Exhibit 10.4


 


LEGG
MASON & CO., LLC


 


DEFERRED
COMPENSATION/PHANTOM STOCK PLAN


 


(2009
Amending Restatement)


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  GENERAL

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Purpose of Plan

  	
  1

  
	
  1.2

  	
  Nature of Plan

  	
  1

  
	
  1.3

  	
  Continuation of Existing Plan

  	
  1

  
	
  1.4

  	
  The Plan Year

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Definitions

  	
  2

  
	
  2.2

  	
  Statutory References

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  ELIGIBILITY AND PARTICIPATION

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Requirements

  	
  4

  
	
  3.2

  	
  Enrollment and Participation

  	
  4

  
	
  3.3

  	
  Change of Employment Category

  	
  5

  
	
  3.4

  	
  Leaves of Absence

  	
  5

  
	
  3.5

  	
  Separation from Service

  	
  5

  
	
  3.6

  	
  Failure to Participate When First Eligible

  	
  5

  
	
  3.7

  	
  Inactive Participation

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  DEFERRAL ELECTIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  General

  	
  6

  
	
  4.2

  	
  Timing of Elections

  	
  6

  
	
  4.3

  	
  Irrevocability of Elections

  	
  6

  
	
  4.4

  	
  Changes in Deferral Elections

  	
  6

  
	
  4.5

  	
  Unforeseeable Emergency

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  CONTRIBUTIONS

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Nature of Contributions

  	
  7

  
	
  5.2

  	
  Compensation Deferral Contributions

  	
  7

  
	
  5.3

  	
  Effect of Compensation Deferrals

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  PARTICIPANT ACCOUNTS

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Account Established for Each Participant

  	
  8

  
	
  6.2

  	
  No Funding Requirement

  	
  8

  
	
  6.3

  	
  Value Adjustments

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  ENTITLEMENT TO BENEFITS

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Separation from Service

  	
  10

  
	
  7.2

  	
  Death

  	
  10

  
	
  7.3

  	
  Vesting

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  DISTRIBUTION OF BENEFITS

  	
  10

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Benefits Payable upon Separation from Service

  	
  10

  
	
  8.2

  	
  Death Benefits

  	
  11

  
	
  8.3

  	
  Payment Option Elections

  	
  11

  
	
  8.4

  	
  Administration of Distributions

  	
  12

  
	
  8.5

  	
  Compliance with Section 409A

  	
  14

  
	
  8.6

  	
  Limitation on Payment Liability

  	
  14

  



 


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  ARTICLE IX

  	
  ADMINISTRATION

  	
  14

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Administrative Authority

  	
  14

  
	
  9.2

  	
  Company Administration

  	
  14

  
	
  9.3

  	
  Administrative Committee

  	
  15

  
	
  9.4

  	
  Third Party Services

  	
  16

  
	
  9.5

  	
  Claims Procedure

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  AMENDMENT AND TERMINATION

  	
  16

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Right to Amend

  	
  16

  
	
  10.2

  	
  Amendment Required by Federal Law

  	
  16

  
	
  10.3

  	
  Right to Freeze or Terminate

  	
  16

  
	
  10.4

  	
  Employer-Level Change

  	
  18

  
	
  10.5

  	
  Preservation of Rights

  	
  18

  
	
  10.6

  	
  Section 409A Compliance

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  MULTIPLE-EMPLOYER PROVISIONS

  	
  19

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Adoption by Other Employers

  	
  19

  
	
  11.2

  	
  Separate Plans

  	
  19

  
	
  11.3

  	
  Participation

  	
  19

  
	
  11.4

  	
  Combined Service

  	
  19

  
	
  11.5

  	
  Administration

  	
  19

  
	
  11.6

  	
  Amendment

  	
  19

  
	
  11.7

  	
  Termination

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  MISCELLANEOUS

  	
  19

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Limitations on Liability of Company

  	
  19

  
	
  12.2

  	
  Construction

  	
  20

  
	
  12.3

  	
  Spendthrift Provision

  	
  20

  
	
  12.4

  	
  Date Plan Effective; Termination Date

  	
  20

  
	
   

  	
   

  	
   

  
	
  APPENDIX A

  	
   

  	
   

  
				



 


ii

















 


LEGG MASON & CO., LLC


 


DEFERRED COMPENSATION/PHANTOM
STOCK PLAN


 


(2009 Amending Restatement)


 


THIS AMENDING RESTATEMENT OF THE LEGG MASON &
CO., LLC DEFERRED COMPENSATION/PHANTOM STOCK PLAN (the “Plan”) is adopted by
LEGG MASON & CO., LLC (the “Company”) under the terms and conditions
hereinafter set forth.


 


RECITALS


 


Legg Mason Wood Walker, Incorporated adopted a
deferred compensation/phantom stock plan for the benefit of certain of its
employees and maintained the Plan, as amended from time to time, from the
effective date of February 1, 1988, until November 15, 2005.


 


Pursuant to the terms of the Transaction Agreement,
dated as of June 23, 2005, by and between Legg Mason, Inc. and
Citigroup Inc., the Board of Directors of Legg Mason Wood Walker approved
certain amendments to the Plan which assigned, effective as of November 15,
2005, all of its rights, duties and obligations under the Plan to the
Company.  Thus, effective November 15,
2005, Legg Mason Wood Walker, Incorporated relinquished, and the Company
assumed, the sponsorship and maintenance of the Plan.


 


The purpose of this amending restatement is to amend
the Plan to clarify its compliance with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended, and regulations promulgated
thereunder, and to reflect the sponsorship (and name) change resulting from the
2005 corporate reorganization referred to in the preceding paragraph.


 


ARTICLE I


 


General


 


1.1                               Purpose of Plan  — The Plan is established to provide
supplemental retirement income benefits to executives who, by virtue of
statutory restrictions within the Internal Revenue Code, are likely to be
prevented from contributing in an Election Year as much to the Legg Mason
Profit Sharing and 401(k) Plan and Trust as they otherwise might
contribute.


 


1.2                               Nature of Plan —
The Plan is intended to be a non-qualified, unfunded plan maintained to provide
deferred compensation to a select group of management and/or highly compensated
employees, and is not intended to be subject to ERISA (other than Title I,
Subtitle B, Part 1, Reporting and Disclosure, and Title I, Subtitle B, Part 5,
Administration and Enforcement”)). The Plan is intended to comply in form and
operation with Section 409A and shall be so interpreted.


 


1.3                               Continuation of Existing
Plan - The adoption of this Amending
Restatement by the Company constitutes the continuation of the existing plan as
in effect immediately prior to the Effective Date of this Amending Restatement
(the “Pre-Existing Plan”). 
Notwithstanding any other Plan provisions to the contrary, the following
shall be applicable:


 


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(a)                                  Subject to the conditions and limitations
of this Amending Restatement, each person who is a participant under the
Pre-Existing Plan immediately prior to the Effective Date will continue as a
Participant under this Amending Restatement.


 


(b)                                 Amounts being paid to a former
participant or beneficiary in accordance with the provisions of the
Pre-Existing Plan shall continue to be paid in accordance with such provisions.


 


(c)                                  Any
election or beneficiary designation in effect under the Pre-Existing Plan
immediately before its amendment and continuation in the form of this Amending
Restatement shall be deemed to be a valid election or designation filed with
the Company under this Amending Restatement, to the extent consistent with the
provisions of this Amending Restatement, unless and until (subject to the
limitations set forth in this Amending Restatement) the Participant revokes
such election or designation or makes a new election or designation under this
Amending Restatement.


 


1.4                               The Plan Year — To the
extent necessary for accounting or reporting purposes, the Plan shall have a
fiscal year (or “Plan Year”) which shall be the calendar year.


 


ARTICLE II


 


Definitions


 


2.1                               Definitions  — The following terms, as used herein,
unless a different meaning is implied by the context, shall have the following
meanings:


 


Account  — The account established for each
Participant pursuant to Section 6.1.


 


Administrator  — The person, group or entity designated
in accordance with the provisions of ARTICLE IX to administer and operate the
Plan.


 


Affiliate  — Any member of the Employer Group other
than the Sponsor.


 


Beneficiary  — Any person or persons so designated in
accordance with the provisions of Section 8.2.


 


Common
Stock  —
The common stock of LMI or any successor corporation.


 


Company  — LEGG MASON & CO., LLC, a
limited liability company duly organized and existing under the laws of the
State of Maryland, and its successors and assigns, unless otherwise herein
provided, or any other business organization which, as hereinafter provided,
shall assume the obligations hereunder, or which shall agree to become a party
to the Plan.


 


Compensation  — A Participant’s compensation as defined
under the 401(k) Plan for the purpose of calculating the Participant’s
elective pre-tax deferrals thereunder, but subject to clause (iii) of Section 4.1.1.1
(of this Plan).


 


Compensation for an  Election Year shall be limited to amounts
attributable to services performed during the Election Year and any bonus
payable during the Election Year.


 


Compensation
Deferral Agreement  — The written or electronic agreement whereby an
Employee or Participant elects to commence or resume participation in the Plan
and to defer Compensation pursuant to the terms of the Plan, the filing of
which may be accomplished by physical or electronic receipt thereof by the
Company.


 


Compensation Deferral Agreement
Deadline — June 30
of the Election Year preceding the Election Year for which a Compensation
Deferral Agreement is to be effective.


 


2

















 


Compensation
Deferral Amendment  — A Compensation Deferral Agreement in which a
Participant changes a previously-made election.


 


Covered
Employee  —
Any Employee who is a participant in the 401(k) Plan and who is determined
by the Company, in its sole and absolute discretion, to be a member of “a
select group of management or highly compensated employees” within the meaning
of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.


 


Distribution
Date  —
The date of a Participant’s Distribution Event or any later date or dates which
the Participant’s distribution is made pursuant to the terms of the Plan.  Thus, a Participant who has elected an
installment distribution shall have three Distribution Dates.


 


Distribution Event - The sixth business day following the
date of a Participant’s Separation from Service or death, or following the date
of any other event by reason of which the Participant becomes entitled to a
benefit distribution under the terms of the Plan.


 


Effective
Date  —
The effective date of this Amending Restatement, which is January 1, 2008
(or such earlier date as may be required in order for the Plan to comply with Section 409A).


 


Election Year - The twelve month period to which a
deferral election applies, as described in ARTICLE IV.  The Election Year shall be the calendar year
in all cases, except that, if the Company’s fiscal year is other than the
calendar year, then, solely with respect to an election to defer fiscal year
Compensation (i.e., Compensation relating to a
period of service coextensive with one or more fiscal years of the Company, of
which no amount is paid or payable during the service period), the Election
Year shall be the Company’s fiscal year.


 


Employee  — Any person employed by the Company.


 


Employer
Group - A
group of employers consisting of the Company and all other employers who are
treated as a single employer under Section 414(b) and/or (c) of
the Internal Revenue Code; provided, however, that, in any use of the term in
connection with a Separation from Service, “at least 50%” shall be substituted
for “at least 80%” in each place it appears in Section 1563(a)(1), (2) and
(3) for purposes of applying Section 414(b), and in §1.414(c)-2 of
the Regulations.


 


ERISA  — The Employee Retirement Income Security
Act of 1974, or any provision or section thereof herein specifically referred
to, as such Act, provision or section may from time to time be amended or
replaced.


 


401(k) Plan  — The Legg Mason Profit Sharing and 401(k) Plan
and Trust (as amended from time to time), and any other tax-qualified profit
sharing plan maintained by the Company or an Affiliate pursuant to Sections 401(a) and
401(k) of the Internal Revenue Code.


 


Internal
Revenue Code  —
The Internal Revenue Code of 1986, or any provision or section thereof herein
specifically referred to, as such Code, provision or section may from time to
time be amended or replaced.


 


Leave of
Absence — An
authorized absence from active employment under circumstances which are not
treated by the Company as a Separation from Service, and with respect to which
there is a reasonable expectation that the Participant will return to perform
further services for the Employer Group. 
(The second paragraph of the definition of
Separation from Service in this Section 2.1 is relevant to this definition.)


 


LMI  — Legg Mason, Inc.


 


Participant  — Any person so designated in accordance
with the provisions of ARTICLE III, including, where appropriate according to
the context of the Plan, any former Employee who has an Account (with an
undistributed balance) under the Plan.


 


3

















 


Payment
Option Election  — A written election, on a form provided or approved
by the Company, whereby a Participant elects the form and/or timing of the distribution
of the Participant’s Account.


 


Plan  — The plan set forth herein, as amended
from time to time.


 


Regulations - Regulatory guidance promulgated by the
Treasury Department with respect to Section 409A and, where appropriate,
other sections of the Internal Revenue Code (as such regulations are presently
written or subsequently proposed, finalized, amended, supplemented or
replaced).


 


Section 409A - Section 409A of the Internal
Revenue Code (as now or hereafter amended or replaced) and the Regulations and
other Internal Revenue Service guidance issued thereunder.


 


Separation from Service — A retirement or other termination of
employment with the Employer Group under circumstances which do not constitute
a Leave of Absence, and in which the Company and the Participant reasonably
anticipate that no further services will be performed.  For this purpose, a permanent reduction in
the Participant’s services to the Employer Group after a specified date, which
is less than a complete cessation of services, shall not constitute a
Separation from Service.  Where
appropriate to the context, a Participant’s termination of employment by reason
of death shall be deemed to be a Separation from Service.


 


Notwithstanding
the foregoing, a Leave of Absence shall be deemed to constitute a Separation
from Service if the period of leave exceeds six months (or such longer period
for which the Participant retains re-employment rights with the Employer Group
under an applicable statute or contract). 
However, if the Leave of Absence is due to a 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 six months, which
impairment causes the Participant to be unable to perform the duties of his
position of employment or any substantially similar position of employment, a
29-month period of absence shall be substituted for such six-month period.


 


Sponsor  — The Company and its successors and
assigns.


 


Value  — The fair market value of a share of
Common Stock, equal to the average of the closing prices on the principal
exchange on which the shares are traded for the five business days preceding
the Distribution Date or other applicable date, or, if the shares are not then
traded on an exchange, as such value is determined by the Company using any
reasonable method of valuation (including the mean of the high and low
quotations of the shares as reported by NASDAQ for the applicable date, or, in
the absence of any reported sales on such date, the first preceding date on
which there were such sales).


 


2.2                               Statutory References  — Statutory references in this Plan
shall incorporate by reference all regulations, rulings, procedures, releases
and other position statements issued by the relevant governmental agency with
respect to such statutory provision.


 


ARTICLE III


 


Eligibility
and Participation


 


3.1                               Requirements  — A Covered Employee shall be eligible
to become a Participant on the January 1 on which both of the following
requirements are met:


 


3.1.1                        The Covered Employee is individually approved by the
Company, in its sole and absolute discretion, for participation in the Plan;
and


 


3.1.2                        The Covered Employee is notified of his eligibility to
participate in the Plan.


 


3.2                               Enrollment and Participation
— Participation in the Plan is
voluntary.  Each Covered Employee who has
met the requirements of Section 3.1 may elect to participate in the Plan
by filing a Compensation Deferral Agreement with the Company in accordance with
Section 4.2.  However, he shall not
become a Participant 


 


4

















 


until
the effective date of a timely filed Compensation Deferral Agreement, as
determined in accordance with Section 4.2 (so that participation may only
begin on a January 1, and only if the January 1 is at least six
calendar months after the Covered Employee has filed the relevant Compensation
Deferral Agreement with the Company). 
The election to become a Participant shall be made by, and only by,
completing and delivering to the Company a Compensation Deferral Agreement.


 


Subject
to the right of the Company to prospectively terminate the status of any
Participant as a Covered Employee, once an Employee has become a Participant,
the Employee shall remain a Participant (without regard to whether or not a
Compensation Deferral Agreement is in effect) throughout the Participant’s
tenure as an Employee.


 


3.3                               Change of Employment
Category  — During any
period in which a Participant remains in the employ of the Employer Group, but
ceases to be a Covered Employee:  (i) the
Participant will continue his Plan participation, and the Participant’s Account
will continue to be credited with earnings, so long as the Participant’s
Account has an undistributed balance, but (ii) the Participant’s Account shall
not be credited with, nor shall the Participant be entitled to make, any
deferral contributions based upon Compensation payable with respect to such
period.  However, if, at the time the
Participant ceases to be a Covered Employee, the Participant has a Compensation
Deferral Agreement in effect, the Participant’s deferral contributions
thereunder shall continue until such time as the Compensation Deferral
Agreement would lapse by its terms or be subject to modification by the
Participant pursuant to ARTICLE IV.


 


In the event that a Participant who ceased to be a
Covered Employee subsequently becomes a Covered Employee, the Participant shall
be eligible to defer Compensation only after again meeting all of the
requirements of Section 3.1 (including, without limitation, being notified
by the Company of his eligibility to resume participation in the Plan) and
filing a new Compensation Deferral Agreement pursuant to Section 3.2.


 


3.4                               Leaves of Absence  — During any
authorized absence from active service that constitutes a Leave of Absence, a
Participant shall continue to participate in the Plan to the same extent as if
he had not taken the leave of absence, and any Compensation Deferral Agreement
shall remain in effect.


 


3.5                               Separation from Service  -Upon a
Participant’s Separation from Service with the Company, the Participant’s
participation in the Plan shall terminate (except as provided in Section 3.7).
If an Employee (whether or not a Participant) who has a Separation from Service
is subsequently re-employed by the Company, the Employee shall be treated as a
new Employee who shall be eligible to become a Participant only after again
meeting all of the requirements of Section 3.1 and filing a new
Compensation Deferral Agreement pursuant to Section 3.2.


 


3.6                               Failure to Participate
When First Eligible  - In the event that a Covered Employee who, pursuant to Section 3.1,
is eligible to commence or resume participation fails to elect to participate
when he first becomes eligible to become a Participant in the Plan, the
Employee shall not again be eligible to participate until the first day of the
next, or any subsequent, Election Year (provided the Employee is still then
otherwise eligible for participation). If the Employee does so elect, the
Employee’s participation shall be effective as of the date determined in
accordance with Section 4.2.


 


3.7                               Inactive Participation  - In the event that a Participant’s
active participation in the Plan’s ceases, as described in Section 3.2,
3.3 or 3.5, or he ceases to make Section 5.2 deferral contributions or
ceases to be a Covered Employee, the Participant shall nevertheless be deemed
to remain as a Participant for all purposes other than the crediting of further
Section 5.2 contributions to the Participant’s Account, until such time as
there is no longer an undistributed balance in the Participant’s Account.


 


5

















 


ARTICLE IV


 


Deferral Elections


 


4.1                               General  - The election by any Participant to
defer Compensation pursuant to the terms of the Plan shall be made by, and only
by, the filing of a completed Compensation Deferral Agreement (or Compensation
Deferral Amendment) with the Company. 
Subject to the remainder of this ARTICLE IV, deferral elections shall be
made at the time, in the manner, and subject to the conditions specified by the
Administrator.


 


4.1.1                     401(k) Deferral a
Condition Precedent — Regardless of what may be set forth in a Participant’s Compensation
Deferral Agreement with respect to a particular Election Year, the Participant’s
Compensation deferrals for that Election Year shall not commence until he has
reached his 401(k) Deferral Threshold Date for that Election Year.  Once the Participant’s 401(k) Deferral
Threshold Date for the Election Year has been reached, his Compensation
deferrals for the remainder of that Election Year shall commence in accordance
with the terms of his Compensation Deferral Agreement in effect for that
Election Year (and which had been filed with the Company on or before the Compensation
Deferral Agreement Deadline for that Election Year).


 


For purposes of this Section 4.1.1:


 


4.1.1.1               The Participant’s “401(k) Deferral Threshold Date”
for any Election Year is the date during that Election Year on which it is
projected that he will have reached his 401(k) Maximum for that Election
Year, as calculated by the Company based solely upon his deferral election in
effect under the 401(k) Plan as of the Compensation Deferral Agreement
Deadline, without regard to:  (i) his
actual 401(k) deferrals during that (or any other) Election Year, (ii) any
subsequent changes in his 401(k) deferral election, or (iii) any subsequent
changes in the terms or operation of the 401(k) Plan.


 


4.1.1.2               The “401(k) Maximum” for any Election Year is the
lesser of:  (A) the maximum amount
of elective deferrals permitted under the terms of the 401(k) Plan as of
the first day of that Election Year (without regard to any return of elective
deferrals that may be required as a result of a failure of the 401(k) Plan
to pass the ADP test), or (B) the maximum amount of elective deferrals
permitted under Section 402(g) of the Internal Revenue Code for that
Election Year, including, if applicable, the maximum amount of catch-up
elective deferrals permitted under Section 414(v) of the Internal
Revenue Code for that Election Year (for individuals who have reached age 50).


 


4.1.1.3               The provisions of this Section 4.1.1 shall apply
separately with respect to each Election Year.


 


4.2                               Timing of Elections  - An election to defer Compensation for
any Election Year shall not be effective unless made on or before the
Compensation Deferral Agreement Deadline for the Election Year to which the
election relates.


 


4.3                               Irrevocability of
Elections  —
Except as provided in Section 4.5, an election to defer Compensation for
an Election Year becomes irrevocable on, and may not be changed or revoked
after, the Compensation Deferral Agreement Deadline for that Election
Year.  A deferral election may be changed
for future Election Years in accordance with (and only in accordance with) Section 4.4.


 


Notwithstanding anything
herein to the contrary, any changes in the form or operation of the 401(k) Plan
after the Compensation Deferral Agreement Deadline for an Election Year (or any
other changes that that would cause a Compensation Deferral Agreement to be
treated as being revocable for purposes of Section 409A, or which would
otherwise cause the Compensation Deferral Agreement or the terms of the Plan to
violate Section 409A) shall not be effective under this Plan before the
first day of the first Election Year for which a Compensation Deferral
Agreement (or Compensation Deferral Amendment) could be effective under Section 4.4.


 


4.4                               Changes in Deferral
Elections  —
Once a Compensation Deferral Agreement has become irrevocable pursuant to Section 4.3,
a Participant may make changes in a deferral election (including a revocation
of further deferrals), but only with respect to subsequent Election Years, by
filing a completed Compensation Deferral Amendment on or before the
Compensation Deferral Agreement Deadline for the subsequent Election Year to
which the Compensation Deferral Amendment is to relate.  If a Participant fails to file a completed
Compensation Deferral Amendment on or before the Compensation Deferral
Agreement Deadline for any subsequent Election Year, and is 


 


6

















 


still
eligible to defer, the Participant shall be deemed to have elected to keep the
prior election (if any) in force for that Election Year.


 


4.5                               Unforeseeable Emergency  - Notwithstanding the provisions of
Sections 4.2, 4.3 and 4.4, in the event of a Participant’s unforeseeable
emergency, or in the event of a hardship withdrawal by a Participant under the
401(k) Plan (but only if the hardship withdrawal meets the requirements of
§1.401(k)-1(d)(3) of the Regulations), the Participant may apply to the
Company for permission to cancel (not merely postpone or delay) Section 5.2
Compensation deferral contributions for the remainder of the Election Year.  The Company shall have the sole discretion
(subject to Section 9.5) to determine whether the Participant’s
circumstances meet the applicable standards.


 


“Unforeseeable emergency”
shall be defined in accordance with §1.409A-3(i)(3) of the Regulations and,
to the extent not inconsistent therewith, the following summary thereof:  a severe financial hardship to the
Participant resulting from an illness or accident of the Participant, his
spouse or his dependent (as defined in Section 152 of the Internal Revenue
Code without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)), or any
Beneficiary he has designated pursuant to Section 8.2.2 (and which
designation is in effect when the unforeseeable emergency occurs), loss of the
Participant’s property due to casualty (whether or not resulting from a natural
disaster), or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, but only
to the extent such emergency is not and may not be relieved: (i) through
reimbursement or compensation by insurance or otherwise, (ii) by
liquidation of the Participant’s assets (to the extent the liquidation of such
assets would not itself cause severe financial hardship); or (iii) by
cessation of deferrals under the Plan. 
However, determination of amounts reasonably necessary to satisfy the
emergency need is not required to take into account any additional compensation
that, due to the unforeseeable emergency, