bws10q3qex10_3.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.3

     

     

     

     

     

     

    BROWN
SHOE COMPANY, INC.

    


    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    


    


    


    


    


    (conformed
and restated to include amendments through December 2, 2008)

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    BROWN
SHOE COMPANY, INC.

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    


    Table of
Contents

    


    


    SECTION I -
DEFINITIONS 

    A.        “Actuarially
Equivalent” 

    B.        “Affiliate” 

    C.        “Board and Board of
Directors ” 

    D.        “Change of Control”

    E.        “Code”

    F.        “Committee” 

    G.         “Company”

    H.        “Early Retirement
Benefit” 

    I.        “Early Retirement
Date” 

    J.        “Effective
Date” 

    K.       “Employee”

    L.        “Employer” 

    M.      “Excess Benefit
Participant” 

    N.        “Executive Benefit
Participant”

    O.        “Normal Retirement
Benefit” 

    P.        “Normal Retirement
Date” 

    Q.        “Participant” 

    R.        “Plan” 

    S.        “Pre-Retirement Death
Benefit”

    T.        “Retirement
Plan” 

    SECTION II -
ELIGIBILITY 

    SECTION III – EXECUTIVE
BENEFITS 

    SECTION IV – EXCESS
BENEFITS 

    SECTION V – BENEFIT
LIMITATIONS AND SPECIAL RULES 

    SECTION VI – ADMINISTRATION AND CLAIMS
PROCEDURE

    SECTION VII -
MISCELLANEOUS 

    A.        Plan
Year 

    B.        Spendthrift 

    C.        Incapacity 

    D.        Employee Rights

    E.        Service of Process and Plan
Administrator 

    F.        Unfunded
Plan 

    G.        Company
Rights 

    H.        Governing
Law 

    I.        Amendment and
Termination 

    J.        Interpretation 

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    BROWN
SHOE COMPANY, INC.

    SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

    


    WHEREAS, Brown Shoe Company, Inc.
(“Company”) and its Affiliates previously adopted the Brown Shoe Company, Inc.
Executive Retirement Plan (the “Plan”) for the benefit of eligible employees of
the Company and its affiliates; and

    


    WHEREAS, the Company retained the right
to amend the Plan pursuant to Section V.G thereof; and

    


    WHEREAS, effective January 1,
2008, the Company desires to amend and restate the Plan to add a new benefit
structure for certain executives and to make other technical changes;
and

    


    WHEREAS, the Company desires to rename
the Plan the Brown Shoe Company, Inc. Supplemental Executive Retirement
Plan;

    


    [WHEREAS, the
Company reserved the right to amend the Plan;]

     

    


    NOW, THEREFORE, effective as of
January 1, 2008, the Plan is renamed the Brown Shoe Company, Inc.
Supplemental Executive Retirement Plan and is amended and restated to read as
follows [including amendments approved December 2, 2008]:

    


     

    SECTION
I

     

    DEFINITIONS

     

    A.           “Actuarially Equivalent” means an amount of equivalent
actuarial value based on the actuarial assumptions set forth in the Retirement
Plan for purposes of determining a lump sum distribution.

     

    B.           “Affiliate” means any corporation which, with
the consent of the Board of Directors of the Company, adopts the
Plan.

     

    C.           “Board” and “Board of Directors” means the Board of
Directors of the Company.

     

    D.           “Change of Control” means the occurrence of any of the
following events after January 1, 2008:

     

    (a)           The
acquisition by any Person of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 30% or more of either (x) the then
outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (y) the combined voting power of the then outstanding voting
securities of Brown Shoe entitled to vote generally in the election of directors
(the “Outstanding Company Voting Securities”); provided, however, that for
purposes of this subsection (a) the following acquisitions shall not constitute
a Change of Control:  (i) any acquisition directly from the Company,
(ii) any acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (iv) any acquisition by any
corporation pursuant to a transaction which complies with the exception set
forth in subsection (c) below; or

     

    (b)           Individuals
who, as of January 1, 2008, constitute the Board of Directors of the Company
(the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board of Directors of the Company; provided, however, that any individual
becoming a director subsequent to January 1, 2008 whose election, or nomination
for election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Directors of the Company; or

     

    (c)           Consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company or the acquisition of assets
of another corporation (a “Business Combination”), in each case, unless,
following such Business Combination, all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
65% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be;
or

     

    (d)           Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.

     

    For purposes of this definition of
Change of Control, Person means any individual, entity or group (within the
meaning of Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended).

     

    Notwithstanding the above, an event
shall be considered a Change of Control only if such event satisfies the above
definition and such event is a change in the ownership or effective control of a
corporation or a change in the ownership of a substantial portion of the assets
of a corporation under Code Section 409A and the regulations promulgated
thereunder.

     

    E.           “Code” means the Internal Revenue Code of 1986, as
amended.

     

    F.           “Committee” means the committee appointed pursuant to
Section VI.

     

    G.           “Company” means Brown Shoe Company, Inc., a New York
corporation.

     

    H.           “Early Retirement Benefit” means the early retirement
benefit payable to a Participant under either Section III.B.2 or Section IV.B.2
of the Plan on his Early Retirement Date under the Retirement Plan.

     

    I.           “Early Retirement Date” means a Participant’s Early
Retirement Date under the Retirement Plan.

     

    J.           “Effective Date” means January 1, 1983.

     

    K.           “Employee” means a person employed by the
Employer.

     

    L.           “Employer” means the Company or an Affiliate.

     

    M.           “Excess Benefit Participant” means an Employee who has
satisfied the eligibility requirements of Section II, as indicated pursuant to
an action taken by the Committee, and is eligible for benefits in accordance
with Section IV.

     

    N.           “Executive Benefit Participant” means an Employee who
has satisfied the eligibility requirements of Section II, as indicated pursuant
to an action taken by the Committee, and is eligible for benefits in accordance
with Section III.

     

    O.           “Normal Retirement Benefit” means the benefit payable to a
Participant under either Section III.B.1. or Section IV.B.1 of the Plan on his
Normal Retirement Date under the Retirement Plan.

     

    P.           “Normal Retirement Date” means a Participant’s Normal
Retirement Date under the Retirement Plan.

     

    Q.           “Participant” means an Employee who is
either an “Excess Benefit Participant” or an “Executive Benefit Participant,” as
defined above.

     

    R.           “Plan” means this Brown Shoe Company, Inc. Supplemental
Executive Retirement Plan.

     

    S.           “Pre-Retirement Death Benefit” means the death benefit
payable under either Section III.B.4. or Section IV.B.4. of the
Plan.

     

    T.           “Retirement Plan” means the Brown Shoe Company,
Inc. Retirement Plan.

     

    SECTION
II

     

    ELIGIBILITY

     

    On and after the Effective Date, the
Committee may, in its sole discretion, by notice in writing, designate any
highly-paid key Employee who is a participant in the Retirement Plan as either
an Executive Benefit Participant or an Excess Benefit Participant.

     

    SECTION
III

     

    EXECUTIVE BENEFITS

     

    A.           Benefits
described in this Section shall be payable solely to Executive Benefit
Participants or their beneficiaries.

     

    B.           Subject
to Section V.A, benefits shall be payable within thirty (30) days of an
Executive Benefit Participant’s separation from service or death, to the
Executive Benefit Participant or to the surviving beneficiary of an Executive
Benefit Participant entitled to a Pre-Retirement Death Benefit under the
Retirement Plan, in a lump sum which is Actuarially Equivalent to the following
as of the date of the Executive Benefit Participant’s separation from service or
death:

     

                    1.    If an Executive
Benefit Participant terminates emplpyment at or after his or her Normal
Retirement Date, an amount equal to (a) minus (b) below payment immediately for
the life of the Executive Participant, where:

     

