Filed by Bowne Pure Compliance




Exhibit 10.2
 

D.R. HORTON, INC.




AMENDED AND RESTATED




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2




D.R. Horton, Inc. established, on January 1, 1994, the D.R. Horton, Inc. Supplemental Executive
Retirement Plan No. 2 (the “Plan”), a supplemental retirement plan for certain of its key
management or highly compensated employees pursuant to which it makes Employer allocations of
benefits for retirement.



The Plan hereby is amended and restated, effective January 1, 2005, and is intended as good faith
compliance with the American Jobs Creation Act of 2004 with respect to amounts earned or that
become vested on or after January 1, 2005.



ARTICLE I

GENERAL




Section 1.1 Effective Date. This Plan was originally effective as of
January 1, 1994. This amendment and restatement of the Plan
shall be effective as of January 1, 2005.



Section 1.2 Purpose. The purpose of the Plan is to protect Participants
against contingencies that interrupt or impair their earning
power and to assure that funds will be available for such
Participants upon retirement, death or disability.



ARTICLE II

DEFINITIONS AND USAGE




Section 2.1 Definitions. Wherever used in the Plan, the following words and phrases shall
have the meaning set forth unless the context plainly requires a different meaning:




	 	(a)	 	“Account” means the account established on behalf of
the Participant as described in Section 4.2
	 
	 	(b)	 	“Administrative Committee” means the committee
appointed by the Board to administer the Plan.
	 
	 	(c)	 	“Affiliate” means any business entity 80% or more owned
or controlled by the Company.
	 
	 	(d)	 	“Agreement” means an agreement for Supplemental
Retirement Benefits between the Employer and a Participant in accordance with
Section 3.3.
	 
	 	(e)	 	“Board” means the Board of Directors of the Company.
	 
	 	(f)	 	“Cause” means any matter that constitutes a violation
of the standard of employee conduct set forth in the Company’s Employee Manual
as in effect on the date of such termination.




 


 









 











	 	(g)	 	“Change in Control” means:






	 	(i)	 	With respect to amounts that were both earned
and vested as of December 31, 2004, and any earnings attributable
thereto, the occurrence of any of the following events:






	 	(1)	 	A merger, consolidation or
reorganization of the Company into or with another corporation
or other legal person if the stockholders of the Company,
immediately before such merger, consolidation or reorganization,
do not, immediately following such merger, consolidation or
reorganization, then own directly or indirectly, more than 50%
of the combined voting power of the then-outstanding voting
securities of the corporation or other legal person resulting
from such merger, consolidation or reorganization in
substantially the same proportion as their ownership of Voting
Securities (as hereinafter defined) immediately prior to such
merger, consolidation or reorganization;
	 
	 	(2)	 	The Company sells all or
substantially all of its assets to another corporation or other
legal person, or there is a complete liquidation or dissolution
of the Company;
	 
	 	(3)	 	There is a report filed on
Schedule 13D or Schedule 14D-1 (or any successor schedule, form
or report), each as promulgated pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
disclosing that any person (as the term “person” is used
in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has
become the beneficial owner (as the term “beneficial
owner” is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of securities
representing 20% or more of the combined voting power of the
then-outstanding voting securities of the Company (“Voting
Securities”) (computed in accordance with the standards for
the computation of total percentage ownership for the purposes
of Schedule 13D or Schedule 14D-1 (or any successor schedule,
form or report)); or
	 
	 	(4)	 	The Company files a report or
proxy statement with the Securities and Exchange Commission
pursuant to the Exchange Act disclosing in response to Form 8-K
or Schedule 14A (or any successor schedule, form or report or
item therein) that a change in control of the Company has
occurred or will occur in the future pursuant to any
then-existing contract or transaction.




 


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	 	(ii)	 	With respect to amounts that are earned and/or
become vested on or after January 1, 2005, and any earnings
attributable thereto, the occurrence of any of the following events:






	 	(1)	 	A merger, consolidation or
reorganization of the Company into or with another corporation
or other legal person if the stockholders of the Company,
immediately before such merger, consolidation or reorganization,
do not, immediately following such merger, consolidation or
reorganization, then own directly or indirectly, at least 50% of
the combined voting power of the then-outstanding voting
securities of the corporation or other legal person resulting
from such merger, consolidation or reorganization in
substantially the same proportion as their ownership of Voting
Securities (as defined above) immediately prior to such merger,
consolidation or reorganization;
	 
	 	(2)	 	The Company sells all or
substantially all of its assets to another corporation or other
legal person, or there is a complete liquidation or dissolution
of the Company, in each case, subject to the requirements of
Section 409A of the Code and any regulations or other guidance
issued thereunder;
	 
	 	(3)	 	There is a report filed on
Schedule 13D or Schedule 14D-1 (or any successor schedule, form
or report), each as promulgated pursuant to the Exchange Act of
1934 disclosing that any person or group has acquired, either in
one transaction or in a series of transactions over a 12-month
period ending on the date of the most recent acquisition, the
beneficial ownership of securities representing more than 35% of
the combined voting power of the then-outstanding Voting
Securities (computed in accordance with the standards for the
computation of total percentage ownership for the purposes of
Schedule 13D or Schedule 14D-1 (or any successor schedule, form
or report));




 


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	 	(4)	 	There is a report filed on
Schedule 13D or Schedule 14D-1 (or any successor schedule, form
or report), each as promulgated pursuant to the Exchange Act of
1934 disclosing that any person or group has become the
beneficial owner of securities representing 50% or more of the
combined voting power of the then-outstanding Voting Securities
(computed in accordance with the standards for the computation
of total percentage ownership for the
purposes of Schedule 13D or Schedule 14D-1 (or any successor
schedule, form or report));.
Notwithstanding the provisions set forth above, a “Change in Control” shall
not be deemed to have occurred for purposes of this Plan solely because
(i) the Company, (ii) any Affiliate, or (iii) any employee stock ownership
plan or any other employee benefit plan of the Company or any Affiliate
either files or becomes obligated to file a report or a proxy statement
under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
Schedule 14A (or any successor schedule, form or report or item therein)
under the Exchange Act disclosing beneficial ownership by it of Voting
Securities, whether in excess of 20% or otherwise, or because the Company
reports that a change in control of the Company has occurred or will occur
in the future by reason of such beneficial ownership. For purposes of
calculating beneficial ownership pursuant to this subsection, any Voting
Securities held by Donald R. Horton as of the date hereof or received by
Donald R. Horton in connection with any merger involving the Company and any
affiliate of the Company shall not be included in the calculation of
beneficial ownership.






	 	(h)	 	“Code” means the Internal Revenue Code of 1986, as
amended.
	 
	 	(i)	 	“Company” means D.R. Horton, Inc., a Delaware
corporation, and any successor thereto.
	 
	 	(j)	 	“Compensation” means an employee’s Salary, Incentive
Compensation, and other compensation paid by the Employer for the Plan Year.
	 
	 	(k)	 	“Disabled” means that a Participant either (i) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, or (ii) is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three (3) months under an
accident and health plan covering employees of the Employer.
	 
	 	(l)	 	“Eligible Employee” has the meaning set forth in
Section 3.1.
	 
	 	(m)	 	“Employer” means the Company and each Affiliate of the
Company.
	 
	 	(n)	 	“Incentive Compensation” means such bonuses and other
non periodic amounts (not including equity compensation) payable to an employee
in addition to his Salary for services rendered during the Plan Year, which may
be paid to the employee in the following Plan Year as determined by the
Employer in accordance with its general policies and procedures and its sole
discretion. Whether a payment qualifies as “Incentive
Compensation” shall be determined by the Administrative Committee in its
sole discretion.




 


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	 	(o)	 	“Participant” means an Eligible Employee of the
Employer who is participating in the Plan in accordance with Section 3.2.
	 
	 	(p)	 	“Plan” means the D.R. Horton, Inc. Amended and Restated
Supplemental Executive Retirement Plan No. 2, as set forth herein, and as it
may be amended from time to time.
	 
	 	(q)	 	“Plan Year” means October 1st through September 30th.
	 
	 	(r)	 	“Salary” means the base annual compensation payable to
an employee by the Employer for services rendered during a Plan Year, before
reduction for amounts deferred pursuant to the D.R. Horton, Inc. Deferred
Compensation Plan or to the D.R. Horton, Inc. Profit Sharing Plus Plan, or any
other deferred compensation, 401(k), or cafeteria plan, which is payable in
cash to the employee for services to be rendered during the Plan Year; provided
that “Salary” shall exclude Incentive Compensation that may be paid by the
Employer to an employee with respect to the Plan Year.
	 
	 	(s)	 	“Supplemental Retirement Benefit” means the deferred
compensation benefit of a Participant as determined under Article IV.





Section 2.2 Usage. Except where otherwise indicated by the context, any masculine
terminology used herein shall also include the feminine and vice versa, and the definition of
any term herein in the singular shall also include the plural and vice versa.



ARTICLE III

ELIGIBILITY AND PARTICIPATION




Section 3.1 Eligibility. An “Eligible Employee” is an employee of the
Employer who has been chosen by the Administrative Committee,
in the exercise of its sole discretion, to be permitted to
participate in the Plan; provided that at all times the Plan
shall continue to qualify as an unfunded plan maintained
primarily to provide deferred compensation benefits to a
select group of management or highly compensated employees,
within the meaning of sections 201, 301, and 401 of the
Employee Retirement Income Security Act of 1974, as amended
from time to time. Eligibility begins on the first day of the
first Plan Year subsequent to being chosen by the
Administrative Committee to participate in the Plan.



Section 3.2 Participation. Each Eligible Employee of the Employer shall
become a Participant by having Supplemental Retirement
Benefits allocated to his Account. A Participant shall
continue as such until his or her entire Supplemental
Retirement Benefit has been paid.


 


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Section 3.3 Agreement Procedure. The Employer and each Eligible Employee
may execute an Agreement that provides for the amount to be
allocated by the Employer to a Participant’s Account in
accordance with Section 4.3 below.



ARTICLE IV

SUPPLEMENTAL RETIREMENT BENEFIT




Section 4.1 Supplemental Retirement Benefit. A Participant’s Supplemental
Retirement Benefit shall be equal to the total amount
allocated to the Participant’s Account.



Section 4.2 Accounts. The Company shall establish and maintain, pursuant
to the terms of the Plan, an Account for each Participant
consisting of amounts allocated pursuant to Sections 4.3, 4.4
and 4.5 below. All amounts which are allocated to the Account
shall be allocated solely for purposes of accounting and
computation.



Section 4.3 Allocations. The Company shall allocate such amount under the
Plan as determined under any Agreement that is in effect for
each Plan Year. In the event that the Employer and the
Eligible Employee have not executed an Agreement, the Company
may allocate such amount under the Plan as the Administrative
Committee determines in its sole discretion.



Section 4.4 Earnings. A Participant’s Account shall be credited (or
debited) quarterly with earnings (or losses) at a rate
determined by the Company, in accordance with the procedures
established by the Administrative Committee.



Section 4.5 Valuation of Accounts. The value of a Participant’s Account
shall be determined from time to time by the Administrative
Committee in the following manner:




	 	(a)	 	First, a Participant’s Account shall be allocated with earnings
as specified above;
	 
	 	(b)	 	Next, a Participant’s Account shall be allocated with all
Company allocations as specified above.






Each Participant’s Account shall be valued as of the last day of each Plan Year (or
more frequently as agreed upon by the Administrative Committee), and shall be valued
as of the date that a Participant receives a payment under the Plan, in accordance
with the procedures established by the Administrative Committee. All allocations to
a Participant’s Account shall be deemed to have been made on the applicable
valuation date in the order of priority set forth in this Section 4.5.


 


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ARTICLE V

PAYMENT OF BENEFITS




Section 5.1 Commencement of Supplemental Retirement Benefit Payments. Except as otherwise
provided in this Article V, the payment of a Participant’s Supplemental Retirement Benefit
shall be made (in the case of a lump sum) or shall commence
(in the case of installment payments) within 60 days after the date on which the
earliest of the following events occurs:




	 	(a)	 	the Participant terminates service with the Employer for any
reason;
	 
	 	(b)	 	the Participant’s service with the Employer is terminated by
the Employer for any reason;
	 
	 	(c)	 	the Participant becomes Disabled;
	 
	 	(d)	 	the Participant dies; or
	 
	 	(e)	 	there is a Change in Control of the Company.






If a Participant dies before receiving the Supplemental Retirement Benefit, then
such Supplemental Retirement Benefit shall be paid in the form of a lump sum payment
to the person or persons designated under Section 5.3. Notwithstanding any other
provision of this Plan to the contrary, a Participant’s right to receive any
Supplemental Retirement Benefit shall terminate and be forfeited immediately upon
termination of the Participant’s service with the Employer for Cause.


