exv10w3






Exhibit 10.3




VF EXECUTIVE DEFERRED SAVINGS PLAN II

(Adopted January 1, 2005 and amended and restated effective January 1, 2009)




     Prior to 2005, VF Corporation maintained the VF Executive Deferred Savings Plan (the “Old
EDSP”). In response to the addition of section 409A to the Internal Revenue Code of 1986, as
amended (the “Code”), VF Corporation ceased participation in the Old EDSP effective December 31,
2004 and adopted the VF Executive Deferred Savings Plan II (the “Plan”) effective January 1, 2005
which served as an interim plan until necessary revisions, effective January 1, 2009, could be made
to bring the Plan into documentary compliance with Code section 409A. The Old EDSP shall continue
to hold those vested accounts under the Old Plan as of December 31, 2004.



     The Plan permits senior executive employees, who are among a select group of management or
highly-compensated employees of VF Corporation or a Participating Employer, to defer compensation
and be credited with matching deferrals in a manner similar to that offered to other VF Corporation
employees who participate in the VF Corporation Retirement Savings Plan for Salaried Employees (the
“Savings Plan”). Those employees who are eligible to participate in this Plan are not eligible to
participate in the Savings Plan. In addition, this Plan also provides an additional benefit (i.e.,
Company Retirement Deferrals) for any eligible employee who begins employment with VF Corporation
or a Participating Employer on or after January 1, 2005 (or, earlier, if determined by the VF
Corporation Pension Plan Committee) and who is not eligible to participate in the VF Corporation
Pension Plan.



     The intention of VF Corporation is that the Plan be at all times maintained on an unfunded
basis for federal income tax purposes, administered as a “top hat” plan exempt from the substantive
requirements of the Employee Retirement Income Security Act of 1974, as amended, and operated in
accordance with the requirements of section 409A of the Code.


SECTION I

DEFINITIONS



     Unless otherwise required by the context, the terms used herein shall have the meanings as set
forth below:



     1. “Accrued Benefit” means the sum of a Participant’s Basic Deferrals and the vested portion
of the Participating Employer’s Matching Deferrals and Company Retirement Deferrals. A
Participant’s Accrued Benefit shall also include any Matching Deferrals that, as of December 31,
2004, were not vested under the Old EDSP.



     2. “Basic Deferral” means that portion of a Participant’s Earnings elected to be deferred
under the terms of this Plan.



 









 





     3. “Beneficiary” means the individual or entity named pursuant to the Plan to receive benefit
payments hereunder in the event of the death of the Participant. In the case of any Participant
who also was a participant in the Old EDSP, such Participant’s Beneficiary under this Plan shall be
the same Beneficiary designated by the Participant under the Old EDSP unless and until a different
Beneficiary is otherwise designated.



     4. “Change of Control” means, for purposes of vesting under Article III, the same as it does
in the Company’s change of control agreements with its senior management in place at the relevant
time; provided, however, that if there is ever a time that the Company no longer has any such
agreements in place with its senior management, then the Committee shall determine the meaning of
“Change of Control.” Notwithstanding the foregoing, for purposes of benefit entitlement under
Article VI and payment rights under Article VII, when used in connection with a Participating
Employer (including the Company), “Change of Control” means the same as “change in the ownership or
effective control of a corporation” under Code section 409A.



     5. “Code Section 409A” means, collectively, Section 409A of the Code and any Treasury
regulations and guidance issued thereunder.



     6. “Committee” means the VF Corporation Pension Plan Committee, as appointed from time to time
by the Board of Directors of the Company. In the event the Committee has delegated an authority or
responsibility under this Plan in accordance with subsection 3 of Section X, the term “Committee”
where used herein shall be deemed to refer to the applicable delegate.



     7. “Company” means VF Corporation, a Pennsylvania corporation.



     8. “Company Controlled Group” shall include the Company and each related company or business
which is part of the same controlled group under Code sections 414(b) or 414(c); provided that in
applying Code section 1563(a)(1) — (a)(3) for purposes of determining a controlled group of
corporations under Code section 414(b) and in applying Treasury Regulation section 1.414(c)-2 for
purposes of determining whether trades or businesses are under common control under Code section
414(c), the phrase “at least 50 percent” is used instead of “at least 80 percent.”



     9. “Company Retirement Deferral” means the additional deferral amount credited to a
Participant by a Participating Employer under the terms of Subsection 3 of Section III of this
Plan.



     10. “Deferrals” means, collectively, a Participant’s Basic, Matching, and Company Retirement
Deferrals under the Plan (and, unless specified otherwise, shall include any gains or losses
attributable thereto).



     11. “Earnings” means the Participant’s total compensation, including any salary and any cash
bonus payments made to a Participant by a Participating Employer in the relevant year under a
Participating Employer’s performance-based incentive compensation plans.



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For purposes of the Plan, Earnings shall be determined without regard to any salary or bonus
deferrals or reductions which may be made by a Participant pursuant to section 401(k) or section
125 of the Code. However, Earnings shall not include any reimbursement for expenses paid to a
Participant by a Participating Employer nor shall it include any payments or contributions made by
a Participating Employer to a plan or arrangement, on behalf of a Participant, which results in
imputed income to the Participant for federal income tax purposes. In the discretion of the
Committee, a Participant’s deferral election may identify additional forms of compensation to be
included in or excluded from the Participant’s Earnings.




     12. “Excess Earnings” means:



          (a) Earnings received by a Participant during a Plan Year in excess of the annual compensation
limit described in section 401(a)(17) of the Code (as adjusted by the Secretary of the Treasury);
and




          (b) Earnings not described in (a) above with respect to which the Participant did not receive
an allocation of Company Retirement Contributions under the Savings Plan because such Earnings
were deferred as Basic Deferrals under this Plan.




     13. “Initial Eligibility Date” means the earliest date on which a newly eligible employee may
participate in the Plan. The Initial Eligibility Date shall be established by the Committee and
may not be earlier than the date the employee is notified, in writing, by the Participating
Employer of the material terms of the Plan.



     14. “Matching Deferral” means the additional deferral amount credited to a Participant by a
Participating Employer under the terms of Subsection 2 of Section III of this Plan. In addition,
the term “Matching Deferral” shall include any Matching Deferrals (and any gains and losses
credited thereon) that, as of December 31, 2004, were not vested under the Old EDSP.



     15. “Old EDSP” means the VF Executive Deferred Savings Plan, as it may be amended from time to
time.



     16. “Participant” means an eligible employee who participates in this Plan in accordance with
its provisions.



     17. “Participating Employer” means the Company and each related company or business within the
Company Controlled Group the eligible employees of which are designated by the Committee to
participate in this Plan with respect to Basic and Matching Deferrals and/or Company Retirement
Deferrals.



     18. “Performance-Based Compensation” shall have the meaning as set forth under Code section
409A.



     19. “Plan” means the VF Executive Deferred Savings Plan II as it may be amended subsequently
from time to time.



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     20. “Plan Year” means the calendar year.



     21. “Service” means the sum of (i) the vesting service, if any, the Participant accrued, or
such service as is recognized for the Participant, under the VF Corporation Retirement Savings Plan
for Salaried Employees as of the date the Participant commences participation in this Plan (or, if
earlier, the date the Participant commenced participation in the Old EDSP), (ii) service, if any,
while eligible to participate under the Old EDSP, and (iii) service while eligible to participate
under this Plan. An employee shall be credited with Service under (iii) hereof for each calendar
month during which he or she performs services while eligible to participate in this Plan
determined, for these purposes, without regard to any period of suspension attributable to a
hardship withdrawal under Section VIII. Service shall also include the following periods:



          (a) Any leave of absence from employment which is authorized by the Participating Employer;




          (b) Any period of military service in the Armed Forces of the United States required to be
credited by law; provided, however, that the Participant returns to the employment of a
Participating Employer within the period his or her re-employment rights are protected by law; and




          (c) Service with any entity or enterprise related to the Company if, and to the extent that,
the Committee determines that such service should be counted.




     22. “Severance from Service” shall have the same meaning as the term “separation from service”
as set forth under Code section 409A. Notwithstanding the foregoing, a Severance from Service does
not occur if a Participant is transferred to another Participating Employer or any member of the
Company Controlled Group.



     23. “Social Security Wage Base” means the applicable dollar amount for the Plan Year of the
contribution and benefit base as determined under section 230 of the Social Security Act.



     24. “Specified Employee” means as of any given date, the one-hundred (100) highest compensated
employees as of the end of the preceding Plan Year; provided that the group of one-hundred (100)
employees shall include at least fifty (50) officers, and provided further that such group of
employees and officers shall be determined from a listing of same drawn from the Company Controlled
Group, and complied as of the end of such preceding Plan Year.



     25. “Spouse” means the person to whom the Participant is legally married at the time relevant
to any determination under the Plan.



     26. “Total Disability” means a physical or mental impairment that qualifies a Participant for
disability benefits under a long-term disability benefits plan maintained by a Participant’s
Participating Employer and/or eligibility for disability benefits under the Social



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Security Act; provided that such impairment would also qualify as a “disability” as defined in
Code section 409A. All determinations of Total Disability for purposes of this Plan shall be based
on the fact that the Participant is in receipt of disability payments under either or both the
above-referenced disability benefits plans.



SECTION II

ELIGIBILITY



     1. Requirements. An individual shall be eligible to elect to contribute Basic
Deferrals and be credited with Matching Deferrals if he or she is working for a Participating
Employer in a capacity classified by the Participating Employer as that of an employee and, for
compensation purposes, is assigned by the Participating Employer to grade 20 (or its equivalent) or
above. An individual shall be eligible to be credited with Company Retirement Deferrals if he or
she satisfies the foregoing requirements and satisfies the requirements of Subsection 3(a) of
Section III. An employee shall be eligible to participate only if the employee is so notified, in
writing, by the Participating Employer of the material terms of the Plan and the employee’s Initial
Eligibility Date.



     2. Participation. Participation in this Plan by an eligible employee is voluntary
with respect to the right to elect to contribute Basic Deferrals and be credited with Matching
Deferrals but is mandatory with respect to Company Retirement Deferrals.



     3. Termination of Participation. In the event that a Participant ceases to be an
eligible employee, the Participant’s Basic Deferral election shall remain in effect through the end
of the Plan Year in which the Participant remains employed but has ceased to be an eligible
employee (and such Participant shall remain eligible to be credited with Company Retirement
Deferrals during such period), and thereafter, the Participant shall make no further Basic
Deferrals (or be credited with Company Retirement Deferrals) unless and until the Participant
again becomes an eligible employee.


SECTION III

DEFERRALS



     1. Basic Deferrals.



          (a) Election. A Participant may elect to defer any portion of his or her Earnings
(“Basic Deferral”) by directing his or her Participating Employer to reduce his or her Earnings by
an amount authorized by the Participant in the form and manner designated by the Committee
provided, however, that a Participant may not elect to defer an amount under this Plan that, when
aggregated with any similar amount deferred under any other nonqualified deferred compensation plan
maintained by the Company would either (A) with regard to annual salary, result in a reduction of
his or her annual salary below the lesser of: (1) the Social



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Security Wage Base, or (2) fifty percent (50%) of annual salary, or (B) with regard to
bonuses, exceed one hundred percent (100%) of any cash bonus payment that qualifies as Earnings;
provided the following requirements are met:




               (i) With respect to deferrals of a Participant’s Earnings other than Performance-Based
Compensation, a Participant’s Basic Deferral Election shall be made no later than the December
immediately preceding the Plan Year to which the election relates;



               (ii) With respect to deferrals of Performance-Based Compensation, a Participant’s Basic
Deferral Election shall be made no later than six (6) months preceding the end of the performance
period to which the Performance-Based Compensation relates;



               (iii) Notwithstanding the foregoing, with respect to an individual who is first eligible to
participate in the Plan, such individual may submit a Basic Deferral Election within the first
thirty (30) days after the individual’s Initial Eligibility Date with respect to: (A) salary to be
paid for services to be performed after the Basic Deferral Election is submitted, and (B)
Performance-Based Compensation, if so permitted by the Committee at the time, provided that such
election shall be prorated in accordance with Code section 409A; and



               (iv) In the event a Participant is on a bona fide leave of absence with the Participating
Employer’s consent, or in military service in conformity with the Participating Employer’s
policies, such Participant’s Basic Deferrals shall continue if Earnings are being continued by the
Participating Employer.



          (b) Vesting. A Participant shall have a nonforfeitable right to his or her Basic
Deferrals.




          (c) Change of Election. The percentage or amount of Earnings designated by a
Participant as a Basic Deferral for any given Plan Year shall continue in effect for such Plan
Year, notwithstanding any change in Earnings.




          (d) Manner of Deferral. A Participant’s Basic Deferrals may be taken from the
Participant’s Earnings ratably during the applicable Plan Year or in any other manner determined by
the Committee; provided that such Basic Deferrals during the Plan Year, in the aggregate, reflect
the Participant’s Basic Deferral Election in accordance with Code section 409A.




          (e) Hardship. In the event a Participant receives a hardship withdrawal pursuant to
Section VIII or in the event the Participant receives a hardship distribution (as defined in
Treasury Regulations section 1.401(k)-1(d)(3)) under the Company’s 401(k) plan, such Participant’s
Basic Deferral Election with respect to the Plan Year during which such hardship withdrawal under
this Plan or hardship distribution under the Company’s 401(k) plan occurs shall be cancelled in
accordance with Code section 409A. The Participant



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may submit a new Basic Deferral Election with respect to future Plan Years to the extent
permitted under this Subsection 1 of this Section III.




     2. Matching Deferrals.



          (a) Amount. The Participating Employer shall credit an additional deferral amount
(“Matching Deferral”) equal to 50% of a Participant’s Basic Deferral; provided, however, that such
Matching Deferral shall not exceed $12,500 for any given Plan Year or such other amount as the
Committee shall approve from time to time.




          (b) Vesting. A Participant shall become vested in his or her Matching Deferrals at
the rate of one-sixtieth (1/60th) per month of Service. Notwithstanding the foregoing, a
Participant shall become 100% vested in his or her Matching Deferrals if, prior to his or her
Severance from Service the Participant attains age sixty-five (65), incurs a Total Disability,
dies, or a Change of Control of the Company occurs.




          (c) Forfeitures. A Participant shall forfeit, upon his or her Severance from Service
prior to becoming vested in accordance with Subsection 2(b) of this Section III, any right to
Matching Deferrals in which he or she is not vested.




     3. Company Retirement Deferrals.



          (a) Amount. A Participating Employer shall credit an additional deferral amount
(“Company Retirement Deferral”) equal to the percentage of the Excess Earnings of each eligible
Participant employed by such Participating Employer in accordance with the following schedule:




	 	 	 	 	 
	Years of Service	 	Percentage of Excess Earnings
	Less than 10
	 	 	2	%
	10, but less than 15
	 	 	3	%
	15, but less than 20
	 	 	4	%
	20 or more
	 	 	5	%






          A Participant shall be eligible for Company Retirement Deferrals under the Plan only if he or
she began employment with the Participating Employer on or after January 1, 2005 (or earlier, if
determined by the Committee) and is either not covered by the VF Corporation Pension Plan or not
eligible to actively participate in the VF Corporation Pension Plan. For purposes of the above
schedule, the term “Years of Service” shall mean each 12-month period of Service accrued by the
Participant after December 31, 2004, unless otherwise determined by the Committee.




          (b) Vesting. A Participant shall become vested in his or her Company Retirement
Deferrals at the rate of one-sixtieth (1/60th) per month of Service. Notwithstanding the
foregoing, a Participant shall become 100% vested in his or her Company Retirement



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Deferrals if, prior to his or her Severance from Service, the Participant attains age
sixty-five (65), incurs a Total Disability, dies, or a Change of Control of the Company occurs.




          (c) Forfeitures. A Participant shall forfeit upon his or her Severance from Service
prior to becoming vested in accordance with Subsection 3(b) of this Section III, any right to
Company Retirement Deferrals in which he or she is not vested.



SECTION IV

INVESTMENT



     1. Investment Election. A Participant may elect, pursuant to procedures established
by the Committee and subject to applicable limitations herein, that his or her Basic, Matching, and
Company Retirement Deferrals be credited with gains and losses as if such Deferrals had been
invested (in increments of at least one percent (1%)) in one or more of the investment funds
offered under the Plan, as may be determined by the Committee from time to time; provided, however,
that a Participant may not elect to have any Company Retirement Deferrals credited with gains and
losses as if such amounts had been invested in a fund composed of common stock of the Company (the
“VF Corporation Stock Fund”).



     2. Change of Investment Election. A Participant may elect, pursuant to procedures
established by the Committee and subject to applicable limitations herein, a change with respect to
his or her previously-made investment election.



     3. Special Rule for Certain Participants Who Invest in the VF Corporation Stock Fund.
If a Participant who is either a director or officer of the Company or otherwise subject to Section
16 of the Securities Exchange Act of 1934 (the “Exchange Act”) has Basic or Matching Deferrals
which, under this Plan, are credited with gains and losses as if invested in the VF Corporation
Stock Fund, then such amounts shall continue to be so credited until such Participant’s Severance
from Service, Total Disability, or death, and, prior thereto, shall not be available for hardship
withdrawal pursuant to Section VIII except as provided therein. Any Participant who becomes
subject to this limitation by reason of being appointed a director or officer of the Company or to
such other position subject to Section 16 of the Exchange Act may elect, in accordance Subsection
2, that any portion of his or her prior Deferrals that had been previously credited with gains and
losses as if invested in the VF Corporation Stock Fund be changed to a different fund or funds
under this Plan; provided, however, that such election is made and such change is implemented prior
to the date of such appointment. For purposes of this Subsection 3, the term “officer” shall have
the same meaning as that term is defined in Rule 16a-1(f) under the Exchange Act.



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SECTION V

RECORDS




     The Committee shall create and maintain, or may direct a third party to create and maintain,
adequate records, in book entry form, for each Participant of Basic, Matching, and Company
Retirement Deferrals. Each Participant shall, to the extent permitted by the Committee, have
electronic access to the status of his or her account balance and vested percentage.


SECTION VI

PLAN BENEFITS



     1. Severance from Service. Upon a Participant’s Severance from Service, he or she
shall be entitled to his or her Accrued Benefit payable in accordance with Section VII.



     2. Death. In the event of the death of a Participant prior to Severance from Service,
the Participant’s Beneficiary shall be entitled to a benefit equal to the Participant’s Accrued
Benefit payable in accordance with Section VII. In the event of the death of a Participant after a
Severance from Service, the Participant’s Beneficiary shall be entitled to that part, if any, of
the Participant’s Accrued Benefit which has not yet been paid to the Participant payable in
accordance with Section VII.



     3. Total Disability. In the event a Participant incurs a Total Disability prior to
Severance from Service, the Participant shall be entitled to his or her Accrued Benefit payable in
accordance with Section VII.



     4. Change of Control. In the event a Participant’s Participating Employer undergoes a
Change of Control prior to a Participant’s Severance from Service, the Participant shall be
entitled to his or her Accrued Benefit payable in accordance with Section VII.



     5. Beneficiary. Each Participant may designate a Beneficiary (along with alternate
beneficiaries) to whom, in the event of the Participant’s death, any benefit is payable hereunder.
Each Participant has the right to change any designation of Beneficiary and such change
automatically revokes any prior designation. A designation or change of Beneficiary must be in
writing on forms supplied by the Committee and any change of Beneficiary shall not become effective
until filed with the Committee; provided, however, that the Committee shall not recognize the
validity of any designation received after the death of the Participant. The interest of any
Beneficiary who dies before the Participant shall terminate unless otherwise provided. If a
Beneficiary is not validly designated, or is not living or cannot be found at the date of payment,
any amount payable pursuant to this Plan shall be paid to the Spouse of the Participant if living
at the time of payment, otherwise in equal shares to such of the children of the Participant as may
be living at the time of payment; provided, however, that if there is no surviving Spouse or child
at the time of payment, such payment shall be made to the estate of the Participant.



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SECTION VII

PAYMENT OF BENEFITS




     1. Normal Form. The normal form for the payment of a Participant’s Accrued Benefit
shall be a lump-sum payment in cash payable to the Participant not earlier than the first business
day of the month occurring three full calendar months following the event giving rise to the
distribution and not later than the close of the Plan Year during which such three month period
ends or any such later date as may be permitted under Code section 409A.



     2. Installments. Notwithstanding the foregoing, a Participant may elect in the form
and manner designated by the Committee, that payment of his or her Accrued Benefit be made in
annual installments over a period of not more than ten (10) years. Such election must be made to
the Committee at the same time that the Participant makes his or her Basic Deferral Election for
such Plan Year in accordance with Subsection 1 of Section III.



     3. Death.



          (a) If a Participant dies prior to a Severance from Service, his or her Accrued Benefit shall
be distributed to his or her Beneficiary in a lump-sum payment in cash in accordance with
Subsection 1 of this Section VII unless the Participant has elected an installment form of
distribution in accordance with Subsection 2 of this Section VII, in which case, distribution to
the Beneficiary shall be made in accordance with such election.




          (b) If a Participant dies after a Severance from Service, his or her Accrued Benefit shall be
distributed to his or her Beneficiary in the same form and at the same time as it would have been
paid to the Participant had he or she survived.




     4. Change of Control.



          (a) In the event of a Change of Control of a Participant’s Participating Employer (other than
the Company), his or her Accrued Benefit shall be distributed in a lump sum payment in accordance
with Subsection 1 of this Section VII unless the Participant has elected an installment form of
distribution in accordance with Subsection 2 of this Section VII, in which case, distribution to
the Participant shall be made in accordance with such election.




          (b) In the event of a Change of Control of the Company, all Accrued Benefits under the Plan
(regardless of whether or not in pay status) shall be distributed in a lump sum payment as soon as
practicable and in accordance with procedures determined by the Committee.




     5. Specified Employee Restrictions. During any period in which the stock of any
member of the Company Controlled Group is publicly traded on an established securities market, in
the event benefits become payable to a Participant who is a Specified Employee due to the
Participant’s Severance from Service, distribution of the Participant’s Accrued Benefit shall not
commence any earlier than six (6) months following the Participant’s Severance from Service. Any
payment that would have been made during such six (6) month period shall be



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retained in the Plan as part of the Participant’s Accrued Benefit (and credited with any
applicable earnings and losses) and paid as soon as administratively feasible following the end of
the six (6) month period.



SECTION VIII

HARDSHIP WITHDRAWALS



     Distribution may be made to a Participant of some or all of his or her Accrued Benefit
(excluding any Company Retirement Deferrals) in the event of an unforeseeable emergency; provided,
however, that such a distribution shall not be made to any Participant who is a director of the
Company or an officer as defined in Subsection 3 of Section IV or otherwise subject to Section 16
of the Exchange Act, from any Basic or Matching Deferrals which have been credited with gains and
losses as if invested in the VF Corporation Stock Fund unless approved by the Committee. The
Participant shall file a written request with the Committee, and the Committee shall determine in
its sole discretion, if an unforeseeable emergency exists, based on the facts of each case. For
this purpose, “unforeseeable emergency” shall have the meaning as set forth under Code section
409A.


SECTION IX

FUNDING STATUS



     This Plan is unfunded. All obligations hereunder shall constitute an unsecured promise of the
Company to pay a Participant’s benefit out of the general assets of the Company, subject to all of
the terms and conditions of the Plan, as amended from time to time, and applicable law. A
Participant shall have no greater right to benefits provided hereunder than that of any unsecured
general creditor of the Company.


SECTION X

ADMINISTRATION



     1. Powers and Responsibilities. The Plan shall be administered by the Committee which
shall have the following powers and responsibilities.



          (a) to amend the Plan;




          (b) to terminate the Plan;




          (c) to construe the Plan, make factual determinations, decide all benefit requests made by a
Participant or any other person, correct defects, and take any and all similar actions considered
by the Committee to be necessary to administer the Plan, with any such determinations under or
interpretations of the Plan made in good faith by the Committee to be final and conclusive for all
purposes;




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          (d) determine the investment options which may be utilized under the Plan, including any
default option to be utilized if a Participant makes no investment request;




          (e) to designate a related company or business as a Participating Employer and to revoke such
status if, in the Committee’s discretion, such action is in the best interest of the Company; and




          (f) to take all other actions and do all other things which are considered by the Committee to
be necessary to the administration of the Plan.




     2. Actions Conclusive. The Committee shall have complete discretion in carrying out
its powers and responsibilities under the Plan, and its exercise of discretion hereunder shall be
final and conclusive.



     3. Delegation. The Committee may, in writing, delegate some or all of its powers and
responsibilities to any other person or entity.



     4. Meetings. The Committee may hold meetings upon such notice, at such time or times,
and at such place or places as it may determine. The majority of the members of the Committee at
the time in office shall constitute a quorum for the transaction of business at all meetings and a
majority vote of those present and constituting a quorum at any meeting shall be required for
action. The Committee may also act by written consent of a majority of its members.



     5. Rules of Administration. The Committee may adopt such rules for administration of
the Plan as is considered desirable, provided they do not conflict with the Plan.



     6. Agents. The Committee may retain such counsel, and actuarial, medical, accounting,
clerical and other services as it may require to carry out the provisions and purposes of the Plan.



     7. Reliance. The Committee shall be entitled to rely upon all tables, valuations,
certificates, and reports furnished by any duly appointed auditor, or actuary, upon all
certificates and reports made by any investment manager, or any duly appointed accountant, and upon
all opinions given by any duly appointed legal counsel.



     8. Liability and Indemnification. No member of the Committee shall be personally
liable by virtue of any instrument executed by the member, or on the member’s behalf, as a member
of the Committee. Neither the Company nor a Participating Employer, nor any of their respective
officers or directors, nor any member of the Committee, shall be personally liable for any action
or inaction with respect to any duty or responsibility imposed upon such person by the terms of the
Plan except when the same is finally judicially determined to be due to the self dealing, willful
misconduct or recklessness of such person. The Company shall indemnify and hold harmless its
officers, directors, and those of any Participating Employer, and each member of the Committee
against any and all claims, losses, damages, expenses (including attorneys’ fees and the
advancement thereof), and liability (including, in



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each case, amounts paid in settlement), arising from any action or failure to act regarding
the Plan, to the greatest extent permitted by applicable law. The foregoing right of
indemnification shall be in addition to any other rights to which any such person may be entitled.




     9. Conflict of Interest. If any Participant is a member of the Committee, he or she
shall not participate as a member of the Committee in any determination under the Plan relating
specifically to his or her Basic, Matching, or Company Retirement Deferrals.


