claims of the Company’s general creditors. 
**11.3 Anti-assignment**. To the maximum extent permitted by law, no benefit payable under the Plan shall be subject in any manner toanticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liablefor or subject to the debts, contracts, liabilities, engagements or torts of the Participant. 

**11.4 Taxes**. The Company shallhave the right to deduct any required taxes from each payment to be made under the Plan. 

**11.5 Construction**. This Plan isintended to satisfy the requirements of Section 409A with respect to amounts subject thereto and shall be interpreted and construed accordingly. The Plan is intended to be an unfunded deferred compensation arrangement for a select group ofmanagement or highly compensated employees within the meaning of ERISA and therefore exempt from the requirements of Sections 201, 301 and 401 of ERISA. Whenever the terms of the Plan require the payment of an amount by a specified date, the Companyshall use reasonable efforts to make payment by that date. The Company shall not be (i) liable to the Participant or any other person if such payment is delayed for administrative or other reasons to a date that is later than the date sospecified by the Plan or (ii) required to pay interest or any other amount in respect of such delayed payment except to the extent specifically contemplated by the terms of the Plan. 

**11.6 Incapacity of Participant**. In the event a Participant is declared incompetent and a conservator or other person legally charged withthe care of his person or his estate is appointed, any benefits under the Plan to which such Participant is entitled shall be paid to such conservator or other person legally charged with the care of his person or estate. 

**11.7 Severability**. In the event that any one or more of the provisions of the Plan shall be or become invalid, illegal or unenforceable inany respect, the validity, legality and enforceability of the remaining provisions of the Plan shall not be affected thereby. 

**11.8Governing Law**. The Plan is established under and shall be governed and construed in accordance with the laws of the State of New Jersey, to the extent that such laws are not preempted by ERISA. 

 

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