                        (a)    equals
the Normal Retirement Benefit (or Deferred Retirement Benefit, if applicable)
calculated under the Retirement Plan (1) without regard to the limitations
imposed by Sections 415 and 401(a)(17) of the Code but adjusted by substituting
1.465% where 1.425% appears in Section I.A of the Retirement Plan, and
(2) by including amounts deferred pursuant to a salary deferral election by
a Participant under a nonqualified deferred compensation plan maintained by the
Company when determining his or her compensation for benefit accrual purposes
under the Retirement Plan; and

     

                        (b)    equals the Normal
Retirement Benfit (or Deferred Retirement Benefit, if applicable) payable under
the Retirement Plan as of his or her termination of employment.

     

                    2.    If an
Executive Benefit Participant terminates employment at his or her Early
Retirement Date, an amount equal to (a) minus (b) below payable immediately for
the life of the Executive Benefit Participant, where:

     

                        (a)    equals
the Normal Retirement Benefit calculated under the Retirement Plan (1) without
regard to the limitations imposed by Sections 415 and 401(a)(17) of the Code but
adjusted by substituting 1.465% where 1.425% appears in Section I.A. of the
Retirement Plan, and by reducing such benefit to the retiree by .8333% for each
full month between his Early Retirement Date under the Retirement Plan and the
first of the month coincident with or next following the month in which the
retiree attains age 60, and (2) by including amounts deferred pursuant to a
salary deferral election by a Participant under a nonqualified deferred
compensation plan maintained by the Company when determining his or her
compensation for benefit accrual purposes under the Retirement Plan;
and

     

                        (b)    equals the Early
Retirement Benefit payable under the Retirement Plan as of his or her
termination of employment.

     

                    3.  If an
Executive Benefit Participant terminates employment prior to his or her Early
Retirement Date, an amount equal to (a) minus (b) below payable for the life of
the Executive Benefit Participant commencing on his or her Normal Retirement
Date, where:

     

                        (a)    equals
the deferred vested benefit calculated under Section VII of the Retirement
Plan (1) without regard to the limitations imposed by Sections 415 and
401(a)(17) of the Code, but adjusted by substituting 1.465% where 1.425% appears
in Section I.A. of the Retirement Plan, and (2) by including amounts
deferred pursuant to a salary deferral election by a Participant under a
nonqualified deferred compensation plan maintained by the Company when
determining his or her compensation for benefit accrual purposes under the
Retirement Plan; and

     

                        (b)    equals the deferred
vested benefit payable under Section VII of the Retirement Plan as of his or her
termination of employmenet.

     

                    4.    If an
Executive Benefit Participant dies during employment with the Employer and is
eligible for a Pre-Retirement Death Benefit under the Retirement Plan, an amount
equal to (a) minus (b) below payable for the life of the beneficiary commencing
on the first day of the month following the later of the Executive Benefit
Participant’s 

    date of
death or the date the Executive Benefit Participant would have attained age 55,
where:

     

                        (a)    equals
the Pre-Retirement Death Benefit calculated under the Retirement Plan (1)
without regard to the limitations imposed by Sections 415 and 401(a)(17) of the
Code, but adjusted (1) by substituting 1.465% where 1.425% appears in Section
I.A. of the Retirement Plan, (2) by substituting the Early Retirement
reduction factors specified in Section III.B.2(a) of this Plan for those
specified in the Retirement Plan, and (3) by substituting for “fifty percent
(50%)” in VI(A)(5)(a) of the Retirement Plan the following:

     

                            (i)    “seventy-five
percent (75%)” if the Executive Benefit Participant had not attained age 55 at
his death and

     

                            (ii)    "one-hundred percent
(100%)" if the Executive Benefit Participant had attained age 55 at his deather,
and

     

                        (2)    by
including amounts deferred pursuant to a salary deferral election by a
Participant under a nonqualified deferred compensation plan maintained by the
Company when determining his or her compensation for benefit accrual purposes
under the Retirement Plan; and

     

                        (b)    equals
the Pre-Retirement Death Benefit payable under the Retirement Plan as of the
date of his or her death

     

                    5.    The
additional retirement benefits provided under written contractual commitments to
any Executive Benefit Participant shall be payable from the Plan.

