exv10w10




Exhibit
10.10



MADISON SQUARE FEDERAL SAVINGS BANK

DEFERRED COMPENSATION PLAN




Purpose



     The purpose of this Madison Square Federal Savings Bank Deferred Compensation Plan (the
“Plan”) is to provide a deferred compensation opportunity to eligible employees and members of the
Board of Directors of Madison Square Federal Savings Bank (the “Bank”). The Plan is intended to be
unfunded for tax purposes and to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended.



Article 1

Definitions




     Whenever used in this Plan, the following words and phrases shall have the meanings specified:



     Benefit Election Form means the Form attached as Exhibit 2.



     Board of Directors means the Board of Directors of the Bank.



     Change in Control means a change in control as defined in Internal Revenue Section 409A of the
Code and rules, regulations, and guidance of general application thereunder issued by the
Department of the Treasury, including a change in ownership, change in effective control or change
in ownership of a substantial portion of assets, as defined for purposes of Section 409A of the
Code.



     Code means the Internal Revenue Code of 1986, as amended, and rule, regulations and guidance
of general application issued thereunder by the Department of Treasury.



     Compensation means (i) in the case of a Participant who is a director, the total cash
compensation (including retainers and meeting fees) payable to the Participant during a Plan Year,
and, (ii) in the case of a Participant who is an employee, the employee’s base salary payable to
the employee.



     Deferral Account means the Bank’s accounting of the Participant’s accumulated Deferrals plus
accrued interest.



     Deferral Election Form means the form attached as Exhibit 1 to the Plan.



     Deferrals means the amount of Compensation that a Participant elects to defer according to the
terms of this Plan.



     Participant means (i) a member of the Board of Directors of the Bank and (ii) an employee of
the Bank who is designated by the Board of Directors as eligible to participate in the Plan by the
Board of Directors.



     Effective Date means [date].



     Plan Year means the calendar year.



     Section 409A means Section 409A of the Code and the Treasury regulations or other
authoritative guidance issued thereunder.



 









 





     Separation from Service means, in the case of an employee, the employee’s death or the
effective date of the Participant’s “separation from service” within the meaning of Section 409A,
or, in the case of a Participant who is a director, the date when the Participant ceases to be a
member of the Board of Directors for any reason whatsoever other than by reason of a leave of
absence, which is approved by the Bank.



Article 2

Deferral Election




     2.1 Timing of Election; Deferral Amount. A Participant shall make a deferral election
under the Plan by filing with the Bank a signed Deferral Election Form within the deadlines
established by the Bank, provided that, except as provided below, in no event shall such an
election be made after the last day of the Plan Year preceding the Plan Year in which the services
giving rise to the Compensation to be deferred are to be performed. A Participant may elect to
defer up to one hundred (100) percent of Compensation expected to be earned during a Plan Year.



     2.2 First Year of Eligibility; Deferral of Bonuses. Notwithstanding Section 2.1 of
the Plan, if and to the extent permitted by the Bank, in the case of the first Plan Year in which a
Participant becomes eligible to participate in the Plan, the Participant may make a deferral
election at times other than those permitted above, provided that election is made no later than
thirty (30) days after the date the Participant becomes eligible to participate in the Plan. The
election will apply only with respect to Compensation attributable to services performed after the
date the Participant makes the election.



     2.3 Election Changes. Subject to Section 4.5 of the Plan, a Participant may not change
his or her deferral election that is in effect for a Plan Year, unless permitted by the Bank in
compliance with Section 409A.



     2.4 Validity of Elections. The Bank reserves the right to determine the validity of
all deferral elections made under the Plan in accordance with the requirements of applicable law,
including Section 409A. If the Bank, in its sole discretion, determines that an election is not
valid law, the Bank may treat the deferral election as null and void, and cause the Bank to pay
Compensation to the affected Participant without regard to the Participant’s deferral election. By
way of example and not limitation, if the Bank determines that a deferral election should have been
made at a time that is earlier than the time it is actually made (even if such election would
otherwise comply with the terms of the Plan), the Bank will have the right to disregard such
election and to have the Bank pay the Compensation to the affected Participant without regard to
the Participant’s deferral election.