SECTION XI

MODIFICATION AND TERMINATION



     The Committee reserves the right to terminate this Plan at any time or to modify, amend or
suspend it from time to time, such right to include, without limitation, the right to distribute
any and all Accrued Benefits following a termination of the Plan. Any such termination,
modification, amendment or suspension shall be effective at such date as the Committee may
determine and may be effective as to all Participating Employers, or as to one or more
Participating Employers, and their respective employees. The Committee shall notify all affected
Participants of any such termination, modification, amendment or suspension and, in appropriate
circumstances as determined by the Committee, shall also notify the relevant Participating
Employers. A termination, modification, amendment or suspension may affect Participants generally,
by class or individually, and may apply irrespective of whether they are past, current or future
Participants; provided, however, that any such action may not eliminate or reduce the Accrued
Benefit of any Participant as of the effective date of such action.


SECTION XII

GENERAL PROVISIONS



     1. No Employment Right. Nothing contained herein shall be deemed to give any employee
the right to be retained in the service of the Company or a Participating Employer, as applicable,
or to interfere with the rights of any such employer to discharge any employee at any time.



     2. Interest Not Assignable. It is a condition of this Plan, and all rights of each
Participant shall be subject thereto, that no right or interest of any Participant under this Plan
or in his or her credited Deferrals shall be assignable or transferable in whole or in part, either
directly or by operation of law or otherwise, including without limitation, execution, levy,
garnishment, attachment, pledge, bankruptcy, or in any other manner, subject, however, to
applicable law, but excluding devolution by death or mental incompetency, and no right or interest
of any Participant under this Plan or in his or her credited Deferrals shall be liable for or
subject to any obligation or liability of such Participant, subject, however, to applicable law.



     3. Taxes and Withholding. All Deferrals and payments under the Plan shall be subject
to such taxes and other withholdings (federal, state or local) as may be due thereon,



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and the determination of the Committee as to withholding with respect to Deferrals and
payments shall be binding upon the Participant and each Beneficiary.




     4. Sale of Assets. The sale of all or substantially all of the assets of the Company,
or a merger, consolidation or reorganization of the Company wherein the Company is not the
surviving corporation, or any other transaction which, in effect, amounts to a sale of the Company
or voting control thereof, shall not terminate this Plan or any related agreements and the
obligations created hereunder or thereby and the same shall be binding upon the successors and
assigns of the Company.



     5. Legal Incapacity. If a Participant or Beneficiary entitled to receive any benefits
hereunder is deemed by the Committee or is adjudged to be legally incapable of giving valid receipt
and discharge for such benefits, the benefits will be paid to such persons as the Committee
designates or to the duly appointed guardian.



     6. Governing Law. This Plan shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania, notwithstanding the conflict of law rules applicable
therein.



     7. Compliance with Code Section 409A. Notwithstanding any other provision of the Plan
to the contrary, the Plan shall be administered in accordance with all applicable requirements of
Code section 409A and the regulations or guidance issued with regard thereto, and any distribution,
acceleration or election feature that could result in the early inclusion in gross income shall be
deemed restricted or limited to the extent necessary to avoid such result.



[END]




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Pursuant to its authority under Sections X and XI of the Plan, as adopted effective January 1,
2005, the Committee, as evidenced by the signatures of its members below, hereby amends and
restates the Plan effective January 1, 2009 for the stated purposes set forth herein and this
amended and restated Plan shall, on and after such effective date, be applicable to all
Participating Employers and their respective employees until such time as the Committee may, in
its discretion, further amend or take any other authorized action with respect to the Plan.




APPROVED BY:




	 	 	 	 	 
	 	 	 
	 	     /s/ Candace S. Cummings
 	 
	 	Candace S. Cummings 	 
	 	 	 
	 
	 	 	 
	October 30, 2008	     /s/ Frank C. Pickard III
 	 
	 	Frank C. Pickard III 	 
	 	 	 
	 
	 	 	 
	 	     /s/ Susan L. Williams
 	 
	 	Susan L. Williams 	 
	 	 	 
	 




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