    
6.           Notwithstanding
Section III, the benefit accrued by Robert Stadler under the Plan as of December
31, 2008, shall be paid to him as of July 1, 2009, in a single lump
sum.  Such benefit shall be calculated as if his date of termination
of employment was December 31, 2008, accumulated with interest from December 31,
2008, until the date of payment at the rate of interest used to determine such
lump sum amount as of December 31, 2008.  Notwithstanding Section III,
the benefit accrued by James Anderson under the Plan as of December 31, 2008,
shall be paid to him as of July 1, 2009, in a single lump sum.  Such
benefit shall be calculated as if his date of termination of employment was
December 31, 2008, accumulated with interest from December 31, 2008, until the
date of payment at the rate of interest used to determine such lump sum amount
as of December 31, 2008.

     

    C.           Notwithstanding
anything else contained in the Plan, in the event of a Change of Control, the
Company shall determine the lump sum actuarial equivalent of the benefits
payable under Section III.B.1 if the Executive Benefit Participant has
reached his Normal Retirement Date under the Retirement Plan, or under Section
III.B.2 if the Executive Benefit Participant has not reached his Normal
Retirement Date under the Retirement Plan, as if the Executive Benefit
Participant retired as of the effective date of the Change of Control (using the
same actuarial assumptions which are used in calculating benefits under the
Retirement Plan at the time of the Change of Control and assuming that any
accrued benefits under the Retirement Plan were fully vested) and shall pay such
amount to the Executive Benefit Participant within 30 days after such
date.  In the event the Executive Benefit Participant has not attained
age 60 as of the effective date of the Change of Control, such lump sum shall be
determined based on the benefit that would be payable under Section III.B.2
commencing at age 60 actuarially reduced to reflect the Executive Benefit
Participant’s age on the date of the Change in Control.  In the event
an Executive Benefit Participant had previously retired and is receiving a
monthly benefit as of the effective date of the Change of Control, such lump sum
shall be based on the payment form and amount being received by the
Participant.  In the event that the Plan is not terminated pursuant to
Section VII.I following a Change of Control, no additional benefits shall accrue
hereunder after the date such Change of Control occurs unless the Board of
Directors amends the Plan to provide otherwise.

     

    SECTION
IV

     

    EXCESS
BENEFITS

     

    A.           Benefits
described in this Section shall be payable solely to Excess Benefit Participants
or their beneficiaries.

     

    B.           Subject
to Section V.A, benefits shall be payable within thirty (30) days of an Excess
Benefit Participant’s separation from service or death, to the Excess Benefit
Participant or to the surviving beneficiary of an Excess Benefit Participant
entitled to a Pre-Retirement Death Benefit under the Retirement Plan, in a lump
sum which is Actuarially Equivalent to the following as of the date of the
Excess Benefit Participant’s separation from service or death:

     

                    1.   If an Excess Benefit
Participant terminates employment at or after his or her Normal Retirement Date,
an amount equal to (a) minus (b) below payable immediately for the life of the
Excess Benefit Participant, where:

     

                        (a)    equals
the Normal Retirement Benefit (or Deferred Retirement Benefit, if applicable)
calculated under the Retirement Plan (1) without regard to the limitations
imposed by Sections 415 and 401(a)(17) of the Code, and (2) by including
amounts deferred pursuant to a salary deferral election by a Participant under a
nonqualified deferred compensation plan maintained by the Company when
determining his or her compensation for benefit accrual purposes under the
Retirement Plan; and

     

                        (b)    equals
the Normal Retirement Benefit (or Deferred Retirement Benefit, if applicable)
payable under the Retirement Plan as of his or her termination of
employment

     

                    2.    If an
Excess Benefit Participant terminates employment at his or her Early Retirement
Date, an amount equal to (a) minus (b) below payable immediately for the life of
the Excess Benefit Participant, where:

     

                        (a)    equals
the Early Retirement Benefit calculated under the Retirement Plan (1) without
regard to the limitations imposed by Sections 415 and 401(a)(17) of the Code,
and (2) by including amounts deferred pursuant to a salary deferral
election by a Participant under a nonqualified deferred compensation plan
maintained by the Company when determining his or her compensation for benefit
accrual purposes under the Retirement Plan; and

     

                        (b)    equals
the Early Retirement Benefit payable under the Retirement Plan as of his or her
termination of employment.

     

                    3.    If an
Excess Benefit Participant terminates employment prior to his or her Early
Retirement Date, an amount equal to (a) minus (b) below payable for the life of
the Excess Benefit Participant commencing on his or her Normal Retirement Date,
where:

     

                        (a)    equals
the deferred vested benefit calculated under Section VII of the Retirement
Plan (1) without regard to the limitations imposed by Sections 415 and
401(a)(17) of the Code, and (2) by including amounts deferred pursuant to a
salary deferral election by a Participant under a nonqualified deferred
compensation plan maintained by the Company when determining his or her
compensation for benefit accrual purposes under the Retirement Plan;
and

     

                        (b)    equals
the deferred vested benefit payable under Section VII of the Retirement
Plan as of his or her termination of employment.

     

                    4.    If an
Excess Benefit Participant dies during employment with the Employer and is
eligible for a Pre-Retirement Death Benefit under the Retirement Plan, an amount
equal to (a) minus (b) below payable for the life of the beneficiary commencing
on the first day of the month following the later of the Excess Benefit
Participant’s date of death or the date the Excess Benefit Participant would
have attained age 55, where:

     

                        (a)    equals
the Pre-Retirement Death Benefit calculated under the Retirement Plan (1)
without regard to the limitations imposed by Sections 415 and 401(a)(17) of the
Code, and (2) by including amounts deferred pursuant to a salary deferral
election by a Participant under a nonqualified deferred compensation plan
maintained by the Company when determining his or her compensation for benefit
accrual purposes under the Retirement Plan; and

     

                        (b)    equals
the Pre-Retirement Death Benefit payable under the Retirement Plan as of the
date of his or her death.

     

                    5.    The additional
retirement benefits provided under written contractual commitments to any Excess
Benefit Participant shall be payable from the Plan.

     

    C.           Notwithstanding
anything else contained in the Plan, in the event of a Change of Control, the
Company shall determine the lump sum actuarial equivalent of the benefits
payable under Section IV.B.1 if the Excess Benefit Participant has reached
his Normal Retirement Date under the Retirement Plan, or under Section IV.B.2 if
the Excess Benefit Participant has not reached his Normal Retirement Date under
the Retirement Plan, as if the Excess Benefit Participant retired as of the
effective date of the Change of Control (using the same actuarial assumptions
which are used in calculating benefits under the Retirement Plan at the time of
the Change of Control and assuming that any accrued benefits under the
Retirement Plan were fully vested) and shall pay such amount to the Excess
Benefit Participant within 30 days after such date.  In the event the
Excess Benefit Participant has not attained age 55 as of the effective date of
the Change of Control, such lump sum shall be determined based on the benefit
that would be payable under Section IV.B.2 commencing at age 55 actuarially
reduced to reflect the Excess Benefit Participant’s age on the date of the
Change in Control.  In the event that the Plan is not terminated
pursuant to Section VII.I following a Change of Control, no additional benefits
shall accrue hereunder after the date such Change of Control occurs unless the
Board of Directors amends the Plan to provide otherwise.