Article 3

Deferral Account




     3.1 Establishing and Crediting. The Bank shall establish a Deferral Account on its
books for each participating Participant and shall credit to the Deferral Account the following
amounts:




     3.1.1 Deferrals. The Compensation deferred by the Participant as of the time
the Compensation would have otherwise been paid to the Participant.




     3.1.2 Interest. Interest is to be accrued on the Deferral Account balance of
each Participant (including the Deferral Account Balance of a Participant who is receiving
installment payments pursuant to the Sections 4.1.2 or 4.2.2 of the Plan) based on the prime
rate as published in The Wall Street Journal on the last business day of the preceding Plan
Year plus one (1%) percent. The interest shall be credited beginning on the first business
day of the Plan Year, compounded monthly. The interest rate determined as of the first
business day of the Plan Year



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shall be the same rate used for the entirety of the Plan Year. The Board of the
Directors may alter the interest crediting rate formula prospectively with respect to any
future Plan Year.



     3.2 Statement of Accounts. The Bank shall provide to the Participant, within one
hundred twenty (120) days after the end of each Plan Year, a statement setting forth the Deferral
Account balance as of the end of such Plan Year.



     3.3 Accounting Device Only. The Deferral Account is solely a device for measuring
amounts to be paid under this Plan. The Deferral Account is not a trust fund of any kind. The
Participant is a general unsecured creditor of the Bank for the payment of benefits. The benefits
represent the mere promise of the Bank to pay the benefits. The Participant’s rights are not
subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by the Participant’s creditors.



Article 4

Payment of Benefits




     4.1 Separation from Service Benefit. Upon a Separation from Service for any reason,
the Bank shall pay to the Participant the benefit described in this Section 4.1 in lieu of any
other benefit under the Plan.




     4.1.1 Amount of Benefit. The benefit under this Section 4.1 is the Deferral
Account balance at the Participant’s Separation from Service.




     4.1.2 Payment of Benefit. The Bank shall pay the benefit under this Section 4.1
to the Participant in accordance with the Participant’s prior valid election (i) in a lump
sum as soon as practicable following the Participant’s Separation from Service or (ii) as an
annual benefit paid in monthly installments (calculated in the manner set forth below) and
payable over a period of up to fifteen (15) years (as elected by the Participant) on the
first day of each month commencing with the month following the Participant’s Separation
from Service or, if elected by the Participant, on a postponed distribution date following
Separation from Service. Where a Participant elects to receive a distribution in
installments, the amount of each monthly installment payment shall be (i) calculated as of
the first payment date (for the balance of the Plan Year in which the first payment date
occurs) and (ii) recalculated as of the first business day of each Plan Year beginning after
the initial payment date (for the payments to be made in each month of that Plan Year), as a
fixed amount consisting of principal and interest that amortizes the Participant’s Deferral
Account as of such date over the number of months then remaining in the distribution period
elected by the Participant. For purposes of the foregoing calculation, the interest rate in
effect under Section 3.1.2 of the Plan on the applicable date (i.e., the initial payment
date or, with respect to each subsequent calculation, the first business day of the Plan
Year) shall be used to determine the monthly payment for the applicable period (i.e., the
balance of the initial Plan Year in which payments commence and each subsequent Plan Year
over the installment period). By way of example, if a Participant who elects installment
payments over 120 months terminates service on June 30, 2011, his Deferral Account as of
July 1, 2011 would be amortized over 120 months using the interest rate under Section 3.1.2
of the Plan in effect on July 1, 2011 to produce a fixed monthly payment consisting of
principal and interest that would be payable for through the end of 2011 (6 months). On the
first business day of 2012, the monthly payment amount would be recalculated by amortizing
the Participant’s Deferral Account on such date over the remaining months of the payment
period (114 months) and using the new interest rate in effect under Section 3.1.2 of the
Plan for the 2012 Plan Year. This recalculation would occur annually until the Deferral
Account was fully paid in accordance with the Participant’s election. Notwithstanding the
foregoing, the Participant’s benefit shall automatically be paid in a lump sum



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as soon as practicable following the Participant’s Separation from Service if (i) the
Participant has failed to timely make an election for the payment of the benefit, or (ii)
the value of the Participant’s Deferral Account as of the date of the Participant’s
Separation from Service is ten thousand dollars ($10,000) or less.



     4.2 Change of Control Benefit. If irrevocably elected by the Participant on a Benefit
Election Form (Exhibit 2) duly completed, executed and submitted to the Bank by the date of the
Participant’s initial deferral election under the Plan, the Bank shall pay to the Participant the
benefit described in this Section 4.2.




     4.2.1 Amount of Benefit. The benefit under this Section 4.2 is the Deferral
Account balance at the Change of Control.




     4.2.2 Payment of Benefit. The Bank shall pay the benefit under this Section 4.2
to the Participant in accordance with the Participant’s prior valid election (i) in a lump
sum as soon as practicable following the Change in Control or (ii) as an annual benefit in
twelve (12) equal monthly installments payable over a period of up to fifteen (15) years on
the first day of each month commencing with the month following the Change in Control. If
installments are elected, the amount of each installment shall be calculated in the same
manner as an installment paid under Section 4.1.2. Notwithstanding the foregoing, the
Participant’s benefit shall automatically be paid in a lump sum as soon as practicable
following the Participant’s Separation from Service if the value of the Participant’s
Deferral Account as of the date of the Change in Control is ten thousand dollars ($10,000)
or less.



     4.3 Unforeseeable Emergency Distribution. Upon the Bank’s determination (following
petition by the Participant) that the Participant has suffered an unforeseeable emergency as
described below, the Bank shall (i) terminate the then effective deferral election of the
Participant to the extent permitted under Section 409A, and (ii) distribute to the Participant all
or a portion of the Deferral Account balance as determined by the Bank, but in no event shall the
distribution be greater than the amount determined by the Bank that is necessary to satisfy the
unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of
the distribution, after taking into account the extent to which the unforeseeable emergency is or
may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation
of the Participant’s assets (to the extent the liquidation of assets would not itself cause severe
financial hardship); provided, however, that such distribution shall be permitted solely to the
extent permitted under Section 409A. For purposes of this Section, “unforeseeable emergency” means
a severe financial hardship to the Participant resulting from (a) an illness or accident of the
Participant, the Participant’s spouse or a dependent (as defined in Section 152(a) of the Code) of
the Participant, (b) a loss of the Participant’s property due to casualty, or (c) other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of
the Participant, each as determined to exist by the Bank.



     4.4 In-Service Distributions. A Participant may also elect to receive some or all of
each year’s deferrals and related earnings on a specific distribution date prior to his or her
Separation from Service, which distribution date is at least two (2) years after the end of the
Plan Year to which such deferrals relate. Each specific distribution date shall be deemed to
create a separate deferral account for the Participant, and a maximum of three (3) separate
accounts may be established and maintained by each Participant. Any amount distributable to a
Participant shall be distributed in a lump sum on the specified date. A specified payment date may
be extended to a later date only as provided in Section 4.5 of this Plan.



     4.5 Modification of Prior Benefit Elections. If permitted by the Bank, but subject to
limitations below, a Participant may elect to change the time or form of payment to him or her, by



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submitting a new Benefit Election Form to the Bank, provided the following conditions are met: (i)
the change will not take effect until at least twelve (12) months after the date on which the new
election is made and approved by Bank; (ii) if the original election is pursuant to a specified
time or fixed schedule, the change cannot be made less than twelve (12) months before the date of
the first scheduled original payment, and (iii) in the case of an election related to a payment
other than a payment on account of death, disability, or unforeseeable emergency, the first payment
with respect to which the change is made must be deferred for a period of not less than five (5)
years from the date such payment would otherwise have been made.




Article 5

Claims and Review Procedures




     5.1 Claims Procedure. The Bank shall notify any person or entity that makes a claim
against the Agreement (the “Claimant”) in writing within ninety (90) days of Claimant’s written
application for benefits, of his or her eligibility or non-eligibility for benefits under the
Agreement. If the Bank determines that the Claimant is not eligible for benefits or full benefits,
the notice shall set forth (1) the specific reasons for such denial, (2) specific reference to the
provisions of the Agreement on which the denial is based, (3) a description of any additional
information or material necessary for the Claimant to perfect his or her claim and a description of
why it is needed and (4) an explanation of the Agreement’s claims review procedure and other
appropriate information as to the steps to be taken if the Claimant wishes to have the claim
reviewed. If the Bank determines that there are special circumstances requiring additional time to
make a decision, the Bank shall notify the Claimant of the special circumstances and the date by
which a decision is expected to be made, and may extend the time for up to ninety (90) days.



     5.2 Review Procedure. If the Claimant is determined by the Bank not to be eligible for
benefit, or if the Claimant believes that he or she is entitled to greater or different benefits,
the Claimant shall have the opportunity to have such claim reviewed by the Bank by filing a
petition for review with the Bank within sixty (60) days after receipt of the notice issued by the
Bank. The petition shall state the specific reasons which the Claimant believes entitle him or her
to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Bank
of the petition, the Bank shall afford the Claimant (and counsel, if any) an opportunity to present
his of her position to the Bank verbally or in writing, and the Claimant (or counsel) shall have
the right to review the pertinent documents. The Bank shall notify the Claimant of its decision in
writing within the 60-day period stating specifically the basis of its decision, written in a
manner calculated to be understood by the Claimant and the specific provisions of the Agreement on
which the decision is based. If, because of the need for a hearing, the 60-day period is not
sufficient, the decision may be deferred for up to another sixty (60) days at the election of the
Bank, but notice of this deferral shall be given to the Claimant.



Article 6

Amendments and Termination




     6.1 Termination. Although the Bank anticipates that it will continue the Plan for an
indefinite period of time, there is no guarantee that the Bank will continue the Plan or will not
terminate the Plan at any time in the future. Accordingly, the Bank reserves the right to
discontinue its sponsorship of the Plan and/or to terminate the Plan at any time with respect to
any or all of the Participants, by action of its Board of Directors. The termination of the Plan
shall not adversely affect any Participant’s or beneficiary’s right to receive the payment of any
benefits under the Plan as of the date of termination, including the right of the Participant or
beneficiary to be paid Plan benefits accrued through the date of termination in accordance with the
Plan terms and the Participant’s distribution elections in effect at the time of termination.



     6.2 Amendment. The Bank may, at any time, amend or modify the Plan in whole or in
part,



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by action of its full Board of Directors; provided, however, that no amendment or modification
shall be effective to decrease or restrict the rights of a Participant in his or her Deferral
Account in existence at the time the amendment or modification is made, including the right to be
paid Plan benefits accrued through the date of the amendment or modification in accordance with the
Plan terms and the Participant’s distribution elections in effect at the time of the amendment or
modification.




Article 7

Miscellaneous




     7.1 Binding Effect. This Plan shall bind each participating Participant and the Bank
and their respective beneficiaries, survivors, executors, administrators and transferees.



     7.2 No Guarantee of Service. This Plan is not a contract for service. It does not give
a Participant the right to remain in the service of the Bank, nor does it interfere with the Bank’s
right to terminate or replace a Participant. It also does not require a Participant to remain in
the service of the Bank nor interfere with the Participant’s right to terminate service at any
time.



     7.3 Non-Transferability. Benefits under this Plan cannot be sold, transferred,
assigned, pledged, attached or encumbered in any manner.



     7.4 Tax Withholding. The Bank shall withhold any taxes that are required to be
withheld from the benefits provided under this Plan.



     7.5 Applicable Law. The Plan and all rights hereunder shall be governed by the laws of
Maryland, except to the extent preempted by federal law.



     7.6 Unfunded Arrangement. Each Participant and any beneficiary of such Participant are
general unsecured creditors of the Bank for the payment of benefits under this Plan. The benefits
represent the mere promise by the Bank to pay such benefits. The rights to benefits are not subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on a Participant’s life is a general asset
of the Bank to which the Participant and the Participant’s beneficiary have no preferred or secured
claim.



     7.7 Reorganization. The Bank shall not merge or consolidate into or with another
entity, or reorganize, or sell substantially all of its assets to another entity, firm, or person
unless such succeeding or continuing entity, firm, or person agrees to assume and discharge the
obligations of the Bank under this Plan. Upon the occurrence of such event, the term “Bank” as used
in this Plan shall be deemed to refer to the successor or survivor entity.



