EX-10.2






Exhibit 10.2




Omnibus Benefit Restoration Plan of

Sonoco Products Company




Amended and Restated as of January 1, 2008




 









 





Contents




	 	 	 	 	 
	Article 1. Introduction
	 	 	1	 
	1.1 Background and History
	 	 	1	 
	1.2 Restatement of Plan
	 	 	1	 
	1.3 Purpose and Applicability of the Plan
	 	 	1	 
	 
	 	 	 	 
	Article 2. Definitions
	 	 	2	 
	2.1 Actuarial Equivalent
	 	 	2	 
	2.2 Affiliate
	 	 	2	 
	2.3 Beneficiary
	 	 	2	 
	2.4 Board
	 	 	3	 
	2.5 Code
	 	 	3	 
	2.6 Committee
	 	 	3	 
	2.7 Company
	 	 	3	 
	2.8 Company Stock
	 	 	3	 
	2.9 DB Restoration Benefit
	 	 	4	 
	2.10 DC Restoration Account
	 	 	4	 
	2.11 DC SERP Account
	 	 	4	 
	2.12 DC SERP Benefit
	 	 	4	 
	2.13 Eligible Compensation
	 	 	4	 
	2.14 Employee
	 	 	5	 
	2.15 Employer
	 	 	5	 
	2.16 ERISA
	 	 	5	 
	2.17 Executive Benefit
	 	 	5	 
	2.18 Final Average Pay
	 	 	6	 
	2.19 Five-Year Certain and Life Annuity
	 	 	6	 
	2.20 401(k) Plan
	 	 	6	 
	2.21 Gross Executive Restoration Benefit
	 	 	6	 
	2.22 Gross Executive SERP Benefit
	 	 	6	 
	2.23 Investment Plan
	 	 	6	 
	2.24 Joint and 50 Percent Survivor Annuity
	 	 	6	 
	2.25 Joint and 75 Percent Survivor Annuity
	 	 	7	 
	2.26 Joint and 100 Percent Survivor Annuity
	 	 	7	 
	2.27 Key Employee
	 	 	7	 
	2.28 Level Income Annuity
	 	 	7	 
	2.29 Military Leave
	 	 	7	 
	2.30 Net Executive Restoration Benefit
	 	 	8	 
	2.31 Net Executive SERP Benefit
	 	 	8	 
	2.32 Normal Retirement Date
	 	 	8	 




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	2.33 Participant
	 	 	8	 
	2.34 Participation Agreement
	 	 	8	 
	2.35 Plan
	 	 	8	 
	2.36 Plan Year
	 	 	8	 
	2.37 Qualified Pension Plan
	 	 	8	 
	2.38 Restricted Stock Units
	 	 	9	 
	2.39 Separation from Service
	 	 	9	 
	2.40 Single Life Annuity
	 	 	9	 
	2.41 Social Security Benefit
	 	 	9	 
	2.42 Stable Value Fund
	 	 	10	 
	2.43 Target Date Retirement Fund
	 	 	10	 
	2.44 Ten-Year Certain and Life Annuity
	 	 	10	 
	2.45 Valuation Date
	 	 	10	 
	2.46 Years of Benefit Service
	 	 	10	 
	2.47 Years of Vesting Service
	 	 	10	 
	 
	 	 	 	 
	Article 3. Executive Benefit
	 	 	12	 
	3.1 Eligibility and Participation
	 	 	12	 
	3.2 Normal Retirement Benefits
	 	 	12	 
	3.3 Early Retirement Benefits
	 	 	13	 
	3.4 Deferred Vested Retirement Benefits
	 	 	14	 
	3.5 Net Executive Restoration Benefit
	 	 	16	 
	3.6 Form of Payment
	 	 	18	 
	3.7 Preretirement Death Benefits
	 	 	22	 
	 
	 	 	 	 
	Article 4. DB Restoration Benefit
	 	 	26	 
	4.1 Eligibility and Participation
	 	 	26	 
	4.2 Normal Retirement Benefit
	 	 	26	 
	4.3 Early Retirement Benefits
	 	 	27	 
	4.4 Deferred Vested Retirement Benefits
	 	 	28	 
	4.5 Form of Payment
	 	 	29	 
	4.6 Preretirement Death Benefits
	 	 	30	 
	 
	 	 	 	 
	Article 5. DC Restoration Account
	 	 	32	 
	5.1 Eligibility and Participation
	 	 	32	 
	5.2 Benefits
	 	 	32	 
	5.3 Investment Gains and Losses.
	 	 	33	 
	5.4 Vesting
	 	 	35	 
	5.5 Distributions Following a Separation from Service
	 	 	35	 
	5.6 Distributions upon the Participant’s Death
	 	 	36	 
	 
	 	 	 	 
	Article 6. DC SERP Benefit
	 	 	37	 
	6.1 Eligibility and Participation
	 	 	37	 




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	6.2 Benefits
	 	 	37	 
	6.3 Investment Gains and Losses.
	 	 	38	 
	6.4 Vesting
	 	 	38	 
	6.5 Distributions Following a Separation from Service
	 	 	39	 
	6.6 Distributions Upon the Participant’s Death
	 	 	40	 
	 
	 	 	 	 
	Article 7. Participation Agreements
	 	 	42	 
	7.1 Social Security Bridge Benefit
	 	 	42	 
	7.2 Qualified Pension Plan Enhancement.
	 	 	43	 
	 
	 	 	 	 
	Article 8. Financing and Administration
	 	 	47	 
	8.1 Financing
	 	 	47	 
	8.2 The Committee
	 	 	47	 
	8.3 Manner of Action
	 	 	47	 
	8.4 Committee’s Powers and Duties
	 	 	48	 
	8.5 Delegation of Powers and Duties
	 	 	49	 
	8.6 Committee’s Decisions Conclusive
	 	 	49	 
	8.7 Compensation, Indemnity and Liability
	 	 	49	 
	8.8 Notice of Address
	 	 	49	 
	8.9 Data
	 	 	50	 
	8.10 Benefit Claims Procedures
	 	 	50	 
	 
	 	 	 	 
	Article 9. Amendment and Termination
	 	 	52	 
	9.1 Amendments
	 	 	52	 
	9.2 Termination and Liquidation of Plan
	 	 	52	 
	9.3 Successors
	 	 	52	 
	9.4 Prohibition on Changes Due to Code Section 409A
	 	 	53	 
	9.5 Employer Participation and Termination
	 	 	53	 
	 
	 	 	 	 
	Article 10. Miscellaneous Provisions
	 	 	54	 
	10.1 Taxation
	 	 	54	 
	10.2 Withholding on Distributions
	 	 	54	 
	10.3 Benefit Cash-out
	 	 	54	 
	10.4 Permissible Delays or Accelerations
	 	 	55	 
	10.5 No Enlargement of Employment Rights
	 	 	55	 
	10.6 Non-Alienation
	 	 	56	 
	10.7 Code Section 409A Aggregation Rules
	 	 	56	 
	10.8 No Examination or Accounting
	 	 	56	 
	10.9 Incompetency
	 	 	56	 
	10.10 Records Conclusive
	 	 	57	 
	10.11 Service of Legal Process
	 	 	57	 
	10.12 Qualified Military Service
	 	 	57	 
	10.13 Counterparts
	 	 	57	 




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Article 1. Introduction




1.1 Background and History



Sonoco Products Company (the “Company”) previously established and presently maintains the Omnibus
Benefit Restoration Plan of Sonoco Products Company (the “Plan”). The Plan was initially effective
as of January 1, 1979 and was last amended and restated effective as of January 1, 1994.




1.2 Restatement of Plan



Effective as of January 1, 2008, the Company hereby amends and restates the Plan to—




	(a)	 	add an installment payment option with respect to a portion of the Executive Benefit;
	 
	(b)	 	add a new supplemental retirement benefit for employees who are appointed as officers on and
after January 1, 2008; and
	 
	(c)	 	bring the Plan into compliance with Code section 409A.





1.3 Purpose and Applicability of the Plan




The purpose of this Plan is to—





	(a)	 	Provide certain eligible employees with supplemental retirement income; and
	 
	(b)	 	Restore to certain eligible employees benefits that may be lost or curtailed under the
Company’s broad-based qualified retirement plans as a result of limits imposed on such
benefits under the Internal Revenue Code.




The Plan is intended to be a nonqualified deferred compensation arrangement for eligible employees
who are members of a “select group of management or highly compensated employees” within the
meaning of ERISA section 201(2). The Plan, therefore, is intended to be exempt from the
participation, funding, and fiduciary requirements of Title I of ERISA.



The provisions of this Plan are generally applicable only to eligible employees who are employed by
the Company or an Affiliate on and after January 1, 2008. Unless otherwise provided in a
retroactively effective provision of this restatement, any person who was covered by the Plan as in
effect before January 1, 2008, and who had a Separation from Service before that date, shall
continue to be covered by the provisions of this Plan as in effect upon his or her Separation from
Service.



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Article 2. Definitions



Whenever used in the Plan, the following terms shall have the meanings set forth below, unless
otherwise expressly provided; and when the defined meaning is intended, the term is capitalized.




2.1 Actuarial Equivalent




“Actuarial Equivalent” means the following:





	(a)	 	General Rule. Actuarial Equivalent means a benefit having the same value as the benefit which
it replaces, computed on the basis of—






	 	(1)	 	the 1984 Unisex Pension Mortality Table, with no age setback for Participants and
a three-year age setback for beneficiaries; and
	 
	 	(2)	 	interest at 9 percent compounded annually.






	(b)	 	Lump Sum Payments. Notwithstanding section 2.1(a), the value of a lump sum payment calculated
under section 10.3(a)(1) and 10.3(b) shall be computed on the basis of—






	 	(1)	 	the mortality table specified in section 2.1(a)(1); and
	 
	 	(2)	 	an interest rate equal to the discount rate used to compute FAS-87 costs under
the Qualified Pension Plan for the Plan Year immediately preceding the Plan Year in
which the distribution occurs, as stated each year in the Company’s annual report to
shareholders.





2.2 Affiliate




“Affiliate” means—





	(a)	 	any corporation while it is a member of the same controlled group of corporations (within the
meaning Code section 414(b) as the Company); and
	 
	(b)	 	any other trade or business (whether or not incorporated) while it is under common control
with the Company (within the meaning of Code section 414(c)).




2.3 Beneficiary



“Beneficiary” means the person or persons designated by the Participant to receive any benefits
that become payable under this Plan on account of the Participant’s death under:





	(a)	 	Section 3.6(a), regarding survivor payments that may become due if the Participant elected to
receive his or her Net Executive Restoration Benefit in one of the optional forms of payment
described therein;





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	(b)	 	Section 3.6(b), regarding survivor payments that may become due if the Participant’s Net
Executive SERP Benefit was being distributed in the form of a Ten-Year Certain and Life
Annuity or three annual installments at the time of his or her death)
	 
	(c)	 	Section 4.5(b), regarding survivor payments that may become due if the Participant elects to
receive his or her DB Restoration Benefit in one of the optional forms of payment described
therein;
	 
	(d)	 	Section 5.6, regarding the vested portion of a Participant’s DC Restoration Account that
remains unpaid at the time of the Participant’s death; or
	 
	(e)	 	Section 6.6, regarding the vested portion of a Participant’s DC SERP Benefit that remains
unpaid at the time of the Participant’s death; and
	 
	(f)	 	Section 7.2(d), regarding survivor payments that may become due with respect to a Qualified
Pension Plan enhancement payable under an individual Participation Agreement (depending on the
form of payment in effect under such section).




A Participant’s Beneficiary shall be the person or persons designated by the Participant to receive
the benefits described in subsection (a) through (f) above. This designation shall be made at a
time and in a manner prescribed by the Committee. If the Participant fails to designate a
Beneficiary, or if the person named by the Participant as his or her Beneficiary is not living as
of the date that a benefit becomes payable, the Participant’s Beneficiary shall be the
Participant’s surviving spouse; or if there is no surviving spouse, the Participant’s estate.



(With respect to the preretirement death benefits that may become payable under section 3.7 or 4.6,
the only permissible Beneficiary under this Plan is the Participant’s surviving spouse.)




2.4 Board




“Board” means the Board of Directors of the Company.




2.5 Code



“Code” means the Internal Revenue Code of 1986, as amended, or as it may be amended from time to
time. A reference to a section of the Code shall also be deemed to refer to the regulations under
that section.



2.6 Committee



“Committee” means the Benefits Committee which shall have primary responsibility for administering
the Plan under Article 8.



2.7 Company



“Company” means Sonoco Products Company or any successor thereto that agrees to adopt and continue
this Plan.



2.8 Company Stock



“Company Stock” means the Company’s no par value common stock.



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2.9 DB Restoration Benefit



“DB Restoration Benefit” means the benefit that is intended to provide benefits that would have
been provided under the Qualified Pension Plan without regard to the limits in effect under Code
sections 401(a)(17) and 415, as determined under Article 4.



2.10 DC Restoration Account



“DC Restoration Account” means the bookkeeping account maintained by the Company which represents
the total benefits accumulated by a Participant under Article 5. A Participant’s DC Restoration
Account shall be comprised of the following subaccounts:





	(a)	 	401(k) Plan Restoration Account means the portion of the Participant’s DC Restoration Account
that evidences the value of benefits accumulated by the Participant under section 5.2(a),
including any gains and losses attributable to such benefits, as determined under section
5.3(a).
	 
	(b)	 	Investment Plan Restoration Account means the portion of the Participant’s DC Restoration
Account that evidences the value of benefits accumulated by the Participant under section
5.2(b), including any gains and losses attributable to such benefits, as determined under
section 5.3(b).




2.11 DC SERP Account



“DC SERP Account” means the bookkeeping account maintained by the Company that evidences the
portion of an eligible Participant’s DC SERP Benefit that is determined under section 6.2(a)(1),
including the investment gains that are allocated to such account under section 6.3(a).



2.12 DC SERP Benefit



“DC SERP Benefit” means the benefit determined under Article 6, comprised of both a Participant’s
DC SERP Account and a Participant’s Restricted Stock Units.



2.13 Eligible Compensation



“Eligible Compensation” means the compensation used to determine the amount of a Participant’s
benefits under Article 3 (regarding the Executive Benefit), Article 5 (regarding the DC Restoration
Account) and Article 6 (regarding the DC SERP Benefit).





	(a)	 	General Rule. Except as otherwise provided in subsections (b) and (c) below, “Eligible
Compensation” means the sum of the total base salary received by the Participant for the Plan
Year and any annual bonus earned by the Participant for the Plan Year (even if such bonus is
actually paid in a subsequent year).
	 
	(b)	 	DC Restoration Account. For the purpose of determining amounts to be credited to a
Participant’s DC Restoration Account under Article 5 for a Plan Year, “Eligible Compensation”
means the Participant’s compensation that is used in calculating contributions under the
401(k) Plan and Investment Plan for the same Plan Year, but





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	 	 	determined without regard to the limit imposed on such compensation by Code section
401(a)(17).
	 