     

    SECTION
V

     

    BENEFIT
LIMITATIONS AND SPECIAL RULES

     

    A.           Notwithstanding
Sections III.B.1 – III.B.5 and Section IV.B.1 – IV.B.5, payment of benefits
shall not be made or commence prior to the date which is 6 months after the date
of a Participant’s separation from service (for any reason other than death) in
the case of a Participant who is determined to be a “specified
employee.”  A lump sum shall be paid to the Participant as of the day
after the last day of such 6-month period equal to the lump sum amount
calculated as of the date of separation from service, accumulated with interest
to the payment date at the rate of interest used to determine such lump sum
amount.  For purposes of this Section, a “specified employee” means a
key employee (as defined in Code Section 416(i) without regard to Code Section
416(i)(5)) determined in accordance with the meaning of such term under Code
Section 409A, the regulations promulgated thereunder, and the Resolution of the
Board of Directors of the Company addressing specified employee
determinations.

     

    B.           Except
as provided in Section III.B.5 and Section IV.B.5, the benefit calculated
under B.1(a), B.2(a), B.3(a) and B.4(a) of Section III or IV, as applicable, and
the offsets calculated under B.1(b), B.2(b), B.3(b) and B.4(b) of Section III or
IV, as applicable, shall be calculated based only on Credited Service under the
Retirement Plan earned up to the earlier of the date upon which the Participant
terminates employment with the Company and its Affiliates or the date as of
which the Committee determines that a Participant is no longer a Participant in
the Plan.

     

    C.           Neither
a Participant nor a beneficiary may designate or otherwise elect, directly or
indirectly, the taxable year of any payment under the Plan.

     

    SECTION
VI

     

    ADMINISTRATION AND CLAIMS PROCEDURE

     

    A.           The
Board of Directors of the Company shall appoint a Committee of not less than
three persons, who shall serve without compensation at the pleasure of the Board
of Directors. Upon death, resignation or inability of a member of  the
Committee to continue, the Board of Directors shall appoint a successor. The
Chief Financial Officer of the Company shall not serve as a member of the
Committee.

     

    B.           The
Committee shall construe, interpret and administer all provisions of the Plan
and a decision of a majority of the members of the Committee shall
govern.

     

    C.           A
decision of the Committee may be made by a written document signed by a majority
of the members of the Committee or by a meeting of the Committee. The Committee
may authorize any of its members to sign documents or papers on its
behalf.

     

    D.           The
Committee shall appoint a Chairman from among its members, and a Secretary who
need not be a member of the Committee. The Secretary shall keep all records of
meetings and of any action by the Committee and any and all other records
desired by the Committee. The Committee may appoint such agents, who need not be
members of the Committee, as it may deem necessary for the effective exercise of
its duties, and may, to the extent not inconsistent herewith, delegate to such
agents any powers and duties, both ministerial and discretionary, as the
Committee may deem expedient and appropriate.

     

    E.           No
member of the Committee shall make any decision or take any action covering
exclusively his own benefits under the Plan, but all such matters shall be
decided by a majority of the remaining members of the Committee or, in the event
of inability to obtain a majority, by the Board of Directors of the
Company.

     

    F.           A
Participant who believes that he is being denied a benefit to which he is
entitled (hereinafter referred to as 'Claimant') may file a written request for
such benefit with the Committee setting forth his claim. The request must be
addressed to: Committee, Brown Shoe Company, Inc. Supplemental Executive
Retirement Plan, 8300 Maryland Avenue, St. Louis, Missouri 63105.

     

    G.           Upon
receipt of a claim, the Committee shall advise the Claimant that a reply will be
forthcoming within a reasonable period of time, but ordinarily not later than 90
days, and shall, in fact, deliver such reply within such
period.  However, the Committee may extend the reply period for an
additional 90 days for reasonable cause.  If the reply period will be
extended, the Committee shall advise the Claimant in writing during the initial
90-day period indicating the special circumstances requiring an extension and
the date by which the Committee expects to render the benefit
determination.

     

    If the
claim is denied in whole or in part, the Committee will render a written
opinion, using language calculated to be understood by the Claimant, setting
forth (i) the specific reason or reasons for the denial, (ii) the specific
references to pertinent Plan provisions on which the denial is based, (iii) a
description of any additional material or information necessary for the Claimant
to perfect the claim and an explanation as to why such material or such
information is necessary, (iv) appropriate information as to the steps to be
taken if the Claimant wishes to submit the claim for review, including a
statement of the Claimant’s right to bring a civil action under Section 502(a)
of ERISA following an adverse benefit determination on review, and (v) the
time limits for requesting a review of the denial and for the actual review of
the denial.

     

    H.           Within
60 days after the receipt by the Claimant of the written opinion described
above, the Claimant may file a request with the Chief Financial Officer of the
Company (“CFO”) in writing, at the Company’s then principal place of business,
that the CFO review the prior determination.  The Claimant or his or
her duly authorized representative may submit written comments, documents,
records or other information relating to the denied claim, which such
information shall be considered in the review under this subsection without
regard to whether such information was submitted or considered in the initial
benefit determination.

     

    The
Claimant or his or her duly authorized representative shall be provided, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information which (i) was relied upon by the Committee in
making the initial claims decision, (ii) was submitted, considered or
generated in the course of the Committee making the initial claims decision,
without regard to whether such instrument was actually relied upon by the
Committee in making the decision or, (iii) demonstrates compliance by the
Committee with administrative processes and safeguards designed to ensure and to
verify that benefit claims determinations are made in accordance with governing
Plan documents and that, where appropriate, the Plan provisions have been
applied consistently with respect to similarly situated Claimants.  If
the Claimant does not request a review of the Committee’s determination within
such 60-day period, he or she shall be barred and estopped from challenging such
determination.

     

    I.           Within
a reasonable period of time, ordinarily not later than 60 days, after the CFO’s
receipt of a request for review, the CFO will review the prior
determination.  If special circumstances require that the 60-day time
period be extended, the CFO will so notify the Claimant within the initial
60-day period indicating the special circumstances requiring an extension and
the date by which the CFO expects to render the decision on review, which shall
be as soon as possible but not later than 120 days after receipt of the request
for review.

     

    The CFO
has discretionary authority to determine a Claimant’s eligibility for benefits
and to interpret the terms of the Plan.  Benefits under the Plan will
be paid only if the CFO decides in his or her discretion that the Claimant is
entitled to such benefits.  The decision of the CFO shall be final and
non-reviewable, unless found to be arbitrary and capricious by a court of
competent review.  Such decision will be binding upon the Company and
the Claimant.

     

    If the
CFO makes an adverse benefit determination on review, the CFO will render a
written opinion, using language calculated to be understood by the Claimant,
setting forth (i) the specific reason or reasons for the denial, (ii) the
specific references to pertinent Plan provisions on which the denial is based,
(iii) a statement that the Claimant is entitled to receive, upon request and
free of charge, reasonable access to, and copies of, all documents, records and
other information which (A) was relied upon in making the decision, (B) was
submitted, considered or generated in the course of making the decision, without
regard to whether such instrument was actually relied upon in making the
decision, or (C) demonstrates compliance with administrative processes and
safeguards designed to ensure and to verify that benefit claims determinations
are made in accordance with governing Plan documents, and that, where
appropriate, the Plan provisions have been applied consistently with respect to
similarly situated claimants, and (iv) a statement of the Claimant’s right to
bring a civil action under Section 502(a) of ERISA following the adverse benefit
determination on such review.

     

    To the
extent permitted by law, a decision on review by the CFO shall be binding and
conclusive upon all persons whomsoever.  Completion of the claims
procedure described in this Section shall be a mandatory precondition that must
be complied with prior to commencement of a legal or equitable action in
connection with the Plan by a person claiming rights under the Plan, or by
another person claiming rights through such person.

     

    SECTION
VII

     

    MISCELLANEOUS

     

    A.           Plan
Year.  The Plan Year shall be the calendar
year.

     

    B.           Spendthrift.  No
Participant or beneficiary shall have the right to assign, transfer, encumber or
otherwise subject to lien any of the benefits payable or to be payable under
this Plan.

     

    C.           Incapacity.  If,
in the opinion of the Committee, a person to whom a benefit is payable is unable
to care for his affairs because of illness, accident or any other reason, any
payment due the person, unless prior claim therefor shall have been made by a
duly qualified guardian or other duly appointed and qualified representative of
such person, may be paid to some member of the person's family, or to some party
who, in the opinion of the Committee, has incurred expense for such person. Any
such payment shall be a payment for the account of such person and shall be a
complete discharge of any liability.

     

               D.           Employee Rights.  The Employer, in
adopting this Plan, shall not be held to create or vest in any Employee or any
other person any benefits other than the benefits specifically provided herein,
or to confer upon any Employee the right to remain in the service of the
Employer.

     

    E.           Service of Process and Plan
Administrator.

     

                    1.    The Secretary of the
Company shall be the agent for service of legal process.

     

                    2.    The Company shall
constitute the Plan Administrator.

     

    F.           Unfunded Plan.  The Plan shall be
unfunded until after a Change of Control. All payments to a Participant under
the Plan shall be made from the general assets of the Employer. The rights of
any Participant to payment shall be those of an unsecured general creditor of
the Employer.

     

    G.           Company Rights.  The Company reserves
the right to amend or terminate the Plan. Each Employer may terminate its
participation in the Plan at any time.

     

    H.           Governing Law.  The Plan shall be
governed and construed according to the laws of the State of
Missouri.

     

    I.           Amendment and Termination.  Except as
otherwise provided in this section, the Board of Directors shall have the sole
authority to modify, amend or terminate this Plan; provided, however, that any
modification or termination of this Plan shall not reduce, without the consent
of any affected Participant, the Participant’s right to any amounts already
accrued, or lengthen the time period for a payout from the Plan, that existed on
the day before the effective date of such modification or
termination.  This termination of the Plan is permitted only as
described in Sections 1 - 3 below.

     

        1.           Termination on Corporate
Dissolution or Bankruptcy.  The Board of Directors may
terminate the Plan within 12 months of a corporate dissolution taxed under
Section 331 of the Code or with the approval of a bankruptcy court pursuant to
11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the
Plan are included in the Participants’ gross incomes in the later of the
calendar year in which the Plan termination occurs or the first calendar year in
which the payment is administratively practicable.

     

        2.           Termination Upon a Change in
Control.  The Board of Directors may terminate the Plan within
the 30 days preceding or the 12 months following a Change of Control, provided
that the Company terminates all substantially similar arrangements in a manner
such that all Participants under this Plan and under substantially similar
arrangements are required to receive all amounts of compensation deferred under
the terminated arrangements within 12 months of the date of termination of this
Plan.

     

        3.           Other
Terminations.  The Plan may be terminated in accordance with
this Section 3 with respect to all Participants.  Following any such
termination, payment of credited amounts shall be made in a single sum payment
to all Participants in accordance with the following rules:

     

    (a)           No
payments under the Plan other than payments that would have been payable under
the terms of the Plan if the termination had not occurred will be made within 12
months of the termination of the Plan;

     

    (b)           All
payments under the Plan as a result of the termination of the Plan must be made
within 24 months of such termination of the Plan;

     

    (c)           The
Company shall simultaneously terminate all nonqualified non-account balance
plans which it maintains; and

     

    (d)           The
Company must not adopt a new nonqualified deferred compensation arrangement
covering any Participant affected by the termination of this Plan at any time
within five years following the termination of this Plan if such new arrangement
would constitute a nonqualified, non-account balance plan.

     

    In addition, the termination of this
Plan shall be subject to such other events and conditions as the Commissioner of
the Internal Revenue Service may prescribe in generally applicable guidance
published in the Internal Revenue Bulletin.

     

    J.           Interpretation .  All provisions of this
Plan shall be interpreted in a manner so as to be consistent with Section 409A
of the Code and the regulations issued thereunder.