EX-10.1 AMENDED AND RESTATED DIRECTORS' DEF COMP P






EXHIBIT 10.2



AMENDED AND RESTATED TOTAL SYSTEM SERVICES, INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN




     Effective as of the 1st day of January, 2009, Total System Services, Inc. (the
“Company”) hereby approves and adopts the amended and restated Total System Services, Inc.
Directors’ Deferred Compensation Plan (the “Plan”).



BACKGROUND AND PURPOSE




     A. Goal. The Company desires to provide members of its Board of Directors with an
opportunity (i) to defer the receipt and income taxation of a portion of such directors’ retainers,
fees, and other compensation as described in the Plan; and (ii) to receive an investment return on
those deferred amounts.



     B. Purpose. The purpose of the Plan is to set forth the terms and conditions pursuant
to which these deferrals may be made and deemed invested and to describe the nature and extent of
the Directors’ rights to their deferred amounts.



     C. Type of Plan. The Plan constitutes an unfunded, nonqualified deferred
compensation plan and is intended to meet the requirements of Code Section 409A.



ARTICLE I

DEFINITIONS




     For purposes of the Plan, each of the following terms, when used with an initial capital
letter, shall have the meaning set forth below unless a different meaning plainly is required by
the context.



     1.1 “Account” shall mean, with respect to a Participant or Beneficiary, the total notional
dollar amount or value evidenced by the last balance posted in accordance with the terms of the
Plan to the record established for such Participant or Beneficiary with respect to the Deferral
Contributions of such Participant for any Plan Year.



     1.2 “Beneficiary” shall mean, with respect to a Participant, the person(s) determined in
accordance with Section 5.5 to receive any death benefits that may be payable under the Plan upon
the death of the Participant.



     1.3 “Board” shall mean the Board of Directors of Total System Services, Inc.



     1.4 “Business Day” shall mean each day on which the New York Stock Exchange operates and is
open to the public for trading.



     1.5 “Code” shall mean the Internal Revenue Code of 1986, as amended.



 









 





     1.6 “Company” or “TSYS” shall mean Total System Services, Inc., a Georgia corporation.



     1.7 “Compensation” shall mean the total of the directors’ fees and retainers which actually
would be payable to a Director in cash during a Plan Year absent a Deferral Election under this
Plan.



     1.8 “Deferral Contributions” shall mean, for each Plan Year, that portion of a Participant’s
Compensation deferred under the Plan pursuant to Section 3.2.



     1.9 “Deferral Election” shall mean a written election form provided by the Plan Administrator
on which a Participant may elect to defer under the Plan all or a portion of such individual’s
Compensation for a Plan Year.



     1.10 “Director” shall mean a member of the Board.



     1.11 “Effective Date” shall mean January 1, 2009. The original effective date of the Plan was
January 1, 2002.



     1.12 “Election Deadline” shall mean, with respect to a Plan Year:




     (a) For a Director who is then a member of the Board, the December 20 (or if December
20 is not a Business Day, the last Business Day immediately preceding December 20)
immediately preceding the first day of such Plan Year.




     (b) For a Director who is first elected by shareholders to be a member of the Board
after (or within thirty (30) days before) the Election Deadline described in Section 1.12(a)
above with respect to a Plan Year, the date which is thirty (30) days after the date the
Director first becomes eligible to participate in the Plan.



     1.13 “Investment Election” shall mean a written election form provided by the Plan
Administrator on which a Participant may elect to have such individual’s Deferral Contributions for
a Plan Year (and all investment earnings attributable thereto) invested to the extent permitted
under the terms of the Plan.



     1.14 “Investment Options” shall mean (a) any designated open-end registered investment company
for which . Fidelity Investments or one of its subsidiaries or affiliates (collectively “Fidelity”)
serves as investment advisor or for which Fidelity is the principal underwriter, and (b) any other
investment option selected by the Plan Administrator.



     1.15 “Participant” shall mean any person participating in the Plan pursuant to the provisions
of Article II.



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     1.16 “Plan” shall mean the Total System Services, Inc. Directors’ Deferred Compensation Plan,
as contained herein and all amendments hereto.



     1.17 “Plan Administrator” shall mean the Company’s Compensation Committee and any individual
or committee the Board designates to act on the Compensation Committee’s behalf with respect to any
or all of the Compensation Committee’s responsibilities hereunder.



     1.18 “Plan Year” shall mean each calendar year period beginning on January 1 and ending on
December 31.



     1.19 “Specified Employee” shall mean specified employee within the meaning of Section 409A.



     1.20 “Valuation Date” shall mean each business day in the Plan Year and such other date(s) as
designated by the Plan Administrator.



ARTICLE II

ELIGIBILITY AND PARTICIPATION




     2.1 Annual Participation. Each individual who is a Director as of the first day of a
Plan Year and is a member of the Board before the beginning of such Plan Year shall be eligible to
defer all or a portion of such individual’s Compensation and thereby to actively participate in the
Plan for such Plan Year. Such individual’s participation shall become effective as of the first
day of such Plan Year, assuming such individual properly and timely completes the election
procedures described below.



     2.2 Interim Plan Year Participation. Each individual who becomes a Director during a
Plan Year shall be immediately eligible to make a Deferral Election and thereby to participate
actively in the Plan for the remainder of such Plan Year.



     2.3 Election Procedures. Each Director shall elect to defer all or a portion of such
individual’s Compensation and thereby become an active Participant for a Plan Year by delivering a
completed Deferral Election and an Investment Election by the Election Deadline. The Plan
Administrator also may require the Director to complete other forms and provide other data, as a
condition of participation in the Plan.



     2.4 Cessation of Eligibility. A Director’s active participation in the Plan shall
terminate, and such individual shall not be eligible to make any additional Deferral Contributions
for any portion of a Plan Year following the date such individual’s service as a Director with
Total System Services, Inc. ceases. In addition, an individual who actively participated in the
Plan during prior Plan Years but who is not a Director or does not complete the election
procedures, for a subsequent Plan Year, shall cease active participation in the Plan for such
subsequent Plan Year. Even if an individual’s active participation in the Plan ends, such
individual shall remain an inactive Participant in the Plan until the earlier of (i) the date the
full amount of such individual’s Accounts is



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distributed from the Plan, or (ii) the date such individual again becomes a Director and
recommences active participation in the Plan. During the period of time that an individual is an
inactive Participant in the Plan, such individual’s Accounts shall continue to be credited with
earnings as provided in the Plan.



ARTICLE III

PARTICIPANTS’ ACCOUNTS; DEFERRAL CONTRIBUTIONS




     3.1 Participants’ Accounts.




     (a) Establishment of Accounts. The Plan Administrator shall establish and
maintain an Account on behalf of each Participant for each Plan Year for which the
Participant makes Deferral Contributions. The Plan Administrator shall credit each
Participant’s Account with the Participant’s Deferral Contributions for such Plan Year and
earnings attributable thereto, and shall maintain such Account until the value thereof has
been distributed to or on behalf of the Participant or the Participant’s Beneficiary.



     3.2 Deferral Contributions.




     (a) Each Director may irrevocably elect to have Deferral Contributions made for a Plan
Year by completing in a timely manner a Deferral Election and an Investment Election and
following other election procedures as provided in Section 2.3. Subject to any
modifications, additions or exceptions that the Plan Administrator, in its sole discretion,
deems necessary, appropriate or helpful, the following terms shall apply to such Deferral
Elections:




     (b) Effective Date. A Participant’s Deferral Election for all or a portion of
a Plan Year shall be effective beginning with the first Compensation (i) in such Plan Year
with respect to a Participant participating for the entire Plan Year, and (ii) with respect
to a Participant participating for a portion of a Plan Year, in the calendar month following
the calendar month in which the Participant makes a Deferral Election. To be effective, a
Participant’s Deferral Election must be made by the Election Deadline. Any Participant who
fails to deliver a Deferral Election, or to complete any of the other requisite election
procedures, in a timely manner, shall be deemed to have elected not to participate in the
Plan for that Plan Year.




     (c) Term. Each Participant’s Deferral Election regarding Compensation for a
Plan Year shall remain in effect with respect to a portion of all Compensation paid or
payable during such Plan Year, but shall not apply to any subsequent Plan Year.




     (d) Deferral Amount. To defer Compensation, a Participant’s Deferral Election
shall specify the percentage of Compensation for a Plan Year to be deferred. A Director may
defer for any Plan Year zero percent (0%) or one hundred percent (100%) of the Participant’s
Compensation for such Plan Year.



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The percentage so elected shall be withheld from each payment of Compensation otherwise
payable to such Participant during the Plan Year. Notwithstanding any provision of this
Plan or a Deferral Election to the contrary, however, the amount withheld from any payment
of Compensation shall be reduced automatically, if necessary, so that it does not exceed the
amount of such payment net of all withholding, allotments and deductions, other than any
reduction pursuant to such Deferral Election. No amounts shall be withheld during any
period an individual ceases to receive Compensation as a Director for any reason during the
Plan Year.




     (e) Revocation. Once made for a Plan Year, a Participant may not revoke a
Deferral Election for such Plan Year.




     (f) Crediting of Deferral Contributions. The Plan Administrator shall credit
to each Participant’s Account for a Plan Year the amount of Compensation reflected on the
Participant’s Deferral Election as of the date(s) on which such Compensation would have been
paid if not subject to the Participant’s Deferral Election.



     3.3 Vesting. A Participant shall at all times be fully vested in such Participant’s
Deferral Contributions and all deemed investment earnings attributable thereto.



ARTICLE IV

DETERMINATION AND CREDITING OF INVESTMENT RETURN




     4.1 General Investment Parameters. The rate of return credited to each Participant’s
Accounts shall be determined on the basis of the Investment Option(s) applicable to the
Participant’s Accounts.



     4.2 Investment of Existing Account Balances. A Participant may change the percentage
of an existing Account balance that will be invested in Investment Options in accordance with
procedures established by the Plan Administrator.



     4.3 Investment Subaccounts. For the sole purpose of tracking a Participant’s
investment elections and calculating investment earnings attributable to a Participant’s Account
for a Plan Year pursuant to the terms of this Article IV, the Plan Administrator may establish and
maintain for such Participant for such Plan Year separate subaccounts, as necessary, the total of
which shall equal such Participant’s Account for such Plan Year.



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ARTICLE V

PAYMENT OF ACCOUNT BALANCES




     5.1 Benefit Amounts.




     (a) Benefit Entitlement. As the benefit under the Plan, each Participant (or
Beneficiary) shall be entitled to receive the total amount of the Participant’s (or
Beneficiary’s) Accounts, determined as of the most recent Valuation Date, and payable at
such times and in such forms as described in this Article V.




     (b) Valuation of Benefit. For purposes hereof, each Account of a Participant
as of any Valuation Date shall be equal to (i) the total amount of all of such Participant’s
Deferral Contributions credited thereto; plus or minus (as applicable) (ii) all investment
earnings or losses attributable thereto; minus (iii) the total amount of all benefit
payments previously made therefrom.



     5.2 Elections of Timing and Form. In conjunction with, and at the time of, completing
a Deferral Election for each Plan Year, a Participant shall select the timing and form of the
distribution that will apply to the Account of such Participant for Deferral Contributions (and
investment earnings attributable thereto) for such Plan Year. The terms applicable to this
selection process are as follows:




     (a) Timing. For a Participant’s Account for each Plan Year, the Participant
may elect that distribution will be made or commence as of: (1) any January 1 following a
special date, (2) the January 1 immediately following the date a Participant attains a
specified age, or (3) the January 1 immediately following the Participant’s cessation of
service as a Director of the Company. The special date or age selected above must be at
least two years after the Plan Year for which the Deferral Contributions are made.




     (b) Form of Distribution. For a Participant’s Account for each Plan Year, the
Participant may elect that the distribution will be paid in one of the following forms:




     (i) a single lump-sum cash payment; or




     (ii) substantially equal annual installments (adjusted for investment earnings
or losses between payments in the manner described in Article IV) over a period of
five (5) to ten (10) years.




     (c) Multiple Selections. A Participant may select a different benefit payment
or commencement date and/or a different form of distribution with respect to such
Participant’s Account for each Plan Year. For ease of administration, the Plan
Administrator may combine Accounts and subaccounts of a Participant to which the same
benefit payment/commencement date and the same form of distribution apply.



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     5.3 Benefit Payments to a Participant.




     (a) Timing. A Participant shall receive or begin receiving a distribution of
each of such Participant’s Accounts as of the January 1 selected by such Participant with
respect to each such Account pursuant to the terms of Section 5.2(a). An amount payable “as
of” any January 1 shall be made as soon as practicable after such January 1 and, unless
extenuating circumstances arise, no later than January 31, provided that under no
circumstances, such payment will be made more than 90 days after January 1.




     (b) Form of Distribution. A Participant shall receive or begin receiving a
distribution of each of such Participant’s Accounts in cash in the form selected by such
Participant with respect to such Account pursuant to the terms of Section 5.2(b).




     (c) Valuation of Single Lump-Sum Payments. The amount of a Participant’s
single lump-sum distribution of any of such Participant’s Accounts as of any applicable
January 1 shall be equal to the value of such Account as of the Valuation Date immediately
preceding the date on which such distribution is paid.




     (d) Valuation of Installment Payments. For purposes of determining the amount
of any installment payment to be paid as of a January 1 from an Account, the Account balance
shall be divided by the number of remaining installments to be paid from such Account
(including the current installment).




     (e) Mandatory 6 Month Delay. Notwithstanding anything in this Section 5.3 to
the contrary, in the case where a Participant is a Specified Employee, any payment made
under this Plan on account of such Participant’s cessation of service as a Director of the
Company shall commence no earlier than the first day of the seventh month following the
Participant’s termination of employment from the Company. In the case of installment
payments under Section 5.2(b) that would have otherwise been paid during the first six
months following the Participant’s termination of employment from the Company, the first
payment will include a lump sum payment equal to any annual installment that would have been
made during such 6 month delay.



     5.4 Death Benefits.




     (a) General. If a Participant dies before receiving the entire amount of the
benefit under the Plan, such Participant’s Beneficiary shall receive distribution of amounts
remaining in the Participant’s Accounts in the form, as elected by the Participant on a
Beneficiary designation form described in Section 5.5, of either:



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     (i) a single lump-sum cash payment of the entire balance in the Participant’s
Accounts as of the January 1 immediately following the date of the Participant’s
death; or




     (ii) (A) for Accounts with respect to which distribution has not commenced
under Section 5.2 at the time of the Participant’s death, substantially equal annual
installments (adjusted for investment earnings between payments in the manner
described in Article IV) over a period of five (5) to ten (10) years, commencing as
of the January 1 immediately following the Participant’s death; and (B) for Accounts
with respect to which distribution has commenced in the form of installments
described in Section 5.2(b)(ii) at the time of the Participant’s death, continuation
of such installment payment schedule.




An amount payable “as of” any January 1 shall be made as soon as practicable after such
January 1 and, unless extenuating circumstances arise, no later than January 31, provided
that under no circumstances, such payment will be made more than 90 days after January 1.




     (b) Valuation. The valuation rules described in subsections 5.3(c) and 5.3(d)
shall apply to payments described in this Section 5.4.



     5.5 Beneficiary Designation.




     (a) General. A Participant shall designate a Beneficiary or Beneficiaries for
all of such Participant’s Accounts by completing the form prescribed for this purpose for
the Plan by the Plan Administrator and submitting such form as instructed by the Plan
Administrator. Once a Beneficiary designation is made, it shall continue to apply until and
unless such Participant makes and submits a new Beneficiary designation form for this Plan.




     (b) No Designation or Designee Dead or Missing. In the event that:




     (i) a Participant dies without designating a Beneficiary;




     (ii) the Beneficiary designated by a Participant is not surviving or in
existence when payments are to be made or commence to such designee under the Plan,
and no contingent Beneficiary, surviving or in existence, has been designated; or




     (iii) the Beneficiary designated by a Participant cannot be located by the Plan
Administrator within 1 year from the date benefit payments are to be made or
commence to such designee;




then, in any of such events, the Beneficiary of such Participant shall be the Participant’s
surviving spouse, if any, who can then be located, and if not, the



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estate of the Participant. The entire balance in the Participant’s Accounts shall be paid
to such Beneficiary in the form of a single lump-sum cash payment described in Section
5.4(a)(i).




     (c) Death of Beneficiary. If a Beneficiary who survives the Participant, and
to whom payment of Plan benefits commences, dies before complete distribution of the
Participant’s Accounts, the entire balance in such Accounts shall be paid to the estate of
such Beneficiary in the form of a single lump-sum cash payment as of the January 1
immediately following such Beneficiary’s death. An amount payable “as of” any January 1
shall be made as soon as practicable after such January 1 and, unless extenuating
circumstances arise, no later than January 31, provided that under no circumstances, such
payment will be made more than 90 days after January 1. The valuation rules described in
subsection 5.3(c) shall apply to any payments described in this subsection 5.5(c).



     5.6 Unforeseeable Financial Emergency. A Participant who believes he or she is
suffering an “Unforeseeable Financial Emergency” may apply to the Plan Administrator for a
distribution under the Plan in order to alleviate such emergency. An “Unforeseeable Financial
Emergency” shall mean a severe financial hardship resulting from an illness or accident of the
Participant or a dependent (as defined in Section 152 of the Code without regard to Section
152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty (including
the need to rebuild a home not otherwise covered by insurance), or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant.
Except as otherwise provided herein, the purchase of a home and the payment of college tuition are
not unforeseeable emergencies. Whether a Participant or dependent is faced with an unforeseeable
emergency is to be determined by the Plan Administrator based on the relevant facts and
circumstances of each case, but, in any case, a distribution on account of an unforeseeable
emergency may not be made to the extent that such emergency is or may be relieved through
reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s
assets, to the extent the liquidation of such assets would not cause severe financial hardship, or
by cessation of deferrals under the arrangement. If the Plan Administrator determines, in its sole
discretion, that a Participant qualified for a distribution due to an Unforeseeable Financial
Emergency, the Participant will receive a distribution in an amount which it determines is
necessary or appropriate, not to exceed the Participant’s Account balance, and the Plan
Administrator shall pay such amount to the Participant in a single lump sum cash payment.



     5.7 Taxes. If the whole or any part of any Participant’s or Beneficiary’s benefit
hereunder shall become subject to any estate, inheritance, income, employment or other tax which a
Company shall be required to pay or withhold, the Company shall have the full power and authority
to withhold and pay such tax out of any monies or other property in its hand for the account of the
Participant or Beneficiary whose interests hereunder are so affected. Prior to making any payment,
the Company may



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require such releases or other documents from any lawful taxing authority as it shall deem
necessary.



ARTICLE VI

CLAIMS




     6.1 Initial Claim. Claims for benefits under the Plan may be filed with the Plan
Administrator on forms or in such other written documents, as the Plan Administrator may prescribe.
The Plan Administrator shall furnish to the claimant written notice of the disposition of a claim
within 90 days after the application therefor is filed. In the event the claim is denied, the
notice of the disposition of the claim shall provide the specific reasons for the denial, citations
of the pertinent provisions of the Plan, and, where appropriate, an explanation as to how the
claimant can perfect the claim and/or submit the claim for review.



     6.2 Appeal. Any Participant or Beneficiary who has been denied a benefit shall be
entitled, upon request to the Plan Administrator, to appeal the denial of the claim. The claimant
(or a duly authorized representative) may review pertinent documents related to the Plan and in the
Plan Administrator’s possession in order to prepare the appeal. The request for review, together
with written statement of the claimant’s position, must be filed with the Plan Administrator no
later than 60 days after receipt of the written notification of denial of a claim provided for in
Section 6.1. The Plan Administrator’s decision shall be made within 60 days following the filing
of the request for review. If unfavorable, the notice of the decision shall explain the reasons
for denial and indicate the provisions of the Plan or other documents used to arrive at the
decision.



     6.3 Satisfaction of Claims. The payment of the benefits due under the Plan to a
Participant or Beneficiary shall discharge the Company’s obligations under the Plan, and neither
the Participant nor the Beneficiary shall have any further rights under the Plan upon receipt by
the appropriate person of all benefits. In addition, (i) if any payment is made to a Participant
or Beneficiary with respect to benefits described in the Plan from any source arranged by the
Company including, without limitation, any fund, trust, insurance arrangement, bond, security
device, or any similar arrangement, such payment shall be deemed to be in full and complete
satisfaction of the obligation of the Company under the Plan to the extent of such payment as if
such payment had been made directly by such Company.



ARTICLE VII

PLAN ADMINISTRATION




     7.1 Rights and Duties of the Plan Administrator. The Plan Administrator shall
administer the Plan and shall have all powers necessary to accomplish that purpose, including (but
not limited to) the following:




     (a) to construe, interpret and administer the Plan;



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     (b) to make determinations required by the Plan, and to maintain records regarding
Participants’ and Beneficiaries’ benefits hereunder;




     (c) to compute and certify to Company the amount and kinds of benefits payable to
Participants and Beneficiaries, and to determine the time and manner in which such benefits
are to be paid;




     (d) to authorize all disbursements by Company pursuant to the Plan;




     (e) to maintain all the necessary records of the administration of the Plan;




     (f) to make and publish such rules and procedures for the regulation of the Plan as are
not inconsistent with the terms hereof;




     (g) to delegate to other individuals or entities from time to time the performance of
any of its duties or responsibilities hereunder; and




     (h) to hire agents, accountants, actuaries, consultants and legal counsel to assist in
operating and administering the Plan.



     The Plan Administrator shall have the exclusive right to construe and interpret the Plan, to
decide all questions of eligibility for benefits and to determine the amount of such
benefits, and its decisions on such matters shall be final and conclusive on all parties.



     7.2 Bond; Compensation. The Plan Administrator and (if applicable) its members shall
serve as such without bond and without compensation for services hereunder. All expenses of the
Plan Administrator shall be paid by the Company.



ARTICLE VIII

AMENDMENT AND TERMINATION




     8.1 Amendments. Subject to Section 8.3, the Board shall have the right, in its sole
discretion, to amend the Plan in whole or in part at any time and from time to time. In addition,
the Plan Administrator shall have the right, in its sole discretion, to amend the Plan at any time
and from time to time so long as such amendment will not result in a material increase in
liabilities associated with the Plan.



     8.2 Termination of Plan. Subject to Section 8.3, the Company reserves the right to
discontinue and terminate the Plan at any time, for any reason. Any action to terminate the Plan
shall be taken by the Board and such termination shall be binding on the Company, Participants and
Beneficiaries; provided, however, the Plan may not be terminated before the date on which all
amounts credited to all Participant accounts



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have been distributed in accordance with Article 5, except as permitted under Code Section
409A and Treas. Reg. Section 1.409A-3(j)(ix).



     8.3 Limitation on Authority. Except as otherwise provided in this Section 8.3, no
contractual right created by and under any Deferral Election made prior to the effective date of
any amendment or termination shall be abrogated by any amendment or termination of the Plan, absent
the express, written consent of the Participant who made the Deferral Election.




     (a) Plan Amendments. The limitation on authority described in this Section 8.3
shall not apply to any amendment of the Plan which is reasonably necessary, in the opinion
of counsel, (i) to preserve the intended income tax consequences of the Plan described in
Section 9.1, or (ii) to guard against other material adverse impacts on Participants and
Beneficiaries, and which, in the opinion of counsel, is drafted primarily to preserve such
intended consequences, or status, or to guard against such adverse impacts.




     (b) Plan Termination. The limitation on authority described in this Section
8.3 shall not apply to any termination of the Plan as the result of a determination that, in
the opinion of counsel or of an accounting firm, Participants and Beneficiaries generally
are subject to federal income taxation on Deferral Contributions or other amounts in
Participant Accounts prior to the time of distribution of amounts under the Plan but only if
such termination is reasonably necessary to guard against material adverse impacts on
Participants and Beneficiaries, or the Company; provided, however, the Plan may not be
terminated before the date on which all amounts credited to all Participant accounts have
been distributed in accordance with Article 5, except as permitted under Code Section 409A
and Treas. Reg. Section 1.409A-3(j)(ix).




     (c) Opinions. In each case in which an opinion is contemplated in this Section
8.3, such opinion shall be in writing and delivered to the Board, rendered by a nationally
recognized law or accounting firm selected or approved by the Board.



ARTICLE IX

MISCELLANEOUS




     9.1 Taxation. It is the intention of the Company that the benefits payable hereunder
shall not be deductible by the Company nor taxable for federal income tax purposes to Participants
or Beneficiaries until such benefits are paid by the Participating Company to such Participants or
Beneficiaries. When such benefits are so paid, it is the intention of the Company that they shall
be deductible by the Company under Code Section 162.



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     9.2 Withholding. All payments made to a Participant or Beneficiary hereunder shall be
reduced by any applicable federal, state or local withholding or other taxes or charges as may be
required under applicable law.



     9.3 No Continued Directorship. Nothing herein contained is intended to be nor shall
be construed as constituting a contract or other arrangement between the Company and any
Participant to the effect that the Participant will be employed by the Company or continue to be a
Director for any specific period of time.



     9.4 Headings. The headings of the various articles and sections in the Plan are
solely for convenience and shall not be relied upon in construing any provisions hereof. Any
reference to a section shall refer to a section of the Plan unless specified otherwise.



     9.5 Gender and Number. Use of any gender in the Plan will be deemed to include all
genders when appropriate, and use of the singular number will be deemed to include the plural when
appropriate, and vice versa in each instance.



     9.6 Assignment of Benefits. The right of a Participant or Beneficiary to receive
payments under the Plan may not be anticipated, alienated, sold, assigned, transferred, pledged,
encumbered, attached or garnished by creditors of such Participant or Beneficiary, except by will
or by the laws of descent and distribution and then only to the extent permitted under the terms of
the Plan.



     9.7 Legally Incompetent. The Plan Administrator, in its sole discretion, may direct
that payment be made to an incompetent or disabled person, for whatever reason, to the guardian of
such person or to the person having custody of such person, without further liability on the part
of the Company for the amount of such payment to the person on whose account such payment is made.



     9.8 Entire Document. This Plan document sets forth the entire Plan and all rights and
limits. Except for a formal amendment hereto, no document shall modify the Plan or create any
additional rights or benefits.



     9.9 Governing Law. The Plan shall be construed, administered and governed in all
respects in accordance with applicable federal law and, to the extent not preempted by federal law,
in accordance with the laws of the State of Georgia. If any provisions of this instrument shall be
held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions
hereof shall continue to be fully effective.



     9.10 No Funding. The Plan constitutes a mere promise by the Company to make benefit
payments to such Participants and Beneficiaries in the future and Participants and Beneficiaries
shall have the status of general unsecured creditors of the Company. Any Accounts established
pursuant to the Plan shall remain the property of the Company until distributed, and nothing in the
Plan will otherwise be construed to



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create a trust or to obligate the Company or any other person to segregate a fund, purchase an
insurance contract, or in any other way currently to fund the future payment of any benefits
hereunder, nor will anything herein be construed to give any employee or any other person rights to
any specific assets of the Company or of any other person. The Company may, in its sole
discretion, create a grantor trust to pay its obligations hereunder, but shall have no obligation
to do so. In all events, it is the intent of the Company that the Plan be treated as unfunded for
tax purposes. This Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974.




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