	(c)	 	Special Rule for Last Year of Employment. When calculating Final Average Pay under section
2.18 for a Participant who incurs a Separation from Service before the last day of the Plan
Year, Eligible Compensation for this final partial Plan Year of employment shall equal the sum
of—






	 	(1)	 	the base salary actually paid to the Participant for such Plan Year for
employment before his or her Separation from Service;
	 
	 	(2)	 	the additional base salary the Participant would have received had he or she
remained in active employment for the period beginning on the date of his or her
Separation from Service and ending on the next following December 31 (at the same rate
of base salary as in effect immediately prior to such Separation from Service); and
	 
	 	(3)	 	the annual bonus actually earned by Participant for such Plan Year for employment
before his or her Separation from Service (even if such bonus is actually paid in a
subsequent year). However, if such annual bonus has not been determined as of the
Participant’s benefit commencement date, the annual bonus that will be treated as part
of the Participant’s Eligible Compensation for his or her last partial Plan Year of
employment shall equal the Participant’s target bonus percentage for such year
multiplied by the base salary actually paid to the Participant for such year for
employment before his or her Separation from Service.




2.14 Employee



“Employee” means any person who is employed by the Company or an Affiliate, other than a person who
is retained as an independent contractor, a leased employee (as determined under the Company’s or
an Affiliate’s customary worker classification procedures), or a non-employee member of the Board.



2.15 Employer



“Employer” means the Company and each Affiliate that has been designated as an Employer under this
Plan in accordance with section 9.5.



2.16 ERISA



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or as it may be
amended from time to time. A reference to a particular section of ERISA shall also be deemed to
refer to the regulations under that section.



2.17 Executive Benefit



“Executive Benefit” means the benefit determined under Article 3, comprised of both a Participant’s
Net Executive Restoration Benefit and Net Executive SERP Benefit.


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2.18 Final Average Pay



“Final Average Pay” is used to determine an eligible Participant’s Gross Executive SERP Benefit
under section 2.22. “Final Average Pay” means the monthly average of the Eligible Compensation
earned by the Participant for any three Plan Years of employment (regardless of whether such years
are consecutive), selected from the last seven full Plan Years of employment (and the final partial
Plan Year of employment for a Participant whose Separation from Service occurs on a date other than
December 31), that produces the highest average. If a Participant has fewer than three complete
Plan Years of Eligible Compensation after annualizing the final year in accordance with section
2.13(c), Final Average Pay shall be determined by averaging all Eligible Compensation received by
the Participant over his or her whole and partial years of employment with the Company and its
Affiliates.




2.19 Five-Year Certain and Life Annuity



“Five-Year Certain and Life Annuity” means a monthly retirement benefit payable to the
Participant for life, and if the Participant dies before receiving 60 monthly payments, such
payments shall continue to the Beneficiary until a total of 60 payments have been made.



2.20 401(k) Plan



“401(k) Plan” means the tax-qualified Sonoco Savings Plan, as amended from time to time.




2.21 Gross Executive Restoration Benefit



“Gross Executive Restoration Benefit” is used in the calculation of the Net Executive Restoration
Benefit and shall be determined in accordance with section 3.5(b).



2.22 Gross Executive SERP Benefit



“Gross Executive SERP Benefit” is used in the calculation of the Executive Benefit under Article 3.
An eligible Participant’s Gross Executive SERP Benefit is expressed as a Joint and 75 Percent
Survivor Annuity commencing on the Participant’s Normal Retirement Date and shall equal the product
of (a) and (b) where—




	(a)	 	is 4 percent of the Participant’s Final Average Pay multiplied by his or her Years of Benefit
Service (but not to exceed 15 years); and
	 
	(b)	 	is a fraction having a numerator equal to the Participant’s Years of Benefit Service and a
denominator equal to the Years of Benefit Service the Participant would have earned had he or
she continued in the employment of an Employer through his or her Normal Retirement Date.





2.23 Investment Plan



“Investment Plan” means the tax-qualified Sonoco Investment and Retirement Plan, as amended from
time to time.



2.24 Joint and 50 Percent Survivor Annuity



“Joint and 50 Percent Survivor Annuity” means a monthly retirement benefit payable for the lifetime
of the Participant with a monthly survivor annuity for the lifetime of the Participant’s



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Beneficiary equal to 50 percent of the monthly amount payable during the joint lives of the
Participant and such Beneficiary.



2.25 Joint and 75 Percent Survivor Annuity



“Joint and 75 Percent Survivor Annuity” means a monthly retirement benefit payable for the lifetime
of the Participant with a monthly survivor annuity for the lifetime of the Participant’s
Beneficiary equal to 75 percent of the monthly amount payable during the joint lives of the
Participant and such Beneficiary.



2.26 Joint and 100 Percent Survivor Annuity



“Joint and 100 Percent Survivor Annuity” means a monthly retirement benefit payable for the
lifetime of the Participant with a monthly survivor annuity for the lifetime of the Participant’s
Beneficiary equal to 100 percent of the monthly amount payable during the joint lives of the
Participant and such Beneficiary.



2.27 Key Employee



“Key Employee” means generally a Participant who is either:




	(a)	 	one of the top-paid 50 officers of the Company or an Affiliate who has annual compensation in
excess of $130,000 (as indexed from time to time in accordance with Code section 416(i)(1));
	 
	(b)	 	a 5-percent owner of the Company or an Affiliate; or
	 
	(c)	 	a 1-percent owner of the Company or an Affiliate who has annual compensation in excess of
$150,000.





A Participant who meets one or more of the conditions described in subsection (a), (b), or (c) at
any time during a Plan Year shall be subject to the distribution restrictions that apply to Key
Employees under this Plan during the 12-month period that begins on the April 1 next following the
last day of such Plan Year.



(For purposes of this section 2.27, “compensation” means an amount determined in accordance with
Code section 415(c)(3).)



2.28 Level Income Annuity



“Level Income Annuity” means a single life annuity that pays an increased monthly benefit until the
date on which the Participant reaches age 62 or age 65 (as elected by the Participant), and a
reduced monthly benefit upon reaching such age, such that the total benefits under both this Plan
and the Social Security Act are as level as possible throughout the period beginning on the
Participant’s benefit commencement date and ending on the date of his death.



2.29 Military Leave



“Military Leave” means leave subject to reemployment rights under the Uniformed Services Employment
and Reemployment Rights Act of 1994, as amended from time to time.


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2.30 Net Executive Restoration Benefit



“Net Executive Restoration Benefit” means the portion of the Participant’s Executive Benefit
determined under section 3.2(b)(1), 3.3(b)(1), or 3.4(b)(1), whichever applies to the Participant
as of his or her Separation from Service.



2.31 Net Executive SERP Benefit



“Net Executive SERP Benefit” means the portion of the Participant’s Executive Benefit determined
under section 3.2(b)(2), 3.3(b)(2), or 3.4(b)(2), whichever applies to the Participant as of his or
her Separation from Service.



2.32 Normal Retirement Date



“Normal Retirement Date” means the first day of the month next following the date on which the
Participant attains age 65 (or incurs a Separation from Service, if later).



2.33 Participant



“Participant” means an Employee who has met and continues to meet the eligibility requirements
described in—




	(a)	 	section 3.1 (related to the Executive Benefit);
	 
	(b)	 	section 4.1 (related to the DB Restoration Benefit);
	 
	(c)	 	section 5.1 (related to the DC Restoration Account);
	 
	(d)	 	section 6.1 (related to the DC SERP Benefit); and/or
	 
	(e)	 	section 7.1 (related to individual Participation Agreements).





2.34 Participation Agreement



“Participation Agreement” means an agreement individually negotiated between the Employer and an
Employee to provide certain benefits after retirement. Any such Participation Agreement shall form
an integral part of this Plan and shall be subject to the provisions of Article 7.



2.35 Plan



“Plan” means this Omnibus Benefit Restoration Plan of Sonoco Products Company, as amended from time
to time.



2.36 Plan Year



“Plan Year” means the 12-month period beginning on January 1 and ending on December 31.



2.37 Qualified Pension Plan



“Qualified Pension Plan” means the tax-qualified Sonoco Pension Plan, as amended from time to time.



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2.38 Restricted Stock Units



“Restricted Stock Units” means the portion of the DC SERP Benefit that is valued by reference to a
share of Stock and the accumulated valued of dividend equivalents determined under sections
6.2(a)(2) and 6.3(b).



2.39 Separation from Service



“Separation from Service” means an Employee’s termination from employment with the Company and all
Affiliates, whether by retirement, resignation from or discharge by the Company or an Affiliate
(but not by a transfer among Affiliates or death).




	(a)	 	A Separation from Service shall be deemed to have occurred as of the date the Employee and
the Company or any Affiliate reasonably anticipates, based on the facts and circumstances,
that either:






	 	(1)	 	The Employee will not provide any additional services for the Company or an
Affiliate after that date; or
	 
	 	(2)	 	The level of bona fide services performed by the Employee after that date will
permanently decrease to no more than 20 percent of the average level of bona fide
services performed by the Employee over the immediately preceding 36 months.






	(b)	 	If an Employee is absent from employment due to Military Leave, sick leave, or any other bona
fide leave of absence authorized by the Company or an Affiliate, and there is a reasonable
expectation that the Employee will return to perform services for the Company or an Affiliate,
then a Separation from Service shall not occur until the later of:






	 	(1)	 	The first date immediately following the date that is six months after the first
date that an Employee was absent from employment; and
	 
	 	(2)	 	To the extent the Employee retains a right to reemployment with the Company or
any Affiliates under an applicable statute or by contract, the date the Employee no
longer retains a right to reemployment.





2.40 Single Life Annuity



“Single Life Annuity” means a monthly retirement benefit payable for the lifetime of the
Participant, with no continuing payments following the Participant’s death.



2.41 Social Security Benefit



“Social Security Benefit” is used in the calculation of the Net Executive SERP Benefit under
sections 3.2(b)(2), 3.3(b)(2), and 3.4(b)(2). “Social Security Benefit” means the estimated monthly
benefit that the Participant would be entitled to receive under the Social Security Act commencing
at age 62 (or, if later, the date of the Participant’s Separation from Service). This estimate
shall be based on—



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	(a)	 	the Social Security Act in effect as of the date of the Participant’s Separation from
Service; and
	 
	(b)	 	an assumption that the Participant’s compensation does not increase after the last day of the
Plan Year that precedes the date of the Participant’s Separation from Service.





2.42 Stable Value Fund



“Stable Value Fund” means the stable value fund that is available for the investment of a
Participant’s account under the Investment Plan (or any other fund selected by the Committee in its
sole discretion for the deemed investment of a portion of the Participant’s Investment Plan Account
under section 5.3(b)).



2.43 Target Date Retirement Fund



“Target Date Retirement Fund” means the target date retirement funds that are available for the
investment of a Participant’s account under the Investment Plan (or any other fund selected by the
Committee in its sole discretion for the deemed investment of a portion of the Participant’s DC
Restoration Account under section 5.3). With respect to a particular Participant, the Target Date
Retirement Fund shall be the fund having the target date that is closest to the year in which the
Participant reaches age 65.



2.44 Ten-Year Certain and Life Annuity



“Ten-Year Certain and Life Annuity” means a monthly retirement benefit payable to the Participant
for life, and if the Participant dies before receiving 120 monthly payments, such payments shall
continue to the Beneficiary until a total of 120 payments have been made.



2.45 Valuation Date



“Valuation Date” means any date selected by the Committee in its sole and absolute discretion for
revaluation and adjustment of the Participant’s DC Restoration Account and DC SERP Account.



2.46 Years of Benefit Service



“Years of Benefit Service” mean generally the years of service earned by a Participant for benefit
accrual purposes under the Qualified Pension Plan. However, for purposes of determining the amount
of a Participant’s Gross Executive SERP Benefit under section 2.22, “Years of Benefit Service”
shall be credited for the Participant’s full period of employment with the Company and its
Affiliates.



2.47 Years of Vesting Service



“Years of Vesting Service” mean the following:




	(a)	 	Executive Benefit. For purposes of determining whether a Participant has a vested interest in
the Executive Benefit under Article 3, “Years of Vesting Service” mean the vesting service
earned by the Participant as determined under the Qualified Pension Plan (but considering only
such service earned during the Participant’s period of active participation under Article 3).





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	(b)	 	DB Restoration Benefit. For purposes of determining whether a Participant has a vested
interest in the DB Restoration Benefit under Article 4, “Years of Vesting Service” mean the
vesting service earned by the Participant as determined under the Qualified Pension Plan.
	 
	(c)	 	Investment Plan Restoration Account. For purposes of determining whether a Participant has a
vested interest in an Investment Plan Restoration Account under Article 5, “Years of Vesting
Service” mean the vesting service earned by the Participant as determined under the Investment
Plan.
	 
	(d)	 	DC SERP Benefit. For purposes of determining whether a Participant has a vested interest in a
DC SERP Benefit under Article 6, “Years of Vesting Service” will be determined as follows:






	 	(1)	 	If the Participant is accruing benefits under the Qualified Pension Plan, his or
her “Years of Vesting Service” mean the vesting service earned by the Participant as
determined under the Qualified Pension Plan (but considering only such service earned
during the Participant’s period of employment as an officer of the Company).
	 
	 	(2)	 	If the Participant is an active participant in the Investment Plan, his or her
“Years of Vesting Service” mean the vesting service earned by the Participant as
determined under the Investment Plan (but considering only such service earned during
the Participant’s period of employment as an officer of the Company).





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Article 3. Executive Benefit




3.1 Eligibility and Participation





	(a)	 	Eligibility. Subject to section 3.1(b) below, an Employee who was a Participant with respect
to the Executive Benefit as of December 31, 2007 shall continue to be a Participant with
respect to this benefit on and after January 1, 2008. Each Employee who was not a Participant
with respect to the Executive Benefit as of December 31, 2007 shall not be eligible to become
a Participant under this Article 3.
	 
	(b)	 	Duration of Participation. An individual who becomes a Participant under this Article 3 shall
continue as an active Participant until the earlier of the date on which he or she—






	 	(1)	 	is designated by the Committee as no longer eligible to be a Participant with
respect to the Executive Benefit; or
	 
	 	(2)	 	incurs a Separation from Service.






	 	 	When active participation ends under subsection (b)(1) or (b)(2), the individual will
continue as an inactive Participant with respect to the Executive Benefit until he or she has
received a complete distribution of any benefits to which he or she is entitled under this
Article 3 (or forfeits any such benefits by incurring a Separation from Service before
qualifying for a deferred vested retirement benefit under section 3.4(a)).





3.2 Normal Retirement Benefits





	(a)	 	Eligibility. A Participant under this Article 3 who incurs a Separation from Service on or
after attaining age 65 shall be eligible for a normal retirement benefit under this section
3.2. This benefit shall commence as of the date determined under section 3.2(c) and shall be
paid in the form determined under section 3.6.
	 
	(b)	 	Amount. The Executive Benefit payable under this section 3.2 to a Participant who retires
after reaching age 65 shall equal the sum of—






	 	(1)	 	the Participant’s Net Executive Restoration Benefit determined under section 3.5
as of the date of the Participant’s Separation from Service, but expressed as a Single
Life Annuity (i.e., determined before converting the Gross Executive Restoration Benefit
and the offset for the benefit payable under the Qualified Pension Plan into a Joint and
75 Percent Survivor Annuity under section 3.5(d)); and
	 
	 	(2)	 	the Participant’s Net Executive SERP Benefit, which shall equal (A) reduced by
the sum of (B) and (C) where—






	 	(A)	 	is the Gross Executive SERP Benefit determined as of the date of the
Participant’s Separation from Service;





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	 	(B)	 	is the Gross Executive Restoration Benefit determined under section
3.5(b) as of the date of the Participant’s Separation from Service (after such
amount has been converted into a Joint and 75 Percent Survivor Annuity in the
manner described in section 3.5(d)); and
	 
	 	(C)	 	is the Participant’s Social Security Benefit.






	(c)	 	Commencement. If a Participant becomes entitled to an Executive Benefit under this section
3.2 upon his or her Separation from Service, both the Net Executive Restoration Benefit and
the Net Executive SERP Benefit shall commence as of the first day of the month next following
the month in which the six-month anniversary of the Participant’s Separation from Service
occurs. If all or a portion of the Executive Benefit is paid as an annuity under section 3.6,
the first such annuity payment shall include the monthly amounts (with no adjustment for
interest) the Participant would have received had his or her benefit commencement date been
the first day of the month next following the date on which the Participant incurs a
Separation from Service.





3.3 Early Retirement Benefits





	(a)	 	Eligibility. A Participant under this Article 3 who incurs a Separation from Service before
reaching age 65, but after reaching age 55, shall be eligible for an early retirement benefit
under this section 3.3. This benefit shall commence on the date determined under section
3.3(c) and shall be paid in the form determined under section 3.6.
	 
	(b)	 	Amount. The Executive Benefit payable under this section 3.3 shall equal the sum of the Net
Executive Restoration Benefit determined under section 3.3(b)(1) and the Net Executive SERP
Benefit determined under section 3.3(b)(2).






	 	(1)	 	Net Executive Restoration Benefit. The Net Executive Restoration Benefit under
this section 3.3 shall equal (A) reduced by (B) where—






	 	(A)	 	is the Net Executive Restoration Benefit determined under section 3.5
as of the date of the Participant’s Separation from Service, but expressed as a
Single Life Annuity (i.e., determined before converting the Gross Executive
Restoration Benefit and the offset for the benefit payable under the Qualified
Pension Plan into a Joint and 75 Percent Survivor Annuity under section 3.5(d));
and
	 
	 	(B)	 	is 0.30 percent of the amount determined under section 3.3(b)(1)(A)
for each month by which the first day of the month that next follows the month in
which the Participant incurred a Separation from Service precedes the first day of
the month next following the month in which the Participant would attain age 65.





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	 	(2)	 	Net Executive SERP Benefit. The Net Executive SERP Benefit payable under this
section 3.3 shall equal (A) reduced by the sum of (B) and (C) where—






	 	(A)	 	is the Participant’s Gross Executive SERP Benefit determined as of
the date of the Participant’s Separation from Service, reduced by 0.25 percent for
each month by which the first day of the month that next follows the month in
which the Participant incurred a Separation from Service precedes the first day of
the month next following the month in which the Participant would attain age 62;
	 
	 	(B)	 	is the Gross Executive Restoration Benefit determined under section
3.5(b) as of the date of the Participant’s Separation from Service (after such
amount has been converted into a Joint and 75 Percent Survivor Annuity in the
manner described in section 3.5(d)), reduced for commencement before age 65 in the
manner and amount described in section 3.3(b)(1)(B) above; and
	 
	 	(C)	 	is the Participant’s Social Security Benefit, calculated as if it
were to commence on the first day of the month next following the later of (i) the
month in which the Participant incurs a Separation from Service or (ii) the month
in which the Participant attains age 62. (This offset for the Social Security
Benefit shall first be applied as of the first day of the month next following the
later of the month in which the Participant incurs a Separation from Service or
attains age 62.)






	(c)	 	Commencement. If a Participant becomes entitled to an Executive Benefit under this section
3.3 upon his or her Separation from Service, both the Net Executive Restoration Benefit and
the Net Executive SERP Benefit shall commence as of the first day of the month next following
the month in which the six-month anniversary of the Participant’s Separation from Service
occurs. If all or a portion of the Executive Benefit is paid as an annuity under section 3.6,
the first such annuity payment shall include the monthly amounts (with no adjustment for
interest) the Participant would have received had his or her benefit commencement date been
the first day of the month next following the date on which the Participant incurs a
Separation from Service.





3.4 Deferred Vested Retirement Benefits





	(a)	 	Eligibility. A Participant under this Article 3 who incurs a Separation from Service before
qualifying for early retirement under section 3.3, but after completing five or more Years of
Vesting Service as a Participant under this Article 3, shall be eligible for a deferred vested
retirement benefit under this section 3.4. This benefit shall commence on the date determined
under section 3.4(c) and shall be paid in the form determined under section 3.6.




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	(b)	 	Amount. The Executive Benefit payable under this section 3.4 shall equal the sum of the Net
Executive Restoration Benefit determined under section 3.4(b)(1) and the Net Executive SERP
Benefit determined under section 3.4(b)(2).






	 	(1)	 	Net Executive Restoration Benefit. The Net Executive Restoration Benefit payable
under this section 3.4 shall equal (A) multiplied by (B) where—






	 	(A)	 	is the Net Executive Restoration Benefit determined under section 3.5
as of the date of the Participant’s Separation from Service, but expressed as a
Single Life Annuity (i.e., determined before converting the Gross Executive
Restoration Benefit and the offset for the benefit payable under the Qualified
Pension Plan into a Joint and 75 Percent Survivor Annuity under section 3.5(d));
and
	 
	 	(B)	 	is 64 percent.






	 	(2)	 	Net Executive SERP Benefit. The Net Executive SERP Benefit payable under this
section 3.4 shall equal (A) reduced by the sum of (B) and (C) where—






	 	(A)	 	is 79 percent of the Participant’s Gross Executive SERP Benefit
determined as of the date of the Participant’s Separation from Service;
	 
	 	(B)	 	is 64 percent of the Gross Executive Restoration Benefit determined
under section 3.5(b) as of the date of the Participant’s Separation from Service,
(after such amount has been converted into a Joint and 75 Percent Survivor Annuity
in the manner described in section 3.5(d)); and
	 
	 	(C)	 	is the Participant’s Social Security Benefit, calculated as if it
were to commence on the first day of the month next following the month in which
the Participant attains age 62. (This offset for the Social Security Benefit shall
first be applied as of the first day of the month next following the month in
which the Participant attains age 62.)






	(c)	 	Commencement. If a Participant becomes entitled to an Executive Benefit under this section
3.4 upon his or her Separation from Service, both the Net Executive Restoration Benefit and
the Net Executive SERP Benefit shall commence as of the later of—






	 	(1)	 	the first day of the month next following the month in which the Participant
reaches age 55; or






	 	(2)	 	the first day of the month next following the month in which the six-month
anniversary of the Participant’s Separation from Service occurs.






	 	 	If all or a portion of the Executive Benefit is paid as an annuity under section 3.6, and the
Participant’s benefit commencement date is the date determined under section 3.4(c)(2), the
first such annuity payment shall include the monthly amounts





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	 	 	(with no adjustment for interest) the Participant would have received had his or her benefit
commencement date been the first day of the month next following the month in which the
Participant reaches age 55.





3.5 Net Executive Restoration Benefit





	(a)	 	In General. A Participant’s Net Executive Restoration Benefit shall equal the difference
between—






	 	(1)	 	the Gross Executive Restoration Benefit determined as of the Participant’s
Separation from Service under section 3.5(b); and






	 	(2)	 	the benefit accrued by the Participant under the Qualified Pension Plan
determined as of his or her Separation from Service as determined under 3.5(c).






	(b)	 	Gross Executive Restoration Benefit. A Participant’s Gross Executive Restoration Benefit
shall be determined initially as of December 31, 2008 (in accordance with section 3.5(b)(1));
then adjusted for each full Plan Year of participation thereafter (in accordance with section
3.5(b)(2)); and adjusted further for the Plan Year in which the Participant incurs a
Separation from Service (in accordance with section 3.5(b)(3)).






	 	(1)	 	Gross Executive Restoration Benefit as of December 31, 2008. The Gross Executive
Restoration Benefit as of December 31, 2008 shall equal the amount that would have been
accrued by the Participant under the Qualified Pension Plan as of such date without
regard to the limits imposed by Code sections 401(a)(17) and 415, and calculated
initially as a Single Life Annuity commencing on the Participant’s Normal Retirement
Date, but then converted into a Joint and 75 Percent Survivor Annuity commencing on the
Participant’s Normal Retirement Date (in the manner described in section 3.5(d)).






	 	(2)	 	Annual Adjustments to Gross Executive Restoration Benefit for Full Plan Years of
Participation. Beginning January 1, 2009, the Gross Executive Restoration Benefit
determined as of the end of the immediately preceding Plan Year shall be increased as of
the last day of each subsequent full Plan Year of participation by an amount equal to
the lesser of (A) or (B) where—






	 	(A)	 	is the difference (but not less than zero) between—






	 	(i)	 	the amount that would have been accrued by the
Participant under the Qualified Pension Plan through the last day of the
current Plan Year without regard to the limits imposed by Code sections
401(a)(17) and 415, and calculated initially as a Single Life Annuity
commencing on the Participant’s Normal Retirement Date, but then converted
into a Joint and 75 Percent Survivor Annuity commencing on the
Participant’s Normal Retirement Date (in the manner described in
section 3.5(d)); and




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	 	(ii)	 	is the lesser of—






	 	(I)	 	the amount that would have been accrued
by the Participant under the Qualified Pension Plan through the
last day of the immediately preceding Plan Year without regard to
the limits imposed by Code sections 401(a)(17) and 415, calculated
initially as a Single Life Annuity commencing on the Participant’s
Normal Retirement Date but then converted into a Joint and 75
Percent Survivor Annuity commencing on the Participant’s Normal
Retirement Date (in the manner described in section 3.5(d)); and
	 
	 	(II)	 	the amount of the Gross Executive
Restoration Benefit as of the last day of the immediately preceding
Plan Year; and






	 	(B)	 	is the increase in the Gross Executive SERP Benefit for such full
Plan Year of participation. (This increase shall equal the Gross Executive SERP
Benefit as of the last day of the Plan Year reduced by the Gross Executive SERP
Benefit determined as of the last day of the immediately preceding Plan Year.)






	 	(3)	 	Final Determination of Gross Executive Restoration Benefit as of Separation from
Service. As of the date of the Participant’s Separation from Service, the Gross
Executive Restoration Benefit shall equal the Gross Executive Restoration Benefit
determined under section 3.5(b)(2) as of the last day of the immediately preceding Plan
Year increased through the date of the Participant’s Separation from Service by an
amount equal to the lesser of (A) or (B) where—






	 	(A)	 	is the difference (but not less than zero) between—






	 	(i)	 	the amount that would have been accrued by the
Participant under the Qualified Pension Plan through the date of his or her
Separation from Service without regard to the limits imposed by Code
sections 401(a)(17) and 415, calculated initially as a Single Life Annuity
commencing on the Participant’s Normal Retirement Date, but then converted
into a Joint and 75 Percent Survivor Annuity commencing on the
Participant’s Normal Retirement Date (in the manner described in section
3.5(d)); and
	 
	 	(ii)	 	the lesser of—






	 	(I)	 	the amount that would have been accrued
by the Participant under the Qualified Pension Plan through the
last day of the immediately preceding Plan Year without regard to
the limits imposed by Code sections 401(a)(17) and 415, calculated
initially as a Single Life Annuity commencing on the





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	 	 	 	Participant’s Normal Retirement Date, but then converted into a
Joint and 75 Percent Survivor Annuity commencing on the
Participant’s Normal Retirement Date (in the manner described in
section 3.5(d)); and






	 	(II)	 	the amount of the Gross Executive
Restoration Benefit as of the last day of the immediately preceding
Plan Year; and






	 	(B)	 	is the increase in the Gross Executive SERP Benefit for the Plan Year
in which the Participant incurred a Separation from Service. (This increase shall
equal the Gross Executive SERP Benefit as of the date of the Participant’s
Separation from Service reduced by the Gross Executive SERP Benefit determined as
of the last day of the immediately preceding Plan Year).






	(c)	 	Offset for Qualified Pension Plan Benefit. The offset described in section 3.5(a)(2) equal
the amount accrued by the Participant under the Qualified Pension Plan as of the date of the
Participant’s Separation from Service, calculated initially as a Single Life Annuity
commencing on the Participant’s Normal Retirement Date, but then converted into a Joint and 75
Percent Survivor Annuity (in the manner described in section 3.5(d)).
	 
	(d)	 	Adjustment to the Single Life Annuity Amounts. Amounts calculated initially as a Single Life
Annuity under sections 3.5(b) and 3.5(c) shall be converted into actuarially equivalent Joint
and 75 Percent Survivor Annuity by—






	 	(1)	 	applying the mortality and interest assumptions described in section 2.1, and
	 
	 	(2)	 	for a Participant who is not married as of the applicable calculation date, by
assuming that the Participant’s beneficiary under the Joint and 75 Percent Survivor
Annuity is the same age as the Participant.





3.6 Form of Payment





	(a)	 	Net Executive Restoration Benefit. The portion of the Executive Benefit that is attributable
to the Net Executive Restoration Benefit shall be paid as follows:






	 	(1)	 	Before 2009. If a Participant’s benefit commencement date under this Article 3 is
before January 1, 2009, and the Participant elects to commence his or her benefits under
the Qualified Pension Plan before such date, the Participant’s Executive Restoration
Benefit shall be paid in the same annuity form in effect for the Participant under the
Qualified Pension Plan. Any annuity benefit payable under this section 3.6(a)(1) shall
be the Actuarial Equivalent of the Single Life Annuity determined under section
3.2(b)(1), 3.3(b)(1), or 3.4(b)(1) (as applicable).





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	 	(2)	 	After 2008. Subject to section 10.3, if a Participant’s benefit commencement date
under this Article 3 is after December 31, 2008, such benefit shall be distributed as
follows:






	 	(A)	 	Normal Form of Payment. Unless a Participant elects an optional form
under 3.6(a)(2)(B), the Net Executive Restoration Benefit shall be paid in the
form of a Single Life Annuity, as determined under section 3.2(b)(1), 3.3(b)(1),
or 3.4(b)(1) (as applicable).
	 
	 	(B)	 	Optional Forms of Payment. In lieu of the Single Life Annuity
described in section 3.6(a)(2)(A), a Participant may elect instead, at any time
before his or her benefit commencement date and in a manner specified by the
Committee, to receive his or her Net Executive Restoration Benefit in any one of
the following forms of payment (each of which shall be the Actuarial Equivalent
of the Single Life Annuity):






	 	(i)	 	Joint and 50 Percent Survivor Annuity;
	 
	 	(ii)	 	Joint and 75 Percent Survivor Annuity;
	 
	 	(iii)	 	Joint and 100 Percent Survivor Annuity;
	 
	 	(iv)	 	Five-Year Certain and Life Annuity;
	 
	 	(v)	 	10-Year Certain and Life Annuity; or
	 
	 	(vi)	 	Level Income Annuity.






	(b)	 	Net Executive SERP Benefit.






	 	(1)	 	Normal Form of Payment. Except as provided in sections 3.6(b)(2) and 10.3, the
portion of the Executive Benefit that is attributable to the Net Executive SERP Benefit
shall be paid as follows:






	 	(A)	 	Married Participant: If a Participant is married when the payment of
his or her Executive Benefit commences under this Article 3, the Net Executive
SERP Benefit (i.e., the monthly amount determined under section 3.2(b)(2),
3.3(b)(2), or 3.4(b)(2), as applicable) shall be paid in the form a Joint and
75 Percent Survivor Annuity, with the Participant’s spouse as his or her
Beneficiary.
	 
	 	(B)	 	Unmarried Participant. If a Participant is not married when the
payment of his or her Net Executive SERP Benefit commences under this Article 3,
such benefit shall be paid in the form of a Ten-Year Certain and Life Annuity.
This Ten-Year Certain and Life Annuity shall be the Actuarial Equivalent of the
Joint and 75 Percent Survivor Annuity determined under section 3.2(b)(2),
3.3(b)(2), or 3.4(b)(2), as applicable (which shall be





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	 	 	 	valued assuming that the Participant’s Beneficiary is the same age as the
Participant).






	 	(2)	 	Optional Form of Payment.






	 	(A)	 	Three Equal Installments. A Participant may waive the normal form of
payment specified under Section 3.6(b)(1) and elect instead to receive the Net
Executive SERP Benefit in the form of three equal installments, with the first
installment payable on the benefit commencement date determined under section
3.2(c), 3.3(c), or 3.4(c) (as applicable), the second installment payable six
months after the payment of the first installment, and the third installment
payable 12 months after the payment of the second installment.
	 
	 	 	 	The amount of these installments shall be determined as follows:






	 	(i)	 	The Net Executive SERP Benefit determined under
3.2(b)(2), 3.3(b)(2), or 3.4(b)(2) (as applicable) shall first be converted
from an amount payable as a Joint and 75 Percent Survivor Annuity into an
equivalent lump sum using—






	 	(I)	 	a mortality table, modified as appropriate
by the Secretary of the Treasury, that is based on the mortality
table specified for the Plan Year under Code section 430(h)(3) (but
determined without regard to Code sections 430(h)(3)(C) and
430(h)(3)(D)); and
	 
	 	(II)	 	an interest rate equal to the first,
second, and third tier segment rates applied under rules similar to
the rules of Code section 430(h)(2)(C), and adjusted in the manner
described in Code section 417(e)(3)(D), for the month of November
immediately preceding the first day of the Plan Year in which the
distribution occurs.






	 	(ii)	 	The lump sum determined under section 3.6(b)(2)(A)(i)
shall then be converted into an equivalent payment stream of three
installments by applying the first tier segment rate described in
section 3.6(b)(2)(A)(i)(II).






	 	(B)	 	Limitation on Final Installment Payments. If the amount of the final
(i.e., third) installment payments made on behalf of all Participants who are
entitled to such final installment payments in any Plan Year would trigger
settlement accounting for such Plan Year under Statement of Financial Accounting
Standards No. 88 (or any successor to such statement), the amount actually paid in
such Plan Year shall be limited to avoid the application of settlement accounting
in the manner described below.





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	 	(i)	 	The aggregate excess amount for the Plan Year is equal
to (I) minus (II) where—






	 	(I)	 	is the total of all final (i.e., third)
installment payments due to Participants under this section 3.6(b)(2)
for the Plan Year; and
	 
	 	(II)	 	is the total amount of all final (i.e.,
third) installment payments that could be made for such Plan Year
without triggering settlement accounting for the Plan Year.






	 	(ii)	 	The aggregate excess amount for the Plan Year (as
determined under section 3.6(b)(2)(B)(i)) shall be allocated among the
Participants who are otherwise entitled to their final installment payments
in the Plan Year in proportion to the amount of each individual’s final
installment payment.






	 	(iii)	 	The installment payment actually made to each such
Participant for the Plan Year shall equal the difference between (I) and
(II) where—






	 	(I)	 	is the installment payment the Participant
would otherwise be entitled to for the Plan Year without regard to
this section 3.6(b)(2)(B); and
	 
	 	(II)	 	is the Participant’s proportionate share of
the aggregate excess amount determined under section
3.6(b)(2)(B)(ii).






	 	(iv)	 	Each affected Participant will then receive an
additional payment during the next following Plan Year equal to the amount
by which his or her third installment payment was reduced under section
3.6(b)(2)(B)(iii), provided such payment would not itself trigger
settlement accounting for such Plan Year under Statement of Financial
Accounting Standards No. 88 (or any successor to such statement). If such
payment would trigger settlement accounting, the Committee will continue to
apply the procedures described in this section 3.6(b)(2)(B) until the
Participant has received a complete distribution of his or her final
payment.






	 	(C)	 	Electing an Optional Form. An election of the optional form of
payment described in this section 3.6(b)(2) must be made by the Participant at a
time and in a manner prescribed by the Committee, but not later than June 30,
2008.
	 
	 	(D)	 	Death of the Participant after the Benefit Commencement Date. If a
Participant who has elected the optional form of payment described in this section
3.6(b)(2) dies after the benefit commencement date specified in section 3.2(c),
3.3(c), or 3.4(c) (as applicable), but before receiving all





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	 	 	 	three installments, the remaining installments shall be paid to the
Participant’s Beneficiary at the same time as such installments would have been
paid to the Participant.





3.7 Preretirement Death Benefits





	(a)	 	Eligibility. If a Participant under this Article 3 dies before his or her benefit
commencement date, but after attaining age 55 or completing five or more Years of Vesting
Service as a Participant under this Article 3, the Participant’s surviving spouse shall be
entitled to the preretirement death benefit determined under this section 3.7. (If a
Participant dies before meeting the eligibility requirements described above, or if the
Participant does not have a surviving spouse as of the benefit commencement date determined
under this section, no benefits will be payable under this section 3.7.)
	 
	(b)	 	Net Executive Restoration Benefit. A surviving spouse who becomes entitled to a benefit under
section 3.7(a) shall receive a preretirement death benefit attributable to the Participant’s
Net Executive Restoration Benefit. The amount of such benefit shall be determined under
subsection (b)(1). In addition, this benefit shall commence on the date determined under
subsection (b)(2) and shall be paid in the form described in subsection (b)(3).






	 	(1)	 	Benefit Amount. The preretirement death benefit attributable to the Participant’s
Net Executive Restoration Benefit shall be a monthly benefit that is determined as
follows:






	 	(A)	 	In the case of a Participant who dies after reaching age 55, the
surviving spouse shall receive a Single Life Annuity having monthly payments equal
to the survivor portion of the Joint and 50 Percent Survivor Annuity that would
have become payable to the Participant as a Net Executive Restoration Benefit
under this Article 3 had he or she incurred a Separation from Service on the day
before his or her death and commenced a benefit as of the date determined under
section 3.2(c) or 3.3(c) (as applicable) in the form of a Joint and 50 Percent
Survivor Annuity with the Participant’s spouse as his or her designated
Beneficiary.
	 
	 	(B)	 	In the case of a Participant who dies before reaching age 55, the
surviving spouse shall receive a Single Life Annuity having monthly payments equal
to the survivor portion of the Joint and 50 Percent Survivor Annuity that would
have become payable to the Participant as a Net Executive Restoration Benefit
under this Article 3 had he or she incurred a Separation from Service on the date
of his or her death, survived to the first day of the month next following the
month in which the Participant would have attained age 55, and commenced a benefit
as of such date in the form of a Joint and 50 Percent Survivor Annuity with the
Participant’s spouse as his or her designated Beneficiary.





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	 	(2)	 	Benefit Commencement Date. A preretirement death benefit that becomes payable
under this section 3.7(b) shall commence on the first day of the month next following
the later of—






	 	(A)	 	the date of the Participant’s death; or
	 
	 	(B)	 	the date the Participant would have reached age 55.






	 	(3)	 	Form of Payment. Except as provided in section 10.3, a preretirement death
benefit under this section 3.7(b) shall be paid to the Participant’s surviving spouse in
the form of a Single Life Annuity.






	(c)	 	Net Executive SERP Benefit. A surviving spouse who becomes entitled to a benefit under
section 3.7(a) shall receive a preretirement death benefit attributable to the Participant’s
Net Executive SERP Benefit. The amount of such benefit shall be determined under subsection
(c)(1). In addition, this benefit shall commence on the date determined under subsection
(c)(2) and shall be paid in the form described in subsection (c)(3).






	 	(1)	 	Benefit Amount. The preretirement death benefit attributable to the Participant’s
Net Executive SERP Benefit shall be a monthly benefit that is determined as follows.






	 	(A)	 	Death on or after Age 55. If a vested Participant dies before the
commencement date of his or her Net Executive SERP Benefit, but on or after
attaining age 55, the Participant’s surviving spouse shall be entitled to a Single
Life Annuity with monthly payments equal to (i) reduced by (ii) where—






	 	(i)	 	is 75 percent of the Gross Executive SERP Benefit
accrued by the Participant as of the date of his or her death (with no
reductions for early commencement)—






	 	(I)	 	assuming the Participant had at least 15
Years of Benefit Service under section 2.22(a);
	 
	 	(II)	 	using the Participant’s actual Years of
Benefit Service as of his or her date of death under section 2.22(b);
and
	 
	 	(III)	 	replacing the offset for Social Security
Benefits with an offset for the combined family Social Security
benefit; and






	 	(ii)	 	is the sum of—






	 	(I)	 	the survivor portion of the amount that would
have become payable to the Participant under the Qualified Pension
Plan, assuming the Participant incurred a Separation from Service on





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	 	 	 	the day before his or her death, and commenced a benefit under such
plan as of the first day of the month next following the month of
the Participant’s death in the form of a Joint and 50 Percent
Survivor Annuity with the Participant’s spouse as his or her
designated Beneficiary; and






	 	(II)	 	the amount that would become payable to the
Participant’s spouse under section 3.7(b) as of the first day of the
month next following the month of the Participant’s death.






	 	(B)	 	Death before Age 55. If a vested Participant dies before attaining
age 55, the Participant’s surviving spouse shall be entitled to a Single Life
Annuity with monthly payments equal to (i) reduced by (ii) where—






	 	(i)	 	is the amount determined under section 3.7(c)(1)(A)(i)
above as of the date of the Participant’s death; and
	 
	 	(ii)	 	is the sum of—






	 	(I)	 	the survivor portion of the amount that would
have become payable to the Participant under the Qualified Pension
Plan, assuming the Participant incurred a Separation from Service on
the day of his or her death, survived to the first day of the month
next following the month in which the Participant would have attained
age 55, and commenced a benefit as of such date in the form of a Joint
and 50 Percent Survivor Annuity with the Participant’s spouse as his
or her designated Beneficiary; and
	 
	 	(II)	 	the amount that would become payable to the
Participant’s spouse under section 3.7(b) as of the first day of the
month next following the month in which the Participant attains
age 55.






	 	(2)	 	Benefit Commencement Date.






	 	(A)	 	Death on or after Age 55. A preretirement death benefit payable on
behalf of a Participant described in section 3.7(c)(1)(A) shall commence as of the
first day of the month next following the month of the Participant’s death.
	 
	 	(B)	 	Death before Age 55. A preretirement death benefit that becomes
payable on behalf of a Participant under section 3.7(c)(1)(B) shall commence as of
the first day of the month next following the month in which the Participant would
have attained age 55.





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	 	(3)	 	Form of Payment.






	 	(A)	 	General Rule. Except as provided in sections 3.7(c)(3)(B) and 10.3, a
preretirement death benefit under this section 3.7(c) shall be paid to the
Participant’s surviving spouse in the form of a Single Life Annuity.
	 
	 	(B)	 	Installments. If a Participant made a timely election under
section 3.6(b)(2)(C) to receive his or her Net Executive SERP benefit in the form
of three equal installments, the preretirement death benefit attributable to the
Net Executive SERP benefit under section 3.7(c) shall be paid to the Participant’s
surviving spouse in the form of three equal installments (calculated in the manner
described in section 3.6(b)(2)(A), but with the first installment to be paid as
soon as practicable following the Participant’s death, and no later than the last
day of the Plan Year in which the Participant died (or the 15th day of
the third calendar month following date of the Participant’s death, if later). The
second installment shall be paid in January of the year following payment of the
first installment, and the third installment shall be paid in January of the year
following payment of the second installment).




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Article 4. DB Restoration Benefit




4.1 Eligibility and Participation





	(a)	 	Eligibility. Each Employee who was a Participant with respect to the DB Restoration Benefit
on December 31, 2007 shall continue to be Participant under this Article 4 on January 1, 2008.
Each other Employee shall be eligible to become a Participant with respect to the DB
Restoration Benefit described in this Article 4 if the Employee is—






	 	(1)	 	a participant under the Qualified Pension Plan; and
	 
	 	(2)	 	determined by the Committee to be among a select group of management or highly
compensated employees.






	 	 	However, notwithstanding any provision in this Plan to the contrary, any Employee who is a
Participant with respect to the Executive Benefit described in Article 3 shall not be a
Participant with respect to the DB Restoration Benefit described in this Article 4.






	(b)	 	Date of Participation. Each Employee who is eligible to participate under subsection (a)
shall become a Participant under this Article 4 as of the first day of the month next
following the month in which his or her accrued benefit under the Qualified Pension Plan
becomes limited by Code section 401(a)(17) and/or Code section 415.
	 
	(c)	 	Duration of Participation. An individual who becomes a Participant under this section 4.1
shall continue as an active Participant under this Article 4 until the earlier of the date on
which he or she—






	 	(1)	 	is determined by the Committee as no longer meeting the requirements of section
4,1(a); or
	 
	 	(2)	 	incurs a Separation from Service.






	 	 	When active participation ends under subsection (c)(1) or (c)(2), the individual will
continue as an inactive Participant with respect to the DB Restoration Benefit until he or
she has received a complete distribution of any benefits earned under this Article 4 (or
forfeits any such benefits by incurring a Separation from Service before meeting the
eligibility requirements for a deferred vested retirement benefit under section 4.4(a)).





4.2 Normal Retirement Benefit





	(a)	 	Eligibility. A Participant under this Article 4 who incurs a Separation from Service after
reaching age 65 shall be entitled to a normal retirement benefit under this section 4.2. This
normal retirement benefit shall be calculated as a Single Life Annuity commencing on the date
specified in section 4.2(c)(1), but shall be paid in the form determined under section 4.5.





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	(b)	 	Amount. A Participant who is eligible for a normal retirement benefit under section 4.2(a)
shall be entitled to a monthly benefit equal to the difference between—






	 	(1)	 	the monthly benefit to which the Participant would be entitled to under the
Qualified Pension Plan commencing as of the first day of the month next following the
month in which the Participant incurs a Separation from Service, but calculated without
regard to the compensation and benefit limits in effect under the Qualified Pension Plan
pursuant to Code sections 401(a)(17) and 415; and
	 
	 	(2)	 	the monthly normal retirement benefit payable to the Participant under the
Qualified Pension Plan commencing as of the first day of the month next following the
month in which the Participant incurs a Separation from Service.






	(c)	 	Benefit Commencement Date.






	 	(1)	 	In General. Except as provided in section 4.2(c)(2), payment of benefits under
this section 4.2 shall begin as of the first day of the month following the date on
which the Participant incurs a Separation from Service.
	 