     7.8 Entire Agreement. This Plan constitutes the entire agreement between the Bank
and a participating Participant as to the subject matter hereof. No rights are granted to a
Participant by virtue of this Plan other than those specifically set forth herein.



     7.9 Severability. If any provision of this Plan is held invalid, such invalidity
shall not affect any other provision of this Plan not held invalid, and each such other provision
shall continue in full force and effect to the full extent consistent with law. If any provision
of this Plan is held invalid in part, such invalidity shall not affect the remainder of the
provision not held invalid, and the remainder of such provision together with all other provisions
of this Plan shall continue in full force and effect to the full extent consistent with law.



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     7.10 Administration. The Board of Directors shall have powers which are necessary to
administer this Plan, including but not limited to:




	 	(a)	 	Interpreting the provisions of the Plan;
	 
	 	(b)	 	Establishing and revising the method of accounting for the Plan;
	 
	 	(c)	 	Maintaining a record of benefit payments; and
	 
	 	(d)	 	Establishing rules and prescribing any forms necessary or desirable to
administer the Plan.





     7.11 Prohibited Acceleration/Distribution Timing. This Section shall take precedence
over any other provision of the Plan to the contrary. No provision of this Plan shall be followed
if following the provision would result in the acceleration of the time or schedule of any payment
from the Plan (i) as would require income tax to a Participant prior to the date on which the
amount is distributable to or on behalf of the Participant under Article 4 or (ii) which would
result in penalties to the Participant under Section 409A. In addition, if the timing of any
distribution election would result in any tax or other penalty (other than ordinarily payable
Federal, state or local income or payroll taxes), which tax or penalty can be avoided by payment of
the distribution at a later time, then the distribution shall be made (or commence, as the case may
be) on (or as soon as practicable after) the first date on which such distributions can be made (or
commence) without such tax or penalty.



     7.12 Aggregation of Employers. To the extent required under Section 409A, if the Bank
is a member of a controlled group of corporations or a group of trades or business under common
control (as described in Section 414(b) or (c) of the Code), all members of the group shall be
treated as a single employer for purposes of whether there has occurred a Separation from Service
and for any other purposes under the Plan as Section 409A shall require.



     7.13 Designation of Beneficiary(ies). Each Participant shall have the right to
designate a beneficiary or beneficiaries (including contingent beneficiaries) to receive any
benefits payable upon the death of a Participant. No such designation shall be effective unless
completed and submitted in accordance with rules and procedures established by the Bank for this
purpose. In the absence of an effective beneficiary designation, the Participant’s designated
beneficiary shall be assumed to be the Participant’s surviving spouse or, if none, the
Participant’s estate.



     7.14 Savings Clause Relating to Compliance with Section 409A of the Code. Despite any
contrary provision of this Agreement, if, when a Participant’s service terminates, the Participant
is a “specified employee,” as defined in Section 409A of the Code, and if any payments under this
Plan will result in additional tax or interest to the Participant because of Section 409A, the
Participant shall not be entitled to the payments until the earliest of (i) the date that is at
least six months after termination of the Participant’s employment for reasons other than the
Participant’s death, (ii) the date of the Participant’s death, or (iii) any earlier date that does
not result in additional tax or interest to the Participant under Section 409A. If any provision of
this Agreement would subject the Participant to additional tax or interest under Section 409A, the
Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable
the original intent of the applicable provision without subjecting the Participant to additional
tax or interest.





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EXHIBIT 1




MADISON SQUARE FEDERAL SAVINGS BANK

DEFERRED COMPENSATION PLAN



Deferral Election Form



Deadline for Completion:      December 31, 2010




PARTICIPANT INFORMATION (Please Print in Ink)




Name:  





Social Security Number:  





Address:  





Telephone Number:  








ELECTION TO DEFER




I hereby elect to reduce my Compensation to be earned during the period [date] through December 31,
2010 by the percentage(s) indicated below. I understand that the amount indicated below will be
credited to my Deferral Account under the Plan.




	 	 	 	 	 	 	 	 	 

	 

	 	 

	 0% 	(I elect not to participate in the Plan)
	 	 
	 

	 	 	  100%	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 






 





I acknowledge that I have been offered an opportunity to participate in the Plan. I will
participate in the Plan in accordance with my elections on this form.




I understand that any election under this Plan is subject to all of the applicable terms of the
Plan. I acknowledge that the election made herein will continue until the end of the above
indicated calendar year, unless subsequently changed by me, pursuant to rules contained in the
Plan. I hereby acknowledge (a) that my Plan benefits are subject to the claims of the Bank’s
creditors should the Bank become bankrupt or insolvent, and (b) that a copy of the Plan document
and has been provided to me. All capitalized terms not defined in this Deferral Election Form
shall have the same meaning as indicated in the Plan.




	 	 	 	 	 
	Date:       
               	Signature: 	 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



EXHIBIT 2




MADISON SQUARE FEDERAL SAVINGS BANK

DEFERRED COMPENSATION PLAN



Benefit Election Form/Beneficiary Designation

(to be used in connection with Exhibit 1)



PARTICIPANT INFORMATION (Please Print in Ink)



Name:  





Social Security Number:  





Address:  





Telephone
Number:  





I. FORM OF DISTRIBUTION. I request payments under the plan to be made in the following forms
and at the following times (check one under each category as applicable):





     A. In the event benefits become payable to me upon Separation from Service, I hereby elect
that such payments be made to me in the following form:




	 	(1)	o 	As an annual benefit payable in twelve (12) equal monthly installments over a
period of ___years (not to exceed fifteen (15) years) on the first day of each month
commencing with the month following my Separation from Service.
	 
	 	(2)	o 	As a lump sum payable as soon as practicable following my Separation from
Service





     B. I hereby elect that any benefits due to me under this Plan be paid upon the occurrence of a
Change in Control in the following form:




	 	(1)	o 	As an annual benefit in twelve (12) equal monthly installments payable over a
period of ___years (not to exceed fifteen (15) years) on the first day of each month
commencing with the month following a Change in Control.






	 	(2)	o 	As a lump sum payable as soon as practicable following a Change in Control.






	 	(3)	o 	I hereby elect not to have my benefits payable upon a Change in Control, but
instead to have my benefits paid upon the occurrence of a benefit entitlement event
(e.g., Separation from Service) occurring at a later date.





     C. I hereby elect that any benefits due me under this Plan, shall be paid to me on
                     (specified date must be at least two years after the end of the indicated Plan
Year) in a lump sum.



 









 





II. BENEFICIARY DESIGNATION




I hereby revoke any prior designations of death benefit beneficiary/ies under the Plan, and I
hereby designate the following beneficiary/ies to receive any benefit payable on account of my
death under the Plan, subject to my right to change this designation and subject to the terms of
the Plan:




	 	 	 	 	 	 	 

	 

	 	A.
	 	Primary Beneficiary/ies 


	 	 
	 
	 

	 	 	 	Name/Address/Telephone 
	 	 
	 
	 

	 	 	 	 
	 	 
	 
	 

	 	 	 	Relationship to Participant 
	 	 
	 
	 

	 	 	 	% of Plan Benefit 
	 	 
	 
	 

	 	 	 	Date of Birth 
	 	 
	 
	 

	 	 	 	Social Security Number 
	 	 
	 






     B. Contingent Beneficiary/ies (Will receive indicated portions of Plan benefit if no Primary
Beneficiary/ies survive the Participant)



	 	 	 	 	 

	 

	 	Name/Address/Telephone 
	 	 
	 
	 

	 	 
	 	 
	 
	 

	 	Relationship to Participant 
	 	 
	 
	 

	 	% of Plan Benefit 
	 	 
	 
	 

	 	Date of Birth 
	 	 
	 
	 

	 	Social Security Number 
	 	 
	 






I acknowledge that I have been given a copy of the Plan and I agree that the above elections and
designations are subject to all of the terms of the Plan. All capitalized terms not defined in
this Benefit Election Form shall have the same meaning as indicated in the Plan.




	 	 	 	 	 
	Date:                      	Signature: