exv10w20






EXHIBIT 10.20




MANAGEMENT DEFERRED COMPENSATION PLAN




Effective — January 1, 2008




As Last Amended Effective July 16, 2008




E. I. du Pont de Nemours and Company




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Article 1. Purpose





E. I. du Pont de Nemours and Company (“Company”) desires to provide certain of its employees
with an opportunity to accumulate additional retirement savings through voluntary compensation
deferral contributions to a plan intended to constitute a non-qualified deferred compensation
plan which, in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), is unfunded and maintained by the
Company primarily for the purpose of providing deferred compensation for a select group of
management or highly compensated employees. The Company intends that a participant’s
compensation deferrals, and the earnings thereon, will not be subject to federal income tax
until such amounts are paid or made available to the participant.



Article 2. Definitions 





Section 2.01 “Account” means each account established on the books of account of the
Employer to reflect the balance of Plan benefits attributable to a Participant. An Account
shall be credited or debited, as applicable, with Deferral Contributions, Credited Investment
Return and Dividend Equivalent Units, and any payments made by the Employer to the Participant
or the Participant’s Beneficiary pursuant to this Plan. A Participant’s Account shall be
divided into Directed Investment Subaccounts, with respect to which he/she shall be permitted to
make Deemed Investment Elections, and Stock Unit Subaccounts, with respect to which he/she shall
not be permitted to make Deemed Investment Elections.




Section 2.02 “Active Participant” means a Participant on whose behalf a current Deferral
Election is in effect.




Section 2.03 “Administrator” means the Company.




Section 2.04 “Affiliate” means any corporation, organization or entity which is under
common control with the Company or which is otherwise required to be aggregated with the Company
pursuant to paragraphs (b), (c), (m), or (o) of Section 414 of the Code.




Section 2.05 “Base Salary” means the basic pay from the Employer (excluding LTI Awards
and STI Awards, distributions from nonqualified deferred compensation plans, commissions,
overtime, severance, fringe benefits, stock options and other equity awards, relocation
expenses, incentive payments, non-monetary awards, automobile and other allowances (whether or
not such allowances are included in the Employee’s gross income) and other non-regular forms of
compensation paid to a Participant for employment services rendered). Base Salary shall be
calculated before reduction for compensation voluntarily deferred or contributed by the
Participant pursuant to all qualified or nonqualified plans of any



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Employer and shall be calculated to include amounts not otherwise included in the Participant’s
gross income under Code Sections 125, 132, 402(e)(3), 402(h), or 403(b) pursuant to plans or
arrangements established by any Employer; provided, however, that all such amounts will be
included in Base Salary only to the extent that had there been no such plan, the amount would
have been payable in cash to the Employee. Notwithstanding anything in this Plan to the
contrary, Base Salary shall not include any amount paid pursuant to a disability plan or
pursuant to a disability insurance policy.




Section 2.06 “Base Salary Deferral Eligible Employee” means any U.S.-based employee
of the Employer who is designated from time to time by the Employer as eligible to defer the
payment of Base Salary in accordance with Article 4 hereof.




Section 2.07 “Beneficiary” means the person or persons designated as such pursuant
to Article 7 hereof.




Section 2.08 “Change of Control” means an objectively determined event that occurs
with respect to the Company or the Employer for whom the Participant renders services and which
constitutes both a Change in Control for purposes of the Equity and Incentive Plan and change in
the ownership or effective control of the Company or Employer, as applicable, or in the
ownership of a substantial portion of the Company’s or Employer’s, as applicable, assets for
purposes of Code Section 409A.




Section 2.09 “Code” means the Internal Revenue Code of 1986, as amended, and the
regulations and rulings issued thereunder.




Section 2.10 “Common Stock Unit” means a notional unit representing one share of
common stock of the Company.




Section 2.11 “Credited Investment Return” means the hypothetical gain or loss
credited to a Participant’s Directed Investment Subaccounts pursuant to Article 5 hereof.




Section 2.12 “Deemed Investment Election” means the selection by a Participant,
pursuant to Article 5 hereof, of Investment Options in which his/her Directed Investment
Subaccounts shall be deemed invested.




Section 2.13 “Deferral Contributions” means the elective contributions made to the
Plan by a Participant pursuant to Article 4 hereof.



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Section 2.14 “Deferral Election” means an election, pursuant to Article 4 hereof, to
defer receipt of Base Salary or STI Awards, or the settlement of LTI Awards.




Section 2.15 “Directed Investment Subaccount” means that portion of a Participant’s
Account to which a Participant’s Deferral Contributions of Base Salary and STI Awards, and
Credited Investment Return and Dividend Equivalent Units attributable thereto, will be allocated
and with respect to which he/she may make Deemed Investment Elections in accordance with Article
5 hereof. A Participant may maintain no more than five (5) Directed Investment Subaccounts
under this Plan.




Section 2.16 “Dividend Equivalent Units” means additional Common Stock Units credited to
a Participant’s Account pursuant to Section 5.05.




Section 2.17 “Dividend Payment Date” means each date on which the Company pays a
dividend on its common stock.




Section 2.18 “Effective Date” means January 1, 2008. Notwithstanding the foregoing to
the contrary, provisions of this Plan related to the deferral of Base Salary and LTI Awards
shall not be effective until January 1, 2009.




Section 2.19 “Eligible Employee” means any Base Salary Deferral Eligible Employee, STI
Deferral Eligible Employee or LTI Deferral Eligible Employee.




Section 2.20 “Employer” means the Company and any Affiliate which, with the consent of
the Company, adopts this Plan.




Section 2.21 “Equity and Incentive Plan” means the E.I. du Pont de Nemours and Company
Equity and Incentive Plan.




Section 2.22 “Form of Payment” means either (i) a lump sum or (ii) annual installments
(for up to fifteen (15) years). Annual installments are available only in connection with a
Separation from Service or Change of Control. In the event of a Participant’s death, his/her
remaining Account balance will be distributable in a single lump sum.




Section 2.23 “Identification Date” means each December 31.




Section 2.24 “Investment Options” means one or more alternatives designated from time to
time, pursuant to Section 5.01 hereof, for purposes of crediting earnings or losses to Directed
Investment Subaccounts.



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Section 2.25 “LTI Award” means an award of RSUs or PSUs.




Section 2.26 “LTI Deferral Eligible Employee” means any U.S.-based employee of the
Employer who is designated from time to time by the Company as eligible to defer the settlement
of an LTI Award in accordance with Article 4 hereof.




Section 2.27 “Participant” means any Eligible Employee who has elected to participate in
the Plan by completing the appropriate forms (including electronic forms) prescribed by the
Administrator for that purpose.




Section 2.28 “Payment Event” means any of the following:




     (a) Separation from Service




     (b) The earlier of (i) Separation from Service or (ii) a specified date




     (c) Change of Control




     Notwithstanding the foregoing, (i) in the event of a Participant’s death, his/her
remaining Account balance will automatically be distributed to his/her Beneficiary in a
single lump sum within ninety days (90) thereafter and (ii) a Participant may request that
all or a portion of his/her Account be distributed on account of an “unforeseeable
emergency” as defined in Treasury Regulation Section 1.409A-3(i)(3) and subject to the
restrictions on such distributions set forth therein.




Section 2.29 “Plan” means the E.I du Pont de Nemours and Company Management Deferred
Compensation Plan.




Section 2.30 “Plan Year” means the twelve (12) month period beginning January 1 and
ending December 31.




Section 2.31 “PSU” means a performance-based restricted stock unit granted under the
Equity and Incentive Plan.




Section 2.32 “Qualified Leave” means military leave, sick leave, or other bona fide
leave of absence if the period of such leave does not exceed six months, or if longer, so long
as the individual retains a right to reemployment with the service recipient under an applicable
statute or by contract. A leave of absence constitutes a bona fide leave of absence only if
there is a reasonable expectation that the employee will return to perform services for the
employer. If the period of leave exceeds six months and the individual does not retain a right
to reemployment under an applicable statute or by contract, the employment relationship is
deemed to terminate on the first date immediately following such six-month period.



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Section 2.33 “RSU” means a time-vested restricted stock unit granted under the Equity
and Incentive Plan.




Section 2.34 “Section 16 Person” means any employee who is subject to the reporting
requirements of Section 16(a) or the liability provisions of Section 16(b) of the Securities and
Exchange Act of 1934, as amended.




Section 2.35 “Separation from Service” means a “separation from service” as defined in
Treasury Regulation Section 1.409A-1(h).




Section 2.36 “Similar Plan” means a plan required to be aggregated with this Plan under
Treasury Regulation Section 1.409A-1(c)(2)(i)(A).




Section 2.37 “Specified Employee” means an officer of the Employer at any time during
the 12-month period ending on an Identification Date. If a Participant is a Specified Employee
as of an Identification Date, such Participant is treated as a Specified Employee for the
12-month period beginning on the first day of the first month following the Identification Date.




Section 2.38 “STI Award” means a cash-based award under the Equity and Incentive Plan.




Section 2.39 “STI Deferral Eligible Employee” means any U.S.-based employee of the
Employer who is designated from time to time by the Employer as eligible to defer the payment of
an STI Award in accordance with Article 4 hereof.




Section 2.40 “Stock Unit Subaccount” means that portion of a Participant’s Account to
which a Participant’s Deferral Contributions of LTI Awards, and Dividend Equivalent Units
attributable thereto, will be allocated and with respect to which he/she may not make Deemed
Investment Elections in accordance with Article 5 hereof. A Participant may maintain no more
than five (5) Stock Unit Subaccounts under this Plan.




Section 2.41 “Triggering Event” means, with respect to a Distribution Subaccount, the
Payment Event elected by a Participant pursuant to Section 4.03.



Article 3. Eligibility.





Section 3.01 Procedure For and Effect of Admission. Each Eligible Employee who desires
to participate in this Plan shall complete such forms (including electronic forms) and provide
such data as is reasonably required by the



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Administrator. By becoming a Participant, an Eligible Employee shall be deemed to have consented
to the provisions of this Plan and all amendments hereto.




Section 3.02 Cessation of Participation. A Participant shall cease to be an Active
Participant on the earlier of:




     (a) The date on which the Plan terminates;




     (b) The date on which he/she ceases to be an Eligible Employee; or




     (c) The date on which he/she is permitted by the Administrator to terminate Deferral
Contributions to the Plan.




     A former Active Participant will be considered a Participant for all purposes, except
with respect to the right to make contributions, as long as he/she retains an Account.



Article 4. Deferral Elections





Section 4.01 Annual Deferral Election.



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(a) Deferral Contributions of Base Salary. Prior to the last day of the calendar
year preceding the first day of a Plan Year, a Base Salary Deferral Eligible Employee may
elect, in a written or electronic notification to the Administrator, to defer a
percentage, not to exceed 60%, of his/her Base Salary payable with respect to services
performed during the Plan Year. Any election made pursuant to this section shall remain
in effect unless and until changed by the Participant; provided, however, that with
respect to Base Salary earned in any future taxable year, such election becomes
irrevocable on December 31 of the preceding calendar year.




(b) Deferral Contributions of STI Awards. With respect to any STI Award, an STI
Deferral Eligible Employee may elect, in a written or electronic notification to the
Company on or before the sixth month prior to the last day of the performance period over
which the STI Award shall be determined, to defer a percentage, not to exceed 60%, of such
STI Award; provided, however, that such STI Deferral Eligible Employee performs services
continuously from the later of the beginning of the performance period or the date the
performance criteria are established through the date the election to defer is made. Such
election shall remain in effect unless and until changed by the Participant; provided,
however, that with respect to any STI Award earned during any future taxable year, such
election becomes irrevocable no later than six (6) months before the end of the
performance period over which the STI Award shall be determined.




(c) Deferral Contributions of LTI Awards.




(i) RSUs. On or before the last day of the calendar year preceding the
first day of a Plan Year, an LTI Deferral Eligible Employee may elect to defer the
settlement of RSUs granted during such Plan Year. Notwithstanding the foregoing, an
LTI Deferral Eligible Employee may elect to defer the settlement of RSUs that are
subject to a vesting period of at least 12 months, provided such election is made on
or before the thirtieth (30th) day after the LTI Deferral Eligible Employee is
granted the RSUs and further provided that the election is made at least 12 months
in advance of the earliest date on which the vesting period could expire. In the
event that a timely election to defer the settlement of RSUs may not be made
pursuant to either of the foregoing sentences of this paragraph, an LTI Deferral
Eligible Employee may elect to defer the settlement of RSUs provided such election
is made at least 12 months in advance of the date on which the restrictions on such
RSUs lapse and further provided that such RSUs may not be settled until the fifth
anniversary of the date that the restrictions on the RSUs lapsed. Notwithstanding
the foregoing to the contrary, an LTI Deferral Eligible Employee shall not be
permitted to elect to defer the settlement of RSUs unless such election complies
with Code Section 409A. If a Participant elects to defer settlement of RSUs, any
restrictions on transferability and/or events of forfeiture applicable to such RSUs
under the Equity and Incentive Plan or the Award Terms (as defined



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under the Equity and Incentive Plan) shall continue in full force and effect. Upon
expiration of all restrictions on transferability, the appropriate number of Common
Stock Units of the Company, including Dividend Equivalent Units attributable
thereto, shall be credited to the Participant’s applicable Stock Unit Subaccount.
Any election made pursuant to this Section shall remain in effect unless and until
changed by the Participant; provided, however, that with respect to RSUs granted in
any future taxable year, such election becomes irrevocable on or before the last day
of the calendar year preceding the Plan Year during which the RSUs are granted or,
if later, on or before the thirtieth (30th) day after the LTI Deferral Eligible
Employee is granted the RSUs and at least 12 months in advance of the earliest date
on which the vesting period could expire.




(ii) PSUs. An LTI Deferral Eligible Employee may elect, in a written or
electronic notification to the Company on or before the sixth month prior to the
last day of the performance period over which the PSUs shall be determined, to defer
the settlement of such PSUs. Such election shall remain in effect unless and until
changed by the Participant; provided, however, that with respect to any PSUs earned
during any future taxable year, such election becomes irrevocable no later than six
(6) months before the end of the performance period over which the PSUs shall be
determined.




Section 4.02 Initial Eligibility.




(a) Deferral Contributions of Base Salary. Notwithstanding the foregoing, an
employee who first becomes a Base Salary Deferral Eligible Employee during a Plan Year may
elect to defer a percentage, not to exceed 60%, of his/her Base Salary payable with
respect to services performed during that Plan Year, provided that such Base Salary
Deferral Eligible Employee has not previously become eligible to participate in this or
any Similar Plan. Such election must be made within 30 days after the date the employee
becomes a Base Salary Deferral Eligible Employee and shall apply to Base Salary earned for
services performed after the election is filed with the Administrator. Any election made
pursuant to this Section shall remain in effect unless and until changed by the
Participant; provided, however, that with respect to Base Salary earned in any future
taxable year, such election becomes irrevocable on December 31 of the preceding calendar
year.




(b) Deferral Contributions of STI Awards. Notwithstanding the foregoing, an
employee who first becomes a STI Deferral Eligible Employee during a Plan Year, but after
the beginning of the performance period, may elect to defer up to 60% of the portion of
his/her STI Award payable with respect to services performed after the election, provided
that such STI Deferral Eligible Employee has not previously become eligible to participate
in this or any Similar Plan. For this purpose, an election will be deemed to apply to the
portion of an STI Award paid for services performed after the election if the election
applies to no more



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than an amount equal to the total amount of the STI Award multiplied by the ratio of the
number of days remaining in the performance period after the election over the total
number of days in the performance period. Any election made pursuant to this Section
shall remain in effect unless and until changed by the Participant; provided, however,
that with respect to any STI Award earned during any future taxable year, such election
becomes irrevocable no later than six (6) months before the end of the period over which
the STI Award shall be determined.




Section 4.03 Initial Distribution Elections.




(a) Directed Investment Subaccounts. A Participant may elect to establish up to
five (5) Directed Investment Subaccounts under his/her Account. At the time a Participant
establishes a Directed Investment Subaccount, he/she must also elect a Payment Event and
Form of Payment with respect to such subaccount. When making a Deferral Election with
respect to Base Salary or STI Awards, a Participant shall designate: (i) to which
Directed Investment Subaccounts amounts deferred pursuant to that election, and Credited
Investment Return and Dividend Equivalent Units attributable thereto, shall be allocated;
and (ii) how those amounts shall be allocated among the designated Directed Investment
Subaccounts. If a Participant fails to establish a Directed Investment Subaccount or
fails to designate the Directed Investment Subaccount(s) to which his/her Deferral
Contributions of Base Salary or STI Awards should be allocated, such Deferral
Contributions shall be allocated to the default Directed Investment Subaccount established
by the Administrator. The Payment Event with respect to such default Directed Investment
Subaccount shall be Separation of Service and the Form of Payment shall be a lump sum.




(b) Stock Unit Subaccount. A Participant may elect to establish up to five (5)
Stock Unit Subaccounts under his/her Account. At the time a Participant establishes a
Stock Unit Subaccount, he/she must also elect a Payment Event and Form of Payment with
respect to such subaccount. When making a Deferral Election with respect to LTI Awards, a
Participant shall designate: (i) to which Stock Unit Subaccounts amounts deferred
pursuant to that election, and Dividend Equivalent Units attributable thereto, shall be
allocated; and (ii) how those amounts shall be allocated among the designated Stock Unit
Subaccounts. If a Participant fails to establish a Stock Unit Subaccount or fails to
designate the Stock Unit Subaccount(s) to which his/her Deferral Contributions of LTI
Awards should be allocated, such Deferral Contributions shall be allocated to the default
Stock Unit Subaccount established by the Administrator. The Payment Event with respect to
such default Stock Unit Subaccount shall be Separation of Service and the Form of Payment
shall be a lump sum.



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Section 4.04 Subsequent Distribution Elections. A Participant may subsequently elect
to change the Payment Event or Form of Payment elected with respect to one or more Directed
Investment Subaccounts or Stock Unit Subaccounts in accordance with procedures established by
the Administrator for such purpose; provided, however, that: (i) such subsequent election may
not take effect until at least 12 months after the date on which it is made; (ii) the
payment with respect to which such election 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; and (iii) any
subsequent election related to a payment at a specified time or in accordance with a fixed
schedule may not be made less than 12 months prior to the date of the first scheduled payment.



Article 5. Investment of Accounts





Section 5.01 Investment Options. The Administrator shall designate from time to time
one or more Investment Options in which a Participant’s Directed Investment Subaccounts may be
deemed invested. The Administrator shall have the sole discretion to determine the number of
Investment Options to be designated hereunder and the nature of the Investment Options
and may change or eliminate any of the Investment Options from time to time. In the event of
such change or elimination, the Administrator shall give each Participant timely notice and
opportunity to make a new election. No such change or elimination of any Investment Options
shall be considered to be an amendment to the Plan pursuant to Section 9.01.




Section 5.02 Making Deemed Investment Elections. A Participant shall select one or
more Investment Options in which his/her Directed Investment Subaccounts shall be deemed
invested. Separate Deemed Investment Elections may be made with respect to each Directed
Investment Subaccount. Any such election shall be made by filing with the Administrator the
appropriate form prescribed for that purpose. The Administrator shall establish procedures
relating to Deemed Investment Elections. Deemed Investment Elections shall remain in affect
until changed by a Participant pursuant to Section 5.03.




Section 5.03 Changes to Deemed Investment Elections. A Participant may request a
change to his/her Deemed Investment Elections for future amounts allocated to his/her Directed
Investment Subaccount and amounts already allocated to his/her Directed Investment Subaccount.
Any such change shall be made by filing with the Administrator the appropriate form
(including electronic forms) prescribed by the Administrator for that purpose. The
Administrator shall establish procedures relating to changes in Deemed Investment Elections,
which may include limiting the percentage, amount and frequency of such changes and specifying
the effective date for any such changes.



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Section 5.04 Crediting or Debiting of Investment Experience. Each Participant’s
Directed Investment Subaccount shall be credited or debited, as applicable, daily with the
amount which the Participant’s Directed Investment Subaccount would have earned or lost, as
applicable, if the amounts credited to such account had, in fact, been invested in accordance
with the Participant’s Deemed Investment Elections.




Section 5.05 Dividend Equivalent Units. If dividends on the Company’s common stock
are paid during any period that a Participant holds Common Stock Units in one or more of
his/her Directed Investment Subaccounts or Stock Unit Subaccounts, as of the applicable
Dividend Payment Date, a number of additional Common Stock Units shall be credited to such
Directed Investment Subaccount(s) or Stock Unit Subaccount(s), as applicable. The number of
such additional Common Stock Units to be credited shall be determined by first multiplying:
(a) the total number of Common Stock Units, including fractional units, standing to the
Participant’s credit in such account on the day immediately preceding such Dividend Payment
Date (including all Dividend Equivalent Units credited to such account on all previous
Dividend Payment Dates); by (b) the per share dollar amount of the dividend paid on such
Dividend Payment Date; and then (c) dividing the resulting amount by the closing price of one
share of the Company’s common stock on such Dividend Payment Date.



Article 6. Payment of Accounts





Section 6.01 Payment in General. Upon the occurrence of a Triggering Event that is a
Separation from Service or a Change of Control, the Employer shall, within 90 days thereafter,
commence payment of the applicable Distribution Subaccount(s) to the Participant, or his/her
Beneficiary, as applicable, in the Form of Payment elected by the Participant with respect
thereto. Upon the occurrence of a Triggering Event that is a specified date or a fixed
schedule of payments, the Employer shall commence payment of the applicable Subaccount to the
Participant on such specified date or in accordance with such fixed schedule of payments. The
amount of each payment made pursuant to this section shall be based upon the fair market value
of the Participant’s Account as of the latest practicable date preceding the payment date and
the number of remaining scheduled payments due.




Section 6.02 Specified Employees. Notwithstanding Section 6.01, upon the occurrence
of a Triggering Event that is a Separation from Service (other than on account of death), the
Employer shall commence payment of the applicable Distribution Subaccount(s) to the
Participant in the Form of Payment elected by the Participant with respect thereto on the
later of: (1) the date that is six months and one day after such Triggering Event; or (2) the
date on which such payment was otherwise scheduled to commence.



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Section 6.03 Medium of Payments. Payments attributable to that portion of a
Participant’s Directed Investment Subaccount which is deemed to be invested in Common Stock
Units shall be paid in shares of the Company’s common stock for each whole unit and cash for
each fraction of a unit. Payments attributable to the remaining portion of a Participant’s
Directed Investment Subaccount shall be paid in cash. Payments attributable to a Participant’s
Stock Unit Subaccounts shall be delivered in shares of the Company’s common stock for each whole
unit and cash for each fraction of a unit.



Article 7. Beneficiary Designation





Section 7.01 Right to Designate Beneficiary. The Participant will have the right, at
any time, to designate any person or persons as Beneficiary (both primary and contingent) to
whom payment under the Plan will be made in the event of the Participant’s death. The
Beneficiary designation will be effective when it is submitted in writing or electronically to
the Administrator during the Participant’s lifetime on a form prescribed by the Administrator.




Section 7.02 Cancellation/Revocation of Beneficiary Designation. The submission of a
new Beneficiary designation will cancel all prior Beneficiary designations.




Section 7.03 Failure to Designate Beneficiary or Death of Beneficiary. If a Participant
fails to designate a Beneficiary as provided above, or if every person designated as Beneficiary
predeceases the Participant, then the Administrator will direct the distribution of the benefits
to the Participant’s estate. If a primary Beneficiary dies after commencement the Participant’s
death but prior to completion of benefits under this Plan, and no contingent Beneficiary has
been designated by the Participant, any remaining payments will be paid to the Beneficiary’s
estate.



Article 8. Plan Administration





Section 8.01 Administrator’s Responsibilities. The Administrator is responsible for the
day to day administration of the Plan. The Administrator may appoint other persons or entities
to perform certain of its functions. Such appointment shall be made and accepted by the
appointee in writing and shall be effective upon the written approval of the Company. The
Administrator and any such appointee may employ advisors and other persons necessary or
convenient to help him/her carry out his/her duties. The Administrator shall have the right to
remove any such appointee from his/her position. Any person, group of persons or entity may
serve in more than one capacity.




Section 8.02 Records and Accounts. All individual and group records relating to
Participants and Beneficiaries, and all other records necessary for the



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proper operation of the Plan, shall be made available to the Employer and to each Participant
and Beneficiary for examination during business hours except that a Participant or Beneficiary
shall examine only such records as pertain exclusively to the examining Participant or
Beneficiary and those records and documents relating to all Participants generally.




Section 8.03 Administrator’s Specific Powers and Duties. In addition to any
powers, rights and duties set forth elsewhere in the Plan, the Administrator shall have
the following powers and duties:




     (a) to adopt such rules and regulations consistent with the provisions of the Plan;




     (b) to enforce the Plan in accordance with its terms and any rules and regulations it
establishes;




     (c) to maintain records concerning the Plan sufficient to prepare reports, returns
and other information required by the Plan or by law;




     (d) to construe and interpret the Plan and to resolve all questions arising under the
Plan;




     (e) to direct the Employer to pay benefits under the Plan, and to give such other
directions and instructions as may be necessary for the proper administration of the Plan;




     (f) to engage assistants and professional advisors.




Section 8.04 Construction of the Plan. The Administrator shall have the sole and
absolute discretion to interpret the Plan and shall resolve all questions arising in the
administration, interpretation and application of the Plan. The Administrator shall
correct any defect, reconcile any inconsistency, or supply any omission with respect to this
Plan. All such corrections, reconciliations, interpretations and completions of Plan provisions
shall be final and binding upon the parties.




Section 8.05 Employer’s Responsibility to Administrator. Each Employer shall furnish
the Administrator such data and information as it may require. The records of the Employer
shall be determinative of each Participant’s period of employment, termination of
employment and the reason therefor, leave of absence, reemployment, years of service, personal
data, and compensation reductions. Participants and their Beneficiaries shall furnish to the
Administrator such evidence, data, or information, and execute such documents, as the
Administrator requests.




Section 8.06 Engagement of Assistants and Advisers; Plan Expenses. The
Administrator shall have the right to hire such professional assistants and



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consultants as it, in its sole discretion, deems necessary or advisable, including, but not
limited to:




     (a) investment managers and/or advisers;




     (b) accountants;




     (c) actuaries;




     (d) attorneys;




     (e) consultants; and




     (f) clerical and office personnel.




Section 8.07 Liability. Neither the Administrator nor the Employer shall be liable to
any person for any action taken or omitted in connection with the administration of this
Plan unless attributable to its own fraud or willful misconduct; nor shall the Employer be
liable to any person for such action unless attributable to fraud or willful misconduct on the
part of a director, officer or employee of the Employer.




Section 8.08 Payment of Expenses. If directed by the Company, expenses of the
Administrator incurred in the operation or administration of this Plan shall be charged against
the Participant’s Accounts to which the expense relates. If an expense is applicable to
more than one Participant’s Accounts, the expense shall be allocated among such Participants’
Accounts in a non-discriminatory manner as determined by the Company.




Section 8.09 Indemnity of Administrator. The Employer shall indemnify the Administrator
(including any individual who is a member of a committee serving as the Administrator)
or any individual who is a delegate of the Administrator against any and all claims, loss,
damage, expense or liability arising from any action or failure to act, except when due to gross
negligence or willful misconduct.



Article 9. Amendment or Termination 





Section 9.01 Amendment. The Board of Directors of the Company, or its delegate, may
amend the Plan at any time and from time to time and any amendment may have retroactive effect,
including, without limitation, amendments to the amount of contributions; provided, however,
that no amendment shall (i) reduce the value of a Participant’s Account or (ii) change the form
or timing of payment of an amount contributed prior to the date of amendment.



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Section 9.02 Termination. While the Plan is intended to be permanent, the Board
of Directors of the Company, or its delegate, may at any time terminate or partially terminate
the Plan, provided that upon such termination, except to the extent otherwise permitted under
Code Section 409A, all Accounts will be distributed in accordance with the terms of the Plan as
in effect on the date of termination. Written notice of such termination or partial
termination, setting forth the date and terms thereof, shall be given to the Administrator.



Article 10. Miscellaneous





Section 10.01 Section 16 Person. With respect to Section 16 Persons, the
Administrator may establish, in writing, such rules, regulations, policies or practices
hereunder which it deems, in its sole discretion, to be necessary and appropriate.




Section 10.02 Claims Review. In any case in which a claim for Plan benefits of a
Participant or Beneficiary is denied or modified, the Administrator shall furnish written notice
to the claimant within 90 days (or within 180 days if additional information requested by the
Administrator necessitates an extension of the 90-day period), which notice shall:




     (a) State the specific reason or reasons for the denial or modification;




     (b) Provide specific reference to pertinent Plan provisions on which the denial or
modification is based;




     (c) Provide a description of any additional material or information necessary for the
Participant, his/her Beneficiary, or representative to perfect the claim and an
explanation of why such material or information is necessary; and




     (d) Explain the Plan’s claim review procedure as contained herein, including the
claimant’s right to bring a civil action under Section 502(a) of ERISA following an
adverse review determination.




Section 10.03 In the event a claim for Plan benefits is denied or modified, if the Participant,
his/her Beneficiary, or a representative of such Participant or Beneficiary desires to have such
denial or modification reviewed, he/she must, within 60 days following receipt of the notice of
such denial or modification, submit a written request for review by the Administrator of its
initial decision. In connection with such request, the Participant, his/her Beneficiary, or the
representative of such Participant or Beneficiary may review any pertinent documents upon which
such denial or modification was based and may submit issues and comments in writing. Within 60
days following such request for review the Administrator shall, after providing a full and fair
review, render its final decision in writing to the Participant, his/her beneficiary or the
representative of such Participant or Beneficiary stating specific reasons for such decision,
making specific references to pertinent Plan provisions upon which the decision is based and
stating that the claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all



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documents, records, and other information relevant to the claim. If special circumstances
require an extension of such 60-day period, the Administrator’s decision shall be rendered as
soon as possible, but not later than 120 days after receipt of the request for review. If an
extension of time for review is required, written notice of the extension shall be furnished to
the Participant, Beneficiary, or the representative of such Participant or Beneficiary
prior to the commencement of the extension period.




Section 10.04 Limitation of Participant’s Rights. Nothing in this Plan shall be
construed as conferring upon any Participant any right to continue in the employment of an
Employer, nor shall it interfere with the rights of an Employer to terminate the
employment of any Participant and/or take any personnel action affecting any Participant without
regard to the effect which such action may have upon such Participant as a recipient or
prospective recipient of benefits under the Plan.




Section 10.05 Obligations to Employer. If a Participant becomes entitled to a
distribution of benefits under the Plan, and if at such time the Participant has outstanding any
debt, obligation, or other liability representing an amount owing to an Employer, then
such Employer may offset such amount owed to it against the amount of benefits otherwise
distributable. Such determination shall be made by the Administrator.




Section 10.06 Nonalienation of Benefits. Except as expressly provided herein, no
Participant or Beneficiary shall have the power or right to transfer (otherwise than by will or
the laws of descent and distribution), alienate, or otherwise encumber the Participant’s
interest under the Plan. Any such attempted assignment shall be considered null and void. The
interest of any Participant or any beneficiary receiving payments hereunder shall not be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Participant or the Participant’s
Beneficiary. An Employer’s obligations under this Plan are not assignable or transferable
except to (a) a business entity which acquires all or substantially all of an Employer’s assets
or (b) any business entity into which an Employer may be merged or consolidated.




Section 10.07 Unfunded Status of Plan. The Plan is intended to constitute an “unfunded”
plan of deferred compensation for Participants for tax and for purposes of Title I of ERISA.
The Plan constitutes a mere promise by the Employer to make benefit payments in the future. Each
Employer shall not be liable for any benefit payments to any other Employer’s Eligible
Employees who are Participant is this Plan. Benefits payable hereunder shall be payable out of
the general assets of the applicable Employer, and no segregation of any assets whatsoever for
such benefits shall be made. With respect to any payments not yet made to a Participant,
nothing contained herein shall give any such Participant any rights that are greater than those
of a general creditor of his/her Employer.



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Section 10.08 Severability. If any provision of this Plan is held unenforceable, the
remainder of the Plan shall continue in full force and effect without regard to such
unenforceable provision and shall be applied as though the unenforceable provision were not
contained in the Plan.




Section 10.09 Gender, Singular & Plural. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, or neuter, as the identity of the person
or persons may require. As the context may require, the singular may be read as the plural and
the plural as the singular.




Section 10.10 Notice. Any notice or filing required or permitted to be given to the
Administrator under the Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to the Administrator or to such representatives as the
Administrator may designate from time to time. Such notice shall be deemed given as to the date
of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.




Section 10.11 Governing Law. The Plan shall be governed and construed under the
laws of the State of Delaware to the extent not preempted by Federal law which shall otherwise
control.




Section 10.12 Binding Terms. The provisions of the Plan shall be binding upon
and inure to the benefit of the parties hereto, their respective heirs, executors,
administrators and successors.




Section 10.13 Headings. All headings preceding the text of the several Sections
hereof are inserted solely for reference and shall not constitute a part of this Plan, nor
affect its meaning, construction or effect.




Section 10.14 Representations. The Employer does not represent or guarantee that any
particular federal or state income, payroll, personal property or other tax consequence will
result from participation in the Plan. A Participant should consult with professional tax
advisors to determine the tax consequences of his/her participation. In addition, the Company
does not represent or guarantee positive Credited Investment Return and shall not be required to
restore any negative Credited Investment Return.




Section 10.15 Compliance with Section 409A. The Company intends that this Plan provide
for the deferral of compensation as permitted under Code Section 409A. If any provision of this
Plan is determined to be inconsistent with such intent, it shall be severable and the balance of
this Plan shall remain in full force and effect.




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