	 	(2)	 	Delayed Commencement for Key Employees. If the Participant is a Key Employee upon
his or her Separation from Service, payment of the DB Restoration Benefit shall commence
as of the first day of the month next following the month in which the six-month
anniversary of the Participant’s Separation from Service occurs. However, the first
benefit payment will include the payments (with no adjustment for interest) the
Participant would have received had his or her benefit commencement date been the date
determined under section 4.2(c)(1).





4.3 Early Retirement Benefits





	(a)	 	Eligibility. A Participant under this Article 4 who incurs a Separation from Service after
reaching age 55, but before meeting the requirements for a normal retirement benefit under
section 4.2(a), shall be entitled to an early retirement benefit under this section 4.3. This
early benefit shall be calculated as a Single Life Annuity commencing on the date specified in
section 4.3(c)(1), but shall be paid in the form determined under section 4.5.
	 
	(b)	 	Amount. The benefit payable to a Participant under this section 4.3 shall equal the normal
retirement benefit accrued by the Participant under section 4.2(b) as of the date of his or
her Separation from Service, reduced by 0.3 percent of such amount for each month by which the
benefit commencement date described in section 4.3(c)(1) precedes the Participant’s Normal
Retirement Date.





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	(c)	 	Benefit Commencement Date.






	 	(1)	 	In General. Except as otherwise provided in section 4.3(c)(2) below, payment of
an early retirement benefit under this section 4.3 shall commence as of the date stated
below:






	 	(A)	 	Before 2009. For a Participant who incurs a Separation from
Service before January 1, 2009, and who also elects to commence his or her
benefit under the Qualified Pension Plan before such date, payment of benefits
under this section 4.3 shall commence as of the same date on which the
Participant’s benefit begins under the Qualified Pension Plan.






	 	(B)	 	After 2008. For a Participant who is not described in
section 4.3(c)(1)(A), payment of early retirement benefits under this
section 4.3 shall commence as of the first day of the month next following the
date on which the Participant incurs a Separation from Service (or as of January
1, 2009, if earlier).






	 	(2)	 	Delayed Commencement for Key Employees. If the Participant is a Key Employee upon
his or her Separation from Service, and such Participant’s benefit commencement date
under section 4.3(c)(1) would otherwise occur on or after January 1, 2009, payment of
the DB Restoration Benefit shall commence as of the first day of the month next
following the month in which the six-month anniversary of the Participant’s Separation
from Service occurs. However, the first benefit payment will include the payments (with
no adjustment for interest) the Participant would have received had his or her benefit
commencement date been the date determined under section 4.3(c)(1)(B).





4.4 Deferred Vested Retirement Benefits





	(a)	 	Eligibility. A Participant under this Article 4 who incurs a Separation from Service before
becoming eligible for an early retirement benefit under section 4.3, but after completing five
or more Years of Vesting Service, shall be entitled to a deferred vested retirement benefit
under this section 4.4. This deferred vested retirement benefit shall be calculated as a
Single Life Annuity commencing on the date specified in section 4.4(c)(1), but shall be paid
in the form determined under section 4.5.
	 
	(b)	 	Amount. The benefit payable to a Participant under this section 4.4 shall equal the normal
retirement benefit accrued by the Participant under section 4.2(b) as of the date of his or
her Separation from Service, reduced by 0.3 percent of such amount for each month by which the
benefit commencement date described in section 4.4(c)(1) precedes the Participant’s Normal
Retirement Date.





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	(c)	 	Benefit Commencement Date.






	 	(1)	 	In General. Except as otherwise provided in section 4.4(c)(2) below, payment of a
deferred vested retirement benefit under this section 4.4 shall commence as of the date
stated below:






	 	(A)	 	Before 2009. For a Participant who incurs a Separation from Service
before January 1, 2009, and who also elects to commence his or her benefit under
the Qualified Pension Plan before such date, payment of benefits under this
section 4.4 shall commence as of the same date on which the Participant’s benefit
begins under the Qualified Pension Plan.
	 
	 	(B)	 	After 2008. For a Participant who is not described in
section 4.4(c)(1)(A), payment of benefits under this section 4.4 shall commence as
of the first day of the month next following the date on which the Participant
reaches age 55 (or as of January 1, 2009, if later).






	 	(2)	 	Delayed Commencement for Key Employees. If the Participant is a Key Employee upon
his or her Separation from Service, and such Participant’s benefit commencement date
under section 4.4(c)(1) would otherwise occur on or after January 1, 2009, payment of
the DB Restoration Benefit shall commence as of the first day of the month next
following the month in which the six-month anniversary of the Participant’s Separation
from Service occurs. However, the first benefit payment will include the payments (with
no adjustment for interest) the Participant would have received had his or her benefit
commencement date been the date determined under section 4.4(c)(1)(B).





4.5 Form of Payment





	(a)	 	Before 2009. If the Participant’s benefit commencement date under this Article 4 is before
January 1, 2009, and the Participant elects to commence his or her benefit under the Qualified
Pension Plan before such date, the Participant’s DB Restoration Benefit shall be paid in the
same annuity form in effect for the Participant under the Qualified Pension Plan. Any annuity
benefit payable under this subsection (a) shall be the Actuarial Equivalent of the Single Life
Annuity calculated under section 4.2(b), 4.3(b), or 4.4(b) (as applicable).
	 
	(b)	 	After 2008. Except as provided in section 10.3, if a Participant’s benefit commencement date
under this Article 4 is after December 31, 2008, the benefit shall be distributed to the
Participant as follows:






	 	(1)	 	Normal Form of Payment. Unless a Participant elects an optional form under
subsection (b)(2), the DB Restoration Benefit shall be paid in the form of a Single Life
Annuity.
	 
	 	(2)	 	Optional Forms of Payment. In lieu of the Single Life Annuity described in
subsection (b)(1), a Participant may elect instead, at any time before his or her





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	 	 	 	benefit commencement date and in a manner specified by the Committee, to receive his or
her DB Restoration Benefit in any one of the following forms of payment (each of which
shall be the Actuarial Equivalent of the Single Life Annuity):






	 	(A)	 	Joint and 50 Percent Survivor Annuity;
	 
	 	(B)	 	Joint and 75 Percent Survivor Annuity;
	 
	 	(C)	 	Joint and 100 Percent Survivor Annuity;
	 
	 	(D)	 	Five-Year Certain and Life Annuity;
	 
	 	(E)	 	10-Year Certain and Life Annuity; or
	 
	 	(F)	 	Level Income Annuity.





4.6 Preretirement Death Benefits





	(a)	 	Eligibility. If a Participant under this Article 4 dies before his or her benefit
commencement date, but after attaining age 55 or completing five or more Years of Vesting
Service, the Participant’s surviving spouse shall be entitled to the preretirement death
benefit determined under this section 4.6. No preretirement death benefit shall be payable
under this Article 4 on behalf of a Participant who—






	 	(1)	 	is not married at the time of his or her death; or
	 
	 	(2)	 	is married at the time of his or her death, but had not either attained age 55 or
completed five or more Years of Vesting Service.






	(b)	 	Amount. A surviving spouse who becomes eligible for a preretirement death benefit under
section 4.6(a) shall be entitled to a monthly benefit equal to the difference between—






	 	(1)	 	the preretirement death benefit to which the spouse would be entitled under the
Qualified Pension Plan commencing as of the date specified under section 4.6(c), but
calculated without regard to the compensation and benefit limits in effect under the
Qualified Pension Plan pursuant to Code sections 401(a)(17) and 415; and
	 
	 	(2)	 	the preretirement death benefit that actually would be payable to the spouse
under the Qualified Pension Plan if such benefit were to commence as of the date
specified under subsection (c) below.






	(c)	 	Benefit Commencement Date. A preretirement death benefit that becomes payable under this
section 4.6 shall commence on the first day of the month following the later of—





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	 	(1)	 	the date of the Participant’s death; or
	 
	 	(2)	 	the date the Participant would have reached age 55.






	(d)	 	Form of Payment. Except as provided in section 10.3, a preretirement death benefit under this
section 4.6 shall be paid to the Participant’s surviving spouse in the form of a Single Life
Annuity.





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Article 5. DC Restoration Account




5.1 Eligibility and Participation





	(a)	 	Eligibility. Each Employee who was a Participant with respect to the “Excess ESSOP Benefit”
(as defined under the Plan as in effect before the effective date of this Plan restatement) on
December 31, 2007 shall continue to be Participant under this Article 5 on January 1, 2008.
Each other Employee shall be eligible to become a Participant with respect to the DC
Restoration Account described in this Article 5 if the Employee is—






	 	(1)	 	a participant under the 401(k) Plan and/or Investment Plan; and
	 
	 	(2)	 	determined by the Committee to be among a select group of management or highly
compensated employees.






	(b)	 	Date of Participation. Each Employee who is eligible to participate under subsection (a)
shall become a Participant under this Article 5 as of the first day of the month next
following the month in which his or her benefits under the 401(k) Plan and/or Investment
Retirement Plan become limited by Code section 401(a)(17) and/or Code section 415.
	 
	(c)	 	Duration of Participation. An individual who becomes a Participant under this section 5.1
shall continue as an active Participant under this Article 5 until the earlier of the date on
which he or she—






	 	(1)	 	is determined by the Committee as no longer meeting the requirements of
section 5.1(a); or
	 
	 	(2)	 	incurs a Separation from Service.






	 	 	When active participation ends under subsection (c)(1) or (c)(2), the individual will
continue as an inactive Participant with respect to the DC Restoration Account until he or
she has received a complete distribution of all vested benefits earned under this Article 5.





5.2 Benefits





	(a)	 	401(k) Plan Restoration Benefit. For each Plan Year, the Company shall credit to the 401(k)
Plan Restoration Account of each Participant an amount equal to:






	 	(1)	 	the portion of the Participant’s Eligible Compensation for the Plan Year that
exceeds the limit in effect for such Plan Year under Code section 401(a)(17); multiplied
by
	 
	 	(2)	 	the matching contribution percentage that would have applied to the Participant
under the 401(k) Plan for such Plan Year assuming that he or she had been contributing
at a rate to qualify for the maximum matching contribution percentage under the 401(k)
Plan.






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	(b)	 	Investment Plan Restoration Benefit. For each Plan Year, the Company shall credit to the
Investment Plan Restoration Account of each Participant who is also an eligible participant
under the Investment Plan during the same Plan Year an amount equal to the difference between—






	 	(1)	 	the annual contribution to which the Participant would be entitled to under the
Investment Plan for such Plan Year, calculated without regard to the compensation and
benefit limits in effect pursuant to Code sections 401(a)(17) and 415; and
	 
	 	(2)	 	the annual contribution actually allocated to the Participant’s account under the
Investment Plan for such Plan Year.






	 	 	However, notwithstanding the above, a Participant shall be entitled to an allocation under
this section 5.2(b) for a Plan Year only if (i) he or she is actively employed on the last
day of the Plan Year or (ii) incurs a Separation from Service before the last day of the Plan
Year on account of death, disability, or termination of employment after reaching age 55.






	(c)	 	Timing. Contributions under this section 5.2 shall be credited to each Participant’s DC
Restoration Account at the time or times determined by the Committee within its sole and
absolute discretion, but in no event shall contributions for a Plan Year be allocated to a
Participant’s DC Restoration Account later than March 1 of the next following Plan Year (or as
soon as administratively practicable after such date).





5.3 Investment Gains and Losses.



Amounts credited to a Participant’s DC Restoration Account shall be adjusted as of each Valuation
Date to reflect the earnings and losses that would have occurred had such account actually been
invested in the manner described in subsection (a) and (b) below.





	(a)	 	401(k) Plan Restoration Account.






	 	(1)	 	Before 2009. Prior to January 1, 2009, a Participant’s 401(k) Plan Restoration
Account shall be deemed to be invested at all times in Company Stock.






	 	(A)	 	Company Allocations. Whenever an allocation is made to the
Participant’s 401(k) Plan Restoration Account under section 5.2, such account
shall be credited with a number of phantom shares of Company Stock equal to—






	 	(i)	 	the amount of such Company allocation; divided by
	 
	 	(ii)	 	the closing price of the Company Stock on the date
of such allocation.






	 	(B)	 	Cash Dividends. Whenever the Company pays a cash dividend with
respect to Company Stock, the Company will credit an additional number





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	 	 	 	of phantom shares of Company Stock to the Participant’s 401(k) Plan Restoration
Account equal to—






	 	(i)	 	the number of phantom shares of Company Stock credited
to such account as of the date of record for such dividend; multiplied by
	 
	 	(ii)	 	the per share cash dividend amount; divided by
	 
	 	(iii)	 	the closing price of the Company Stock on the dividend
payment date.






	 	(C)	 	Stock Dividends. Whenever the Company pays a stock dividend, the
Company will credit an additional number of phantom shares of Company Stock to the
Participant’s 401(k) Plan Restoration Account equal to—






	 	(i)	 	the number of phantom shares of Company Stock credited
to such account as of the date of record for such dividend; multiplied by
	 
	 	(ii)	 	the per share stock dividend rate.






	 	(2)	 	After 2008. Except as otherwise provided in subsection (c) below:






	 	(A)	 	All allocations made to a Participant’s 401(k) Plan Restoration
Account under section 5.2 on and after January 1, 2009 shall be deemed to be
invested in the Target Date Retirement Fund;
	 
	 	(B)	 	Effective February 19, 2009, 50 percent of the portion of the
Participant’s 401(k) Plan Restoration Account that is deemed to be invested in
phantom shares of Company Stock (as determined on February 18, 2009) shall be
transferred from such deemed investment into a deemed investment in the Target
Date Retirement Fund; and
	 
	 	(C)	 	Effective May 21, 2009, the remaining portion of the Participant’s
401(k) Plan Restoration Account that is deemed to be invested in phantom shares of
Company Stock (as determined on May 20, 2009) shall be transferred from such
deemed investment into a deemed investment in the Target Date Retirement Fund.






	(b)	 	Investment Plan Account. Except as provided in subsection (c) below, 75 percent of all
amounts allocated to the Investment Plan Restoration Account shall be deemed to be invested in
the Target Date Retirement Fund and 25 percent of all such amounts shall be deemed to be
invested in the Stable Value Fund.
	 
	(c)	 	Investment Transfers.






	 	(1)	 	Active Participants. A Participant who continues in active employment after
reaching age 55 may, one time per Plan Year, transfer all or any portion of his or





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	 	 	 	her
DC Restoration Account that is deemed to be invested in the Target Date
Retirement Fund to the Stable Value Fund. Any such election shall be made at a time,
and in a manner, prescribed by the Committee.






	 	(2)	 	Former Participants. A Participant who incurs a Separation from Service before
reaching age 65, and who has not yet received a complete distribution of his or her DC
Restoration Account, may one time per Plan Year, transfer all or any portion of his or
her DC Restoration Account that is deemed to be invested in the Target Date Retirement
Fund to the Stable Value Fund.





5.4 Vesting





	(a)	 	401(k) Plan Restoration Account. A Participant shall at all times have a fully vested
interest in his or her 401(k) Plan Restoration Account.
	 
	(b)	 	Investment Plan Restoration Account. A Participant will become fully vested in his or her
Investment Plan Restoration Account upon the earlier of—






	 	(1)	 	completing three Years of Vesting Service; or
	 
	 	(2)	 	attaining age 55 while actively employed by the Company or an Affiliate.






	 	 	A Participant who incurs a Separation from Service before reaching age 55 or completing three
Years of Vesting Service will forfeit all amounts accumulated in his or her Investment Plan
Restoration Account.





5.5 Distributions Following a Separation from Service





	(a)	 	Time of Payment. The payment of vested benefits under this Article 5 shall commence as soon
as administratively practicable following the first day of the month next following the month
in which the six-month anniversary of the Participant’s Separation from Service occurs. In no
event, however, shall payment commence later than the last day of the Plan Year in which such
six-month anniversary occurs (or the 15th day of the third calendar month following
such six-month anniversary, if later).
	 
	(b)	 	Form of Payment. Except as otherwise provided in section 10.3, the Participant’s DC
Restoration Account shall be distributed as of the benefit payment date determined under
section 5.5(a) in the form of three installments, with—






	 	(1)	 	the first installment occurring on the benefit payment date determined under
section 5.5(a) above, and comprised of a cash payment equal to one-third of the amount
credited to the Participant’s DC Restoration Account as of such payment date;
	 
	 	(2)	 	the second installment occurring in January of the Plan Year next following the
Plan Year in which the first installment is paid, and comprised of a cash payment equal
to 50 percent of the amount credited to the Participant’s DC Restoration Account as of
such payment date; and






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	 	(3)	 	the third installment occurring in January of the Plan Year next following the
Plan Year in which the second installment is paid, and comprised of a cash payment equal
to the balance remaining in the Participant’s DC Restoration Account as of such payment
date.






	 	 	During the installment distribution period described under this section 5.5(b), the
Participant’s remaining DC Restoration Account will continue to be adjusted for gains and
losses under section 5.3 until such account has been completely distributed.





5.6 Distributions upon the Participant’s Death





	(a)	 	Death Before the Benefit Commencement Date. If a Participant dies after having received one
or more installment payments under section 5.5, any installment that remains unpaid as of the
date of the Participant’s death shall be distributed to the Participant’s Beneficiary on the
same date on which such installment payment would have been distributed to the Participant in
accordance with section 5.5(b).
	 
	(b)	 	Death After Benefit Commencement Date. If a Participant dies before his or her benefit
commencement date (as determined under section 5.5), the vested balance of the Participant’s
DC Restoration Account shall be distributed to the Participant’s Beneficiary in three
installments, with—






	 	(1)	 	the first installment occurring as soon as practicable following the
Participant’s death, but no later than the last day of the Plan Year in which the
Participant died (or the 15th day of the third calendar month following date
of the Participant’s death, if later), and comprised of a cash payment equal to
one-third of the amount credited to the Participant’s DC Restoration Account;
	 
	 	(2)	 	the second installment occurring in January of the Plan Year next following the
Plan Year in which the first installment is paid, and comprised of a cash payment equal
to one-half of the amount credited to the Participant’s DC Restoration Account; and
	 
	 	(3)	 	the third installment occurring in January of the Plan Year next following the
Plan Year in which the second installment is paid, and comprised of a cash payment equal
to the balance remaining in the Participant’s DC Restoration Account.




During the installment distribution period described under this section 5.6, the Participant’s DC
Restoration Account will continue to be adjusted for gains and losses under section 5.3 until the
entire benefit has been completely distributed.





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Article 6. DC SERP Benefit




6.1 Eligibility and Participation





	(a)	 	Eligibility. An Employee shall be eligible to become a Participant with respect to the DC
SERP Benefit described in this Article 6 if he or she—






	 	(1)	 	first becomes an officer of the Company on or after January 1, 2008; and
	 
	 	(2)	 	is determined by the Committee to be among a select group of management or highly
compensated employees.






	(b)	 	Date of Participation. Each Employee who is eligible to participate under subsection (a)
shall become a Participant under this Article 6 as of the first day of the month next
following the month in which he or she first meets the eligibility requirements described in
section 6.1(a).
	 
	(c)	 	Duration of Participation. An individual who becomes a Participant under this section 6.1
shall continue as an active Participant under this Article 6 (and be entitled to the benefits
described in section 6.2 below) until the earlier of the date on which he or she—






	 	(1)	 	is determined by the Committee as no longer meeting the requirements of
subsection (a); or
	 
	 	(2)	 	incurs a Separation from Service.






	 	 	When active participation ends under subsection (c)(1) or (c)(2), the individual will
continue as an inactive Participant with respect to the DC SERP Benefit until he or she has
received a complete distribution of any benefits earned under this Article 6 (or forfeits any
such benefits under section 6.4).





6.2 Benefits





	(a)	 	Amount. For each Plan Year:






	 	(1)	 	the Company shall credit 7.50 percent of each Participant’s Eligible Compensation
for that Plan Year to his or her DC SERP Account; and
	 
	 	(2)	 	the Company shall provide the Participant with a number of Restricted Stock Units
equal to (A) 2.50 percent of the Participant’s Eligible Compensation for that Plan Year,
divided by (B) the closing price of the Company Stock as of the contribution date
determined under subsection (b) below.






	(b)	 	Timing.






	 	(1)	 	The amount determined under section 6.2(a)(1) for any Plan Year shall be credited
to the Participant’s DC SERP Account as of a date or dates selected by





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	 	 	 	the Committee within its sole and absolute discretion, but in no event shall these
amounts be credited later than March 1 of the next following Plan Year (or as soon as
administratively practicable after such date).






	 	(2)	 	The Restricted Stock Units determined under section 6.2(a)(2) for any Plan Year
shall be issued to the Participant as of a date or dates selected by the Committee
within its sole and absolute discretion, but in no event shall these Restricted Stock
Units be issued later than March 1 of the next following Plan Year (or as soon as
administratively practicable after such date).





6.3 Investment Gains and Losses.





	(a)	 	DC SERP Account: A Participant’s DC SERP Account shall be adjusted for earnings as of each
Valuation Date at a rate equal to 120 percent of the Federal long-term rate as determined
under Code section 1274(d) for January of the Plan Year in which the Valuation Date occurs.
	 
	(b)	 	Restricted Stock Units: Each Participant shall be entitled to the following with respect to
his or her Restricted Stock Units:






	 	(1)	 	Cash Dividends. Whenever the Company pays a cash dividend with respect to Company
Stock, the Company will issue an additional number of Restricted Stock Units to a
Participant under this Article 6 equal to—






	 	(A)	 	the number of Restricted Stock Units held by the Participant as of
the date of record for such dividend; multiplied by
	 
	 	(B)	 	the per share cash dividend amount; divided by
	 
	 	(C)	 	the closing price of the Company’s Stock on the dividend payment
date.






	 	(2)	 	Stock Dividends. Whenever the Company pays a stock dividend with respect to
Company Stock, the Company will issue an additional number of Restricted Stock Units to
a Participant under this Article 6 equal to—






	 	(A)	 	the number of Restricted Stock Units held by the Participant as of
the date of record for such dividend; multiplied by
	 
	 	(B)	 	the per share stock dividend rate.





6.4 Vesting



A Participant shall become vested in both the DC SERP Account and his or her Restricted Stock Units
upon attaining age 55 and completing five Years of Vesting Service as an officer. A Participant who
incurs a Separation from Service before reaching age 55 or before completing five Years of Vesting
Service as an officer will forfeit all amounts accumulated in his or her DC SERP Account and all of
the Restricted Stock Units granted under this Article 6.





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6.5 Distributions Following a Separation from Service





	(a)	 	Time of Payment. The payment of vested benefits under this Article 6 shall commence as soon
as administratively practicable following the first day of the month next following the month
in which the six-month anniversary of the Participant’s Separation from Service occurs. In no
event, however, shall payment commence later than the last day of the Plan Year in which such
six-month anniversary occurs (or the 15th day of the third calendar month following
such six-month anniversary, if later).
	 
	(b)	 	Form of Payment. Except as otherwise provided in section 10.3, the Participant’s vested
benefit under this Article 6 shall be distributed as of the benefit payment date determined
under section 6.5(a) in the form of three installments, with—






	 	(1)	 	the first installment occurring on the benefit payment date determined under
section 6.5(a) above, and comprised of—






	 	(A)	 	a cash payment equal to one-third of the amount credited to the
Participant’s DC SERP Account as of such payment date; and
	 
	 	(B)	 	a number of shares of Company Stock equal to one-third of the number
of the Participant’s Restricted Stock Units as of such payment date (rounded down
to the nearest whole number with the any remaining fractional Restricted Stock
Unit converted to, and distributed as, cash);






	 	(2)	 	the second installment occurring in January of the Plan Year next following the
Plan Year in which the first installment is paid, and comprised of—






	 	(A)	 	a cash payment equal to one-half of the amount credited to the
Participant’s DC SERP Account as of such payment date; and
	 
	 	(B)	 	a number of shares of Company Stock equal to one-half of the number
of the Participant’s Restricted Stock Units as of such payment date (rounded down
to the nearest whole number with the any remaining fractional Restricted Stock
Unit converted to, and distributed as, cash); and






	 	(3)	 	the third installment occurring in January of the Plan Year next following the
Plan Year in which the second installment is paid, and comprised of –






	 	(A)	 	a cash payment equal to the balance remaining in the Participant’s DC
SERP Account as of such payment date; and
	 
	 	(B)	 	a number of shares of Company Stock equal to remaining number of the
Participant’s Restricted Stock Units as of such payment date (rounded down to the
nearest whole number with the any remaining fractional Restricted Stock Unit
converted to, and distributed as, cash).






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	 	 	During the installment distribution period described under this section 6.5(b), the
Participant’s DC SERP Benefit will continue to be adjusted for gains and losses under section
6.3 until the entire benefit has been completely distributed.





6.6 Distributions Upon the Participant’s Death





	(a)	 	Death Before the Benefit Commencement Date. If a Participant dies after having received one
or more installment payments under section 6.5, any installment that remains unpaid as of the
date of the Participant’s death shall be distributed to the Participant’s Beneficiary on the
same date (and in the same manner) on which such installment payment would have been
distributed to the Participant in accordance with section 6.5(b).
	 
	(b)	 	Death After Benefit Commencement Date. If a Participant dies before his or her benefit
commencement date (as determined under section 6.5), the Participant’s vested DC SERP Benefit
shall be distributed to the Participant’s Beneficiary in three installments, with—






	 	(1)	 	the first installment occurring as soon as administratively practicable following
the Participant’s death, but no later than the last day of the Plan Year in which the
Participant died (or the 15th day of the third calendar month following date
of the Participant’s death, if later), and comprised of—






	 	(A)	 	a cash payment equal to one-third of the amount credited to the
Participant’s DC SERP Account as of such payment date; and
	 
	 	(B)	 	a number of shares of Company Stock equal to one-third of the number
of the Participant’s Restricted Stock Units as of such payment date (rounded down
to the nearest whole number with the any remaining fractional Restricted Stock
Unit converted to, and distributed as, cash);






	 	(2)	 	the second installment occurring in January of the Plan Year following the Plan
Year in which the first installment is paid, and comprised of—






	 	(A)	 	a cash payment equal to one-half of the amount credited to the
Participant’s DC SERP Account as of such payment date; and
	 
	 	(B)	 	a number of shares of Company Stock equal to one-half of the number
of the Participant’s Restricted Stock Units as of such payment date (rounded down
to the nearest whole number with the any remaining fractional Restricted Stock
Unit converted to, and distributed as, cash); and






	 	(3)	 	the third installment occurring in January of the Plan Year following the Plan
Year in which the second installment is paid, and comprised of –






	 	(A)	 	a cash payment equal to the balance remaining in the Participant’s DC
SERP Account as of such payment date; and





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	 	(B)	 	a number of shares of Company Stock equal to the remaining number of
the Participant’s Restricted Stock Units as of such payment date (rounded down to
the nearest whole number with the any remaining fractional Restricted Stock Unit
converted to, and distributed as, cash).




During the installment distribution period described under this section 6.6, the Participant’s DC
SERP Benefit will continue to be adjusted for gains and losses under section 6.3 until the entire
benefit has been completely distributed.





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Article 7. Participation Agreements




7.1 Social Security Bridge Benefit





	(a)	 	Eligibility. An Employee shall be eligible to become a Participant with respect to the Social
Security bridge benefit described in this section 7.1 if he or she—






	 	(1)	 	is determined by the Committee to be among a select group of management or highly
compensated employees; and
	 
	 	(2)	 	has entered into a Participation Agreement requiring his or her immediate
retirement from the Company and its Affiliates in exchange for the Social Security
bridge benefit described below.






	 	 	An individual who has met the eligibility requirements described in paragraphs (1) and (2)
above shall become a Participant with respect to the Social Security bridge benefit described
in this section 7.1 as of the first day of the month next following the month in which he or
she incurred a Separation from Service. Such Participant shall continue as an inactive
Participant under this Article 7 until he or she has received a complete distribution of all
benefits to which he or she is entitled under his or her individual Participation Agreement.






	(b)	 	Amount. The Social Security bridge benefit payable pursuant to a Participation Agreement
shall be a monthly payment equal to the amount specified in the Participant’s Participation
Agreement (but not to exceed the estimated monthly benefit the Participant would be entitled
to under the Social Security Act commencing at age 62).
	 
	(c)	 	Commencement.






	 	(1)	 	In General. Except as otherwise provided in subsection (c)(2), the monthly Social
Security bridge benefit described in this section 7.1 shall commence on the first day of
the month next following the month in which the Participant incurred a Separation from
Service.
	 
	 	(2)	 	Delayed Commencement for Key Employees. If the Participant is a Key Employee upon
his or her Separation from Service, payment of the Social Security bridge benefit
described in this section 7.1 shall commence as of the first day of the month next
following the month in which the six-month anniversary of the Participant’s Separation
from Service occurs. However, the first benefit payment will include the payments (with
no adjustment for interest) the Participant would have received had his or her benefit
commencement date been the date determined under section 7.1(c)(1).






	(d)	 	Duration. The payment of the monthly Social Security bridge benefit under this section 7.1
shall cease as of the first day of the month next following the earlier of—





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	 	(1)	 	the month in which the Participant attains age 62; or
	 
	 	(2)	 	the month of the Participant’s death.





7.2 Qualified Pension Plan Enhancement.





	(a)	 	Eligibility. An Employee shall be eligible to become a Participant with respect to the
Qualified Pension Plan enhancement described in this section 7.2 if he or she—






	 	(1)	 	is an active participant under the Qualified Pension Plan;
	 
	 	(2)	 	would be entitled to an immediate normal or early retirement benefit under the
Qualified Pension Plan upon his or her Separation from Service;
	 
	 	(3)	 	is determined by the Committee to be among a select group of management or highly
compensated employees; and
	 
	 	(4)	 	has entered into a Participation Agreement requiring his or her immediate
retirement from the Company and its Affiliates in exchange for the Qualified Pension
Plan enhancement described below.






	 	 	An individual who has met the eligibility requirements described in this subsection (a) shall
become a Participant under this section 7.2 as of the first day of the month next following
the month in which he or she incurred a Separation from Service. Such Participant shall
continue as an inactive Participant under this Article 7 until he or she has received a
complete distribution of all benefits provided for under his or her individual Participation
Agreement.






	(b)	 	Amount.






	 	(1)	 	Executive Benefit Participants. The Qualified Pension Plan enhancement payable
under a Participation Agreement on behalf of a Participant who is also entitled to an
Executive Benefit under Article 3 shall equal (A) minus the sum of (B), (C), and (D)
where:






	 	(A)	 	is the Gross Executive SERP Benefit determined as of the
Participant’s benefit commencement date under Article 3, but calculated—






	 	(i)	 	assuming the Participant’s Years of Benefit Service are
a stated number of years greater than his or her actual Years of Benefit
Service (as specified in the individual Participation Agreement); and
	 
	 	(ii)	 	assuming the Participant’s age as of the date of his or
her Separation from Service is a stated number of years older than his or
her actual age (as specified in the individual Participation Agreement);
and






	 	(B)	 	is the Net Executive SERP Benefit actually payable to the Participant
as of the benefit commencement date determined under Article 3 (and






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	 	 	 	calculated without regard to the additional Years of Benefit Service and years
of age specified under section 7.2(b)(1)(A));






	 	(C)	 	is the Gross Executive Restoration Benefit determined as of the
Participant’s benefit commencement date under Article 3 (and calculated without
regard to the additional Years of Benefit Service and years of age specified under
section 7.2(b)(1)(A));
	 
	 	(D)	 	is the Participant’s Social Security Benefit (with such offset
applied as of the later of the Participant’s benefit commencement date under
Article 3 or the first day of the month next following the month in which the
Participant reaches age 62).






	 	(2)	 	DB Restoration Participants. The Qualified Pension Plan enhancement payable under
a Participation Agreement on behalf of a Participant who is also entitled to a DB
Restoration Benefit under Article 4 shall be calculated initially as a Single Life
Annuity equal to (A) minus (B) where:






	 	(A)	 	is the monthly benefit to which the Participant would be entitled
under Article 4 as of the first day of the month next following the month in which
the Participant incurs a Separation from Service , but calculated—






	 	(i)	 	assuming the Years of Benefit Service used in the
calculation of the amount described in section 4.2(b)(1) are a stated
number of years greater than his or her actual Years of Benefit Service (as
specified in the individual Participation Agreement); and






	 	(ii)	 	assuming the Participant’s age as of the date of his or
her Separation from Service that is used in calculating the reductions
under section 4.3(b) or 4.4(b) (as applicable) is a stated number of years
older than his or her actual age (as specified in the individual
Participation Agreement); and






	 	(B)	 	is the monthly benefit actually payable to the Participant under
Article 4 as of the first day of the month next following the month in which the
Participant incurs a Separation from Service (and calculated without regard to the
additional Years of Benefit Service and years of age specified under section
7.2(b)(2)(A)).






	 	(3)	 	Other Participants. The Qualified Pension Plan enhancement payable under a
Participation Agreement on behalf of a Participant who is not entitled to a benefit
under Article 3 or Article 4 shall be calculated initially as a Single Life Annuity
equal to (A) minus (B) where:






	 	(A)	 	is the monthly benefit to which the Participant would be entitled
under the Qualified Pension Plan commencing as of the first day of the month next





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	 	 	 	following the month in which the Participant incurs a Separation from Service,
but calculated—






	 	(i)	 	without regard to the compensation and benefit limits
in effect under the Qualified Pension Plan pursuant to Code sections
401(a)(17) and 415;
	 
	 	(ii)	 	assuming the Participant’s Years of Benefit Service are
a stated number of years greater than his or her actual Years of Benefit
Service (as specified in the individual Participation Agreement); and
	 
	 	(iii)	 	assuming the Participant’s age as of the date of his
or her Separation from Service is a stated number of years older than his
or her actual age (as specified in the individual Participation Agreement);
and






	 	(B)	 	is the monthly benefit actually payable to the Participant under the
Qualified Pension Plan as of the first day of the month next following the month
in which the Participant incurs a Separation from Service (as limited by Code
sections 401(a)(17) and 415 and calculated without regard to the additional Years
of Benefit Service and years of age specified under section 7.2(b)(3)(A)).






	(c)	 	Commencement.






	 	(1)	 	Executive Benefit Participants. The Qualified Pension Plan enhancement payable to
a Participant who is also entitled to an Executive Benefit under Article 3 shall be the
Participant’s benefit commencement date as determined under Article 3.
	 
	 	(2)	 	DB Restoration Participants. The Qualified Pension Plan enhancement payable to a
Participant who is also entitled to a DB Restoration Benefit under Article 4 shall be
the Participant’s benefit commencement date as determined under Article 4.
	 
	 	(3)	 	Other Participants.






	 	(A)	 	General Rule. Except as otherwise provided in subparagraph (c)(3)(B),
the Qualified Pension Plan enhancement payable to a Participant who is not
described in subsection (c)(1) or (c)(2) above shall commence on the first day of
the month next following the month in which the Participant incurs a Separation
from Service.
	 
	 	(B)	 	Delayed Commencement for Key Employees. If a Participant described in
this subsection (c)(3) is a Key Employee upon his or her Separation from Service,
payment of the Qualified Pension Plan enhancement described in this section 7.2
shall commence as of the first day of the month next





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	 	 	 	following the month in which the six-month anniversary of the Participant’s
Separation from Service occurs. However, the first benefit payment will include
the payments (with no adjustment for interest) the Participant would have
received had his or her benefit commencement date been the date determined under
section 7.2(c)(3)(A).






	(d)	 	Form of Payment.






	 	(1)	 	Executive Benefit Participant. The Qualified Pension Plan enhancement payable to
a Participant who is also entitled to an Executive Benefit under Article 3 shall be
distributed to the Participant in the same form (and with the same Beneficiary) as his
or her Net Executive SERP Benefit. (If this Qualified Pension Plan enhancement is
distributed in a form other than a Joint and 75 Percent Survivor Annuity, the amount
payable shall be the Actuarial Equivalent of such Joint and 75 Percent Survivor Annuity,
as determined under section 3.6(b).)
	 
	 	(2)	 	DB Restoration Participant. The Qualified Pension Plan enhancement payable to a
Participant who is also entitled to a DB Restoration Benefit under Article 4 shall be
distributed to the Participant in the same form (and with the same Beneficiary, as
applicable) as his or her DB Restoration Benefit. (If this Qualified Pension Plan
enhancement is distributed in a form other than a Single Life Annuity, the amount
payable shall be the Actuarial Equivalent of the Single Life Annuity calculated under
section 7.2(b)(2) above.)
	 
	 	(3)	 	Other Participants. In lieu of the Single Life Annuity determined under
section 7.2(b)(3), a Participant who is not described in subsection (d)(1) or (d)(2)
above may elect instead, at any time before his or her benefit commencement date and in
a manner specified by the Committee, to receive his or her Qualified Pension Plan
enhancement in any one of the following forms of payment (each of which shall be the
Actuarial Equivalent of the Single Life Annuity):






	 	(A)	 	Joint and 50 Percent Survivor Annuity;
	 
	 	(B)	 	Joint and 75 Percent Survivor Annuity;
	 
	 	(C)	 	Joint and 100 Percent Survivor Annuity;
	 
	 	(D)	 	Five-Year Certain and Life Annuity;
	 
	 	(E)	 	10-Year Certain and Life Annuity; or
	 
	 	(F)	 	Level Income Annuity.





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Article 8.Financing and Administration




8.1 Financing





	(a)	 	General Creditors. The Plan constitutes a mere promise of the Company to make payments in
accordance with the terms of the Plan. This Plan does not give any Participant or Beneficiary
any interest, lien, or claim in or against any specific assets of the Company or any
Affiliate. Each Participant and Beneficiary shall have only the rights of general, unsecured
creditors of the Company and its Affiliates with respect to their rights under the Plan.
	 
	(b)	 	Allocation Among Employers. The obligation to pay Plan benefits shall be the obligation of
the Employers whose Employees are Participants entitled to such benefits. Except to the extent
provided in subsection (c), each Employer shall provide the benefits described in the Plan to
its Employees from its general assets. However, the Company may, in its sole discretion,
allocate the total liability to pay benefits under the Plan among the Employers in such manner
and amounts as it deems appropriate.
	 
	(c)	 	Alternative Funding. The Company may, but shall not be required to, establish a grantor trust
as a funding source for its obligations under the Plan. If such a trust is established, it
shall constitute an unfunded arrangement for purposes of the Plan, and the Plan shall continue
to be an unfunded plan maintained for the purpose of providing deferred compensation to a
select group of management or highly compensated employees under ERISA. With respect to any
Participant, the assets of any such trust shall remain subject to the claims of the creditors
of that Participant’s Employer in the event of the Employer’s bankruptcy or insolvency.
However, to the extent that funds placed in a trust and allocable to the benefits payable
under the Plan are sufficient, the trust assets may be used to pay benefits under the Plan. If
such trust assets are not sufficient to pay all benefits due under the Plan, then the
appropriate Employer shall have the obligation, and the Participant or Beneficiary who is due
such benefits shall look to such Employer to provide such benefits.





8.2 The Committee



The Plan shall be administered by the Committee created through the adoption of a resolution by the
Board providing for at least three, but no more than seven, Employees holding certain job titles
will serve as Committee members. A Committee member will lose his or her status as such if he or
she ceases to hold the job title specified in the Board resolution. In that case, the successor to
such job title shall become a member of the Committee. In addition, any member of the Committee may
resign by delivering his or her written resignation to the Board.




8.3 Manner of Action



A majority of the members of the Committee at the time in office shall constitute a quorum for the
transaction of business. All resolutions adopted, and other actions taken by the Committee at any
meeting shall be by the vote of a majority of those present at any such



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meeting. Upon obtaining the written consent of a majority of the members at the time in office,
action of the Committee may be taken otherwise than at a meeting.




8.4 Committee’s Powers and Duties



The Committee shall have responsibility for the general administration of the Plan and for carrying
out the Plan’s provisions. The Committee shall have such powers and duties as may be necessary to
discharge its functions hereunder, including, but not limited to, the following:





	(a)	 	To construe and interpret the Plan, to supply all omissions from, correct deficiencies in and
resolve ambiguities in the language of the Plan, and to determine any question arising under
the Plan or in connection with the administration or operation thereof;
	 
	(b)	 	To decide all questions of eligibility;
	 
	(c)	 	To determine the amount, manner, and time of payment of any benefits that may be payable to
any person;
	 
	(d)	 	With the advice of an actuary, from time to time to adopt, for purposes of the Plan, such
actuarial and other tables as it may deem necessary or appropriate for the operation of the
Plan;
	 
	(e)	 	To obtain from individuals such information as shall be necessary for the proper
administration of the Plan and, when appropriate, to furnish such information promptly to the
persons entitled thereto;
	 
	(f)	 	To prepare and distribute, in such manner as the Company determines to be appropriate,
information explaining the Plan;
	 
	(g)	 	To establish rules for the administration of the Plan;
	 
	(h)	 	To maintain the necessary records, as determined by the Company in its sole discretion, of
the administration of the Plan;
	 
	(i)	 	To authorize all disbursements by the Employers pursuant to the Plan;
	 
	(j)	 	To prepare and file, or respond to any governmental forms or documents;
	 
	(k)	 	To designate Affiliates as Employers as described in Plan section 8.5 (to the extent
authorized by the Board);
	 
	(l)	 	To delegate to other individuals or entities from time to time the performance of any of its
duties or responsibilities hereunder;
	 
	(m)	 	To hire agents, accountants, actuaries, consultants and legal counsel to assist in operating
and administering the Plan; and
	 
	(n)	 	To exercise such other powers as are not inconsistent with the intent and purposes of this
Plan.






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8.5 Delegation of Powers and Duties





	(a)	 	Subcommittees. The Committee may appoint one or more subcommittees and delegate such of its
power and duties as it deems desirable to any such subcommittee, in which case every reference
made herein to the Committee shall be deemed to include the subcommittees as to matters within
their jurisdiction.
	 
	(b)	 	Specialists. The Committee may authorize one or more of their members or any agent to execute
or deliver any instrument or instruments on their behalf, and may employ such counsel,
auditors, and other specialists and such clerical, actuarial, and other services as they may
require in carrying out the provisions of the Plan.





8.6 Committee’s Decisions Conclusive



The Committee shall have the exclusive right and discretionary authority to interpret the terms and
provisions of the Plan and to resolve all questions arising hereunder, including the right to
resolve and remedy ambiguities, inconsistencies, or omissions in the Plan; provided, however, that
the construction necessary for the Plan to conform to the Code and ERISA shall in all cases
control. Benefits under this Plan shall be paid only if the Committee decides in its discretion
that the applicant is entitled to them. Any and all disputes with respect to the Plan that may
arise involving Participants, Beneficiaries or alternate payees shall be referred to the Committee
and its decisions shall be final, conclusive, and binding. All findings of fact, interpretations,
determinations, and decisions of the Committee in respect of any matter or question arising under
the Plan shall be final, conclusive, and binding upon all persons, including, without limitation,
Employees, Participants, Beneficiaries, alternate payees, and any and all other persons having, or
claiming to have, any interest in or under the Plan. The decisions of the Committee shall be given
the maximum possible deference allowed by law.




8.7 Compensation, Indemnity and Liability



Committee members shall serve without compensation for services hereunder. All expenses of the
Committee shall be paid by the Employers. No member of the Committee shall be liable for any act or
omission of any other member of the Committee, or for any act or omission on his own part, except
with regard to his or her own willful misconduct. The Employers shall indemnify and hold harmless
the Committee and each member thereof against any and all expenses and liabilities, including
reasonable legal fees and expenses, arising out of his or membership on the Committee, excepting
only expenses and liabilities arising out of his own willful misconduct.




8.8 Notice of Address



Each person entitled to benefits from the Plan must file with the Committee or its agent, in
writing, his or her post office address and each change of post office address. Any communication,
statement, or notice addressed to such a person at his or her latest reported post office address
will be binding for all purposes of the Plan, and neither the Committee nor the Company shall be
obliged to search for or ascertain such person’s whereabouts.





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8.9 Data



All persons entitled to benefits from the Plan must furnish to the Company such documents,
evidence, or information, including information concerning marital status, as the Company considers
necessary or desirable for the purpose of administering the Plan.




8.10 Benefit Claims Procedures



This section 8.10 shall be subject to, and shall apply to the extent required under, Department of
Labor Regulations section 2560.503-1 (relating to the requirements of claims procedures). All
decisions made under the procedures described in this section shall be final and there shall be no
further right of appeal.





	(a)	 	No lawsuit may be initiated by any person before fully pursuing the procedures set forth in
this Plan section, including the appeal permitted under subsection (d).The right of a
Participant, Beneficiary, alternate payee, or any other person entitled to claim a benefit
under the Plan shall be determined by the Committee; provided, however, that the Committee may
delegate its responsibility to any person. All persons entitled to claim a benefit under the
Plan shall be referred to as a “Claimant” for purpose of this section 8.10. The term
“Claimant” shall also include, where appropriate to the context, any person authorized to
represent the Claimant under procedures established by the Committee.






	 	(1)	 	The Claimant may file a claim for benefits by written notice to the Committee.
	 
	 	(2)	 	Any such claim shall be filed with the Committee no later than 18 months after
the date that a transaction occurred, or should have occurred, with respect to a
Claimant’s benefits under the Plan. The Committee in its sole discretion shall determine
whether this limitation period has been exceeded.






	(b)	 	If a claim for benefits is wholly or partially denied, the Committee shall, within a
reasonable period of time, but no later than 90 days after receipt of the claim, notify the
Claimant of the denial of benefits. In the case of a claim, if special circumstances justify
extending the period up to an additional 90 days, the Claimant shall be given written notice
of this extension within the initial 90-day period, and such notice shall set forth the
special circumstances and the date on which a decision is expected.
	 
	(c)	 	A notice of denial:






	 	(1)	 	shall be written in a manner calculated to be understood by the Claimant; and
	 
	 	(2)	 	shall contain:






	 	(A)	 	the specific reasons for denial of the claim;
	 
	 	(B)	 	specific reference to the Plan provisions on which the denial is
based;





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	 	(C)	 	a description of any additional material or information necessary for
the Claimant to perfect the claim, along with an explanation as to why such
material or information is necessary; and
	 
	 	(D)	 	an explanation of the Plan’s claim review procedures and the time
limits applicable to such procedures, including a statement of the Claimant’s
right to bring a civil action under ERISA section 502(a) following an adverse
determination on review.






	(d)	 	Within 60 days of the receipt by the Claimant of the written denial of his or her claim or,
if the claim has not been granted, within a reasonable period of time (which shall not be less
than the applicable time period specified in subsection (b)), the Claimant may file a written
request with the Committee that it conduct a full review of the denial of the claim. In
connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copies
of all documents, records and other information relevant to the Claimant’s claim for benefits,
but not including any document, record or information that is subject to any attorney-client
or work-product privilege or whose disclosure would violate the privacy rights or expectations
of any person other than the Claimant. The Claimant may submit issues and comments in writing
and may submit written comments, documents, records, and other information relating to the
claim for benefits. All comments, documents, records, and other information submitted by the
Claimant shall be taken into account in the appeal without regard to whether such information
was submitted or considered in the initial benefit determination.
	 
	(e)	 	The Committee shall deliver to the Claimant a written decision on the claim promptly, but no
later than 60 days after the receipt of the Claimant’s request for such review, unless special
circumstances exist that justify extending this period up to an additional 60 days. If the
period is extended, the Claimant shall be given written notice of this extension during the
initial 60-day period and such notice shall set forth the special circumstances and the date a
decision is expected. The decision on review of the denial of the claim shall:






	 	(1)	 	be written in a manner calculated to be understood by the Claimant;
	 
	 	(2)	 	include specific reasons for the decision;
	 
	 	(3)	 	contain specific references to the Plan provisions on which the decision is
based;
	 
	 	(4)	 	contain a statement that the Claimant is entitled to receive, upon request and
free of charge, reasonable access to, and other information relevant to the Claimant’s
claim for benefits; and
	 
	 	(5)	 	contain a statement of the Claimant’s right to bring a civil action under ERISA
section 502(a) following an adverse determination on review.





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Article 9.Amendment and Termination




9.1 Amendments



The Company must necessarily and does hereby reserve the right to amend or modify the Plan at any
time by action of the Executive Compensation Committee of the Board. Any amendment shall be in
writing and executed by a duly authorized officer of the Company or a member of the Executive
Compensation Committee of the Board. However, no amendment will be permitted which would have the
effect of reducing or eliminating any benefits earned by a Participant (including both vested and
nonvested benefits) under the Plan as of the later of the date on which the amendment is adopted or
the date on which the amendment is effective.




9.2 Termination and Liquidation of Plan



The Company, through action of the Executive Compensation Committee of the Board, reserves the
right to terminate and liquidate the Plan, or any portions of the Plan, at any time, for any reason
provided such action does not result in the assessment of additional tax and/or interest under Code
section 409A. Any such action shall be taken by such committee in the form of a written Plan
amendment executed by a duly authorized officer of the Company or a member of the Executive
Compensation Committee of the Board. However, no action taken under this section 9.2 shall have the
effect of decreasing the level of benefits which a Participant would be entitled to receive under
the Plan if he or she incurred a Separation from Service with the Company and all Affiliates on the
later of:





	(a)	 	The date the resolution to terminate and discontinue the Plan is adopted, or
	 
	(b)	 	The date the resolution to terminate and discontinue the Plan is effective.




If the Plan (or portion of the Plan) is terminated under this section 9.2, all Plan benefits
affected by such termination that are earned as of the effective date of such termination shall be
treated as fully vested and nonforfeitable and shall be distributed in a single sum as of any date
(as determined by the Committee) that would not result in the assessment of additional tax and/or
interest under Code section 409A.




9.3 Successors



In case of the merger, consolidation, liquidation, dissolution or reorganization of an Employer, or
the sale by an Employer of all or substantially all of its assets, provision may be made by written
agreement between the Company and any successor corporation acquiring or receiving a substantial
part of the Employer’s assets, whereby the Plan shall be continued by the successor. If the Plan is
to be continued by the successor, then effective as of the date of the reorganization or transfer,
the successor corporation shall be substituted for the Employer under the Plan. To the extent
applicable, such written agreement may also specify no later than the closing date of an asset
purchase transaction, whether Employees covered by the transaction shall incur a Separation from
Service. The substitution of a successor corporation for an Employer shall not in any way be
considered a termination of the Plan.





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9.4 Prohibition on Changes Due to Code Section 409A



Notwithstanding the foregoing, the Plan may not be amended or terminated in any manner that would
result in the assessment of additional taxes under Code section 409A, as determined by the
Executive Compensation Committee of the Board in its sole discretion and in accordance with the
advice of counsel.




9.5 Employer Participation and Termination



The Board or, if authorized by the Board, the Committee may designate any Affiliate as an Employer
under this Plan. The Affiliate shall become an Employer and a party to this Plan upon acceptance of
such designation effective as of the date specified by the Board or Committee.





	(a)	 	Conditions of Participation. By accepting such designation or continuing as a party to the
Plan, each Employer acknowledges that:






	 	(1)	 	It is bound by such terms and conditions relating to the Plan as the Company or
the Committee may reasonably require;
	 
	 	(2)	 	It has authorized the Company and the Committee to act on its behalf with respect
to Employer matters pertaining to the Plan; and
	 
	 	(3)	 	It shall cooperate fully with the Plan officials and their agents by providing
such information and taking such other actions, as they deem appropriate for the
efficient administration of the Plan.






	(b)	 	Withdrawal by Affiliate. Subject to the concurrence of the Board or Committee, any Affiliate
may withdraw from the Plan, and end its status as an Employer hereunder, by communicating in
writing to the Committee its desire to withdraw. The withdrawal shall be effective as of the
date agreed to by Board or Committee, as the case may be, and the Affiliate. Upon such
withdrawal, the Plan shall not be terminated with respect to such Affiliate until all Plan
benefits have been distributed to Participants affected by such termination in accordance with
other provisions of this Plan.
	 
	(c)	 	Termination by Company. The Company, acting through the Board or, if authorized by the Board,
the Committee, reserves the right, in its sole discretion and at any time, to terminate the
participation in this Plan of any Employer. Such termination shall be effective immediately
upon the notice of such termination from the Company and the Employer being terminated,
whichever occurs first, or such later effective date agreed to by the Company. Upon such
termination, this Plan shall not be terminated with respect to such Affiliate until all Plan
benefits have been distributed to Participants affected by such termination in accordance with
other provisions of this Plan.





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Article 10. Miscellaneous Provisions




10.1 Taxation



It is the intention of the Company that the benefits payable hereunder shall not be deductible by
the Employers nor taxable for federal income tax purposes to Participants or Beneficiaries until
such benefits are paid by the Employers to such Participants or Beneficiaries. Without limiting the
foregoing, it is intended that the Plan meet the requirements of Code section 409A and the
Committee shall use its reasonable best efforts to interpret and administer the Plan in accordance
with such requirements. When benefits are paid hereunder, it is the intention of the Company that
they shall be deductible by the Employers under Code section 162.




10.2 Withholding on Distributions



All distributions shall be net of any applicable federal, state, or local income or employment
taxes or any other amounts required to be withheld by law. In addition, the Company or any
Affiliate may withhold from a Participant’s currently payable salary, bonus, or other compensation
any applicable federal, state, or local income or employment taxes that may be due upon accruing
benefits under the Plan.




10.3 Benefit Cash-out





	(a)	 	Cash-Out of Retirement Benefits.






	 	(1)	 	If the Actuarial Equivalent lump sum value of the benefits a Participant is
entitled to under Article 3, Article 4, Article 7, and all other “nonaccount balance
plans” of the Company and its Affiliates does not exceed the Code section 402(g)(1)(B)
limit as of a date certain, the Committee may, in its sole discretion, distribute all
such benefits under Article 3, Article 4, and Article 7 to the Participant in a single
lump sum payment if all of the Participant’s other nonaccount balance plan benefits are
also paid in a single lump sum payment as of the same date. To the extent that a
distribution is being made under this section 10.3(a)(1) on account of a Participant’s
Separation from Service (for reasons other than the Participant’s death), and such
Participant is a Key Employee upon his or her Separation from Service, the single lump
sum payment described in this section 10.3(a)(1) shall not be paid before the end of the
six-month period following the Participant’s Separation from Service.
	 
	 	(2)	 	If the benefits a Participant is entitled to under Article 5, Article 6, and all
other “account balance plans” of the Company and its Affiliates does not exceed the
Code section 402(g)(1)(B) limit as of a date certain, the Committee may, in its sole
discretion, distribute all such benefits under Article 5 and Article 6 to the
Participant in a single lump sum payment if all of the Participant’s other account
balance plan benefits are also paid in a single lump sum payment as of the same date. To
the extent that a distribution is being made under this section 10.3(a)(2) on account of
a Participant’s Separation from Service (for reasons other than the





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	 	 	 	Participant’s death), and such Participant is a Key Employee upon his or her Separation
from Service, the single lump sum payment described in this section 10.3(a)(2) shall
not be paid before the end of the six-month period following the Participant’s
Separation from Service.






	(b)	 	Cash-Out of Pre-Retirement Death Benefits. If the Actuarial Equivalent lump sum value of all
preretirement death benefits that become payable to a Participant’s surviving spouse under
Article 3, Article 4, and all other “nonaccount balance plans” of the Company and all
Affiliates does not exceed the Code section 402(g)(1)(B) limit as of a date certain, the
Committee may, in its sole discretion, distribute to the surviving spouse in a single lump sum
payment all preretirement death benefits to which he or she is entitled to under Article 3 and
Article 4 if all of such surviving spouse’s other nonaccount balance plan benefits are also
paid in a single lump sum payment as of the same date.
	 
	(c)	 	Definitions.






	 	(1)	 	For purposes of this section 10.3, a “nonaccount balance plan” is a plan that
meets the requirements of Treasury Regulation section 1.409A-1(c)(2)(i)(C) and which
must be aggregated with this Plan under this regulation.
	 
	 	(2)	 	For purposes of this section 10.3, an “account balance plan” is a plan that meets
the requirements of Treasury Regulation section 1.409A-1(c)(2)(i)(A) and which must be
aggregated with this Plan under this regulation.





10.4 Permissible Delays or Accelerations



If the Committee determines that a delay or an acceleration of a Participant’s Plan benefits
complies with the requirements under Code section 409A (e.g., a delay to comply with Code
section 162(m) or an acceleration to pay employment taxes), the Committee may either delay or
accelerate the payment of a Participant’s Plan benefit in accordance with the terms of Code
section 409A in its sole discretion as it deems advisable.




10.5 No Enlargement of Employment Rights



This Plan is strictly a voluntary undertaking on the part of the Company and the Employers and
shall not be deemed to constitute a contract between the Employers and any Employee or Participant,
Beneficiary, or alternate payee, or to be consideration for, or an inducement to, or a condition
of, the employment of any Employee. Nothing contained in this Plan or any modification of the same
or act done in pursuance hereof shall be construed as giving any person any legal or equitable
right against the Employer, unless specifically provided herein, or as giving any person a right to
be retained in the employ of the Employer. All Participants shall remain subject to assignment,
reassignment, promotion, transfer, layoff, reduction, suspension, and discharge to the same extent
as if this Plan had never been established.





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10.6 Non-Alienation





	(a)	 	Except as otherwise permitted by the Plan, no benefit payable at any time under the Plan
shall be subject to the debts or liabilities of a Participant or his or her Beneficiary. Any
attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such benefit,
whether presently or thereafter payable, shall be void. Except as provided in this Plan
section, no benefit under the Plan shall be subject in any manner to attachment, garnishment,
or encumbrance of any kind.
	 
	(b)	 	Payment may be made from a Participant’s Plan benefits to an alternate payee pursuant to a
domestic relations order.






	 	(1)	 	The Committee shall establish reasonable written procedures for reviewing court
orders pursuant to state domestic relations law (including a community property law),
relating to child support, alimony payments, or marital property rights of a spouse,
former spouse, child, or other dependent of a Participant and for notifying Participants
and alternate payees of the receipt of such orders and of the Plan’s procedures for
determining if the orders are domestic relations orders and for administering
distributions under domestic relations orders.
	 
	 	(2)	 	Except as may otherwise be required by applicable law, such domestic relations
orders may not require a retroactive transfer of all or part of a Participant’s Plan
benefits.





10.7 Code Section 409A Aggregation Rules



The Company has the authority to provide to any individual or individuals selected by the Company
or Committee benefits under the Plan or under a separate agreement, method, program or other
arrangement. To the extent that any such separate agreement, method or arrangement constitutes an
“account balance plan” (as defined in section 10.3(c)(2)), it shall be aggregated with the benefits
provided under Articles 5 and 6 to the extent required by Code section 409A. To the extent that any
such separate agreement, method or arrangement constitutes a “nonaccount balance plan” (as defined
in section 10.3(c)(1)), it shall be aggregated with the benefits provided under Articles 3, 4, and
7 to the extent required by Code section 409A.




10.8 No Examination or Accounting



Neither this Plan nor any action taken thereunder shall be construed as giving any person the right
to an accounting or to examine the books or affairs of the Company or any Affiliate.




10.9 Incompetency



Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be
mentally competent and of age until the date on which the Committee receives a written notice, in a
form and manner acceptable to the Committee, that such person is incompetent or a minor, for whom a
guardian or other person legally vested with the care of his or her person or estate has been
appointed. However, if the Committee finds that any person to whom a benefit is payable under the
Plan is unable to care for his or her affairs because of



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incompetency, or is a minor, any payment due (unless a prior claim therefore shall have been made
by a duly appointed legal representative) may be paid instead to the guardian of such person or to
the person having custody of such person, without further liability on the part of an Employer for
the amount of such payment to the person on whose account such payment is made.




10.10 Records Conclusive



The records of the Company, Employer and the Committee shall be conclusive in respect to all
matters involved in the administration of the Plan.




10.11 Service of Legal Process



The members of the Committee and the Secretary of the Company are hereby designated agents of the
Plan for the purpose of receiving service of summons, subpoena, or other legal process.




10.12 Qualified Military Service



Notwithstanding any provision of this Plan to the contrary, benefits and service credits with
respect to qualified military service shall be provided in accordance with Code section 414(u).




10.13 Counterparts



This Plan may be executed in any number of counterparts, each of which shall be deemed to be an
original. All the counterparts shall constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart.




***************************************





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In Witness Whereof, the authorized officer of the Company has signed this document and has affixed
the corporate seal on                                         , 2008, but effective as of January 1, 2008.



	 	 	 	 	 	 	 	 	 
	 	 	Sonoco Products Company	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Its	 	 	 	 
	 

	 	 	 	 	 	 

	 	 







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