 


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Section 5.2 Specified Employees. Notwithstanding any other provision of
this Plan to the contrary, with respect to any Participant who
is a “specified employee” (as such term is defined under
Section 409A of the Code), no distribution under paragraphs
(a) or (b) of Section 5.1 of this Plan may be made of the
Supplemental Retirement Benefit, earlier than six (6) months
following the date of such Participant’s termination of
service with the Employer; provided, however, that in the case
of distributions that are to be paid in quarterly installments
(as opposed to in a lump sum), any installments that would
otherwise have been payable during the six-month period
immediately following a Participant’s termination of service
with the Employer shall be payable in lump sum on the first
day of the seventh month following such termination.



Section 5.3 Designation of Beneficiary. A Participant may, by written
instrument delivered to the Administrative Committee during
the Participant’s lifetime, designate one or more primary and
contingent beneficiaries to receive the Supplemental
Retirement Benefit which may be payable hereunder following
the Participant’s death, and may designate the proportions in
which such beneficiaries are to receive such payments. A
Participant may change such designations from time to time,
and the last written designation filed with the Administrative
Committee prior to the Participant’s death shall control.
Notwithstanding the foregoing, a Participant who is married
may not designate a beneficiary other than the Participant’s
spouse, unless the spouse consents in writing to such
alternate beneficiary designation. In the event a Participant
does not designate a beneficiary, or for any reason such
designation is ineffective, in whole or in part, or if no
designated beneficiary survives the Participant, payment shall
be made by the Administrator in the following order of
priority:




	 	(a)	 	to the Participant’s surviving spouse; or if none;
	 
	 	(b)	 	to the Participant’s children, per stripes; or if none;
	 
	 	(c)	 	the amounts that otherwise would have been paid to the
Participant or the Participant’s beneficiaries under the Plan shall be paid to
the Participant’s estate.





Section 5.4 Form of Supplemental Retirement Benefit Payments.




	 	(a)	 	Subject to Section 5.2, each Participant shall make a
distribution election to select distribution of his or her Supplemental
Retirement Benefit either (i) in a lump sum or (ii) in quarterly installments
over a period not to exceed five (5) years, provided that any such distribution
election, to the extent not already made, must be made no later than December
31, 2008; provided, however, that (i) no such election made in the calendar
year 2006 may change payment elections with respect to payments that would have
otherwise been received in the calendar year 2006, or to accelerate payments
into calendar year 2006 that would not have otherwise been made in 2006,
(ii) no such election made in the 




 


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	 	 	 	calendar year 2007 may change payment elections with respect to payments that would have otherwise
been received in the calendar year 2007, or to accelerate payments into
calendar year 2007 that would not have otherwise been made in 2007; and
(iii) no such election made in the calendar year 2008 may change payment
elections with respect to payments that would have otherwise been received
in the calendar year 2008, or to accelerate payments into calendar year 2008
that would not have otherwise been made in 2008. New Plan participants
shall make their election pursuant to this Section 5.4(a) within 30 days of
becoming eligible to participate in the Plan. Notwithstanding anything
herein to the contrary, if a distribution election under this Section 5.4(a)
is not received prior to the deadlines set forth in this Section 5.4(a),
distribution of such Supplemental Retirement Benefit shall be made pursuant
to Section 5.4(c) as if the Participant had not made any election under this
Section 5.4(a).
	 
	 	(b)	 	If a Participant elects to receive his or her distributions in
the form of quarterly installments, the amount of each installment payment
shall be equal to the balance remaining in the Participant’s Account multiplied
by a fraction, the numerator of which is one (1), and the denominator of which
is the total number of remaining installment payments. The installment amount
shall be adjusted annually to reflect investment gains and losses allocated to
the Participant’s Account.
	 
	 	(c)	 	If no valid distribution election is made in accordance with
this Section 5.4 by the deadlines specified in Section 5.4(a), the
Participant’s Account will be distributed in the form of a lump sum payment
upon termination of employment subject to Section 5.2.
	 
	 	(d)	 	Each Participant’s distribution election shall be made in
writing, signed by the Participant on a Distribution Election Form provided by
the Company.
	 
	 	(e)	 	Notwithstanding any distribution election made by the
Participant pursuant to this Section 5.4 to receive installment payments, if
the Participant dies before such installment payments commence, or while such
installment payments are being made, the balance of the Participant’s
Supplemental Retirement Benefit shall be paid in the form of a lump sum to the
person or persons designated under Section 5.3.





ARTICLE VI

ADMINISTRATION




Section 6.1 General. Except as otherwise specifically provided in the
Plan, the Administrative Committee shall be responsible for
administration of the Plan.



Section 6.2 Administrative Rules. The Administrative Committee may adopt
such rules of procedure as it deems desirable for the conduct
of its affairs except to the extent that such rules conflict
with the provisions of the Plan.


 


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Section 6.3 Duties. The Administrative Committee shall have the following
rights, power, duties, and discretionary authority:




	 	(a)	 	The decision of the Administrative Committee in matters within
its jurisdiction shall be final, binding and conclusive upon any person
affected by such decision, subject to the claims procedure hereinafter set
forth.
	 
	 	(b)	 	The Administrative Committee shall have the complete
discretionary duty and authority to interpret and construe the provisions of
the Plan, to decide any question which may arise regarding the rights of
employees, Participants, and beneficiaries, and the amounts of their respective
interests, to adopt, amend or waive such rules and to exercise such powers as
the Administrative Committee may deem necessary for the administration of the
Plan, and to exercise any other rights, powers or privileges granted to the
Administrative Committee by the terms of the Plan.
	 
	 	(c)	 	The Administrative Committee shall maintain full and complete
records of its decisions. Its records shall contain all relevant data
pertaining to the Participant and his rights and duties under the Plan. The
Administrative Committee shall have the duty to maintain Account records of all
Participants.
	 
	 	(d)	 	The Administrative Committee shall cause the .principal
provisions of the Plan to be communicated to the Participants, and a copy of
the Plan and other documents shall be available at the principal office of the
Company for inspection by the Participants at reasonable times determined by
the Administrative Committee.





Section 6.4 Fees. No fee or compensation shall be paid to any person for services as the
Administrative Committee.



ARTICLE VII

CLAIMS PROCEDURE




Section 7.1 General. Any claim for Supplemental Retirement Benefits under
the Plan shall be filed by the Participant or beneficiary
(“claimant”) on the form prescribed for such purpose with the
Administrative Committee.



Section 7.2 Denials. If a claim for Supplemental Retirement Benefits
under the Plan is wholly or partially denied, notice of the
decision shall be furnished to the claimant by the
Administrative Committee within 90 days after receipt of the
claim by the Administrative Committee. If special
circumstances require an extension, an additional 90 day
period may apply, provided that the claimant is notified of
the extension before the expiration of the first 90 days.


 


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Section 7.3 Notice. Any claimant who is denied a claim for Supplemental
Retirement Benefits shall be furnished written notice setting
forth:




	 	(a)	 	the specific reason or reasons for the denial;
	 
	 	(b)	 	specific reference to the pertinent provision of the Plan upon
which the denial is based;
	 
	 	(c)	 	a description of any additional material or information
necessary for the claimant to perfect the claim;
	 
	 	(d)	 	an explanation of the claim review procedure under the Plan;
and
	 
	 	(e)	 	a statement of the claimant’s rights to bring a civil action
under ERISA Section 502(a).






	 	 	Section 7.4 Appeals Procedure. So a claimant may appeal a denial of a claim, the claimant
or the claimant’s duly authorized representative may:






	 	(a)	 	request a review by written application to the Administrative
Committee, or its designate, no later than 60 days after receipt by the
claimant of written notification of denial of a claim;
	 
	 	(b)	 	review, free of charge, pertinent documents; and
	 
	 	(c)	 	submit issues and comments in writing, whether or not such
information was considered in connection with the initial benefits
determination.





Section 7.5 Review. A decision on review of a denied claim shall be made not later than 60
days after receipt of a request for review, unless special circumstances require an extension
of time for processing, in which case a decision shall be rendered within a reasonable period
of time, but not later than 120 days after receipt of a request for review. The decision on
review shall be in writing and shall include the specific reason(s) for the decision and the
specific reference(s) to the pertinent provisions of the Plan on which the decision is based.
Deference will not be afforded any prior benefits determination.




If the claimant’s appeal is denied in whole or in part, he will be notified in
writing of the specific reasons for the decision. The denial notice will also
include the following information: (i) references to the specific Plan provision(s)
upon which the decision was based; (ii) a statement that, upon written request and
free of charge, the claimant will be provided reasonable access to and copies of all
documents, records and other information relevant to this claim for benefits; and
(iii) a statement of the claimant’s right to bring a civil action under ERISA
Section 502(a).




The Plan Administrative Committee is granted complete discretion and authority to
decide all claims (including any underlying factual determinations), and its
decision on review will be final and binding on all parties unless overturned by a
court.


 


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ARTICLE VIII

MISCELLANEOUS PROVISIONS




Section 8.1 Contractual Obligation. The Plan shall create an unfunded,
unsecured contractual obligation on the part of the Employer
to make payments from the Participants’ Accounts when due.
Payment of Account balances shall be made out of the general
assets of the Employer unless otherwise provided for by the
Employer.



Section 8.2 Unsecured Interest. No Participant or party claiming an
interest in a Participant’s Account shall have any interest
whatsoever in any specific asset of the Employer. To the
extent that any party acquires a right to receive payments
under the Plan, such right shall be equivalent to that of an
unsecured general creditor of the Employer. Each Participant,
by participating hereunder, agrees to waive any priority
creditor status for wage payments with respect to any amounts
due hereunder. The Employer shall have no duty to set aside
or invest any amounts credited to Participants’ Accounts under
this Plan. Accounts established hereunder are solely for
bookkeeping purposes and the Employer shall not be required to
segregate any funds based on such Accounts.



Section 8.3 Withholding of Taxes. The Employer shall have the right to
require Participants to remit to the Employer an amount
sufficient to satisfy federal, state, and local withholding
tax requirements, or to deduct from all payments made pursuant
to the Plan (or from a Participant’s other Compensation)
amounts sufficient to satisfy such withholding tax
requirements. The Employer makes no representations,
warranties, or assurances and assumes no responsibility as to
the tax consequences of this Plan or participation herein.



Section 8.4 Amendment. The Company reserves the right to amend the Plan,
from time to time, in any manner that it deems advisable, by a
resolution of the Board or Administrative Committee. No
amendment shall, without the Participant’s consent, affect the
amount of the Participant’s Supplemental Retirement Benefit at
the time the amendment becomes effective or the rights of the
Participant to receive a Supplemental Retirement Benefit.



Section 8.5 Termination. The Company reserves the right to terminate the
Plan or suspend contributions for any period of time and from
time to time. No termination shall, without the Participant’s
consent, affect the amount of the Participant’s Supplemental
Retirement Benefit prior to the termination or the right of
the Participant to receive a Supplemental Retirement Benefit.
In addition, termination of the Plan shall not be a permitted
distribution event, except to the extent permitted under
Section 409A of the Code without imposition of the additional
tax set forth in Section 409A(a)(1)(B) of the Code.


 


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Section 8.6 No Assignment. The Participant shall not have the power to
pledge, transfer, assign, anticipate, mortgage or otherwise
encumber or dispose of in advance, any
interest in amounts payable hereunder or any of the payments provided for
herein, nor shall any interest in amounts payable hereunder or in any payments
be subject to seizure for payments of any debts, judgments, alimony or separate
maintenance, or be reached or transferred by operation of law in the event of
bankruptcy, insolvency or otherwise.



Section 8.7 Successors and Assigns. The provisions of the Plan
are binding upon and inure to the benefit of the
Employer, its successors and assigns, and the
Participant, his beneficiaries, heirs, legal
representatives and assigns.



Section 8.8 Governing Law. Except to the extent preempted by
applicable federal law, the Plan shall be subject to
and construed in accordance with the laws of the
State of Texas.



Section 8.9 No Guarantee of Employment. Nothing contained in the
Plan shall be construed as a contract of employment
or deemed to give any Participant the right to be
retained in the employ of the Employer or any equity
or other interest in the assets, business or affairs
of the Employer. No Participant hereunder shall have
a security interest in any assets of the Employer to
secure the Employer’s obligations to pay any
Supplemental Retirement Benefits.



Section 8.10 Severability. If any provision of the Plan shall be
held illegal or invalid for any reason, such
illegality or invalidity shall not affect the
remaining provisions of the Plan, but the Plan shall
be construed and enforced as if such illegal or
invalid provision had never been included herein.



Section 8.11 Notification of Addresses. Each Participant and each
beneficiary shall file with the Administrative
Committee, from time to time, in writing, the post
office address of the Participant, the post office
address of each beneficiary, and each change of post
office address. Any communication, statement or
notice addressed to the last post office address
filed with the Administrative Committee (or if no
such address was filed with the Administrative
Committee, then to the last post office address of
the Participant or beneficiary as shown on the
Company’s records) shall be binding on the
participant and each beneficiary for all purposes of
the Plan and neither the Administrative Committee nor
the Company shall be obliged to search for or
ascertain the whereabouts of any Participant or
beneficiary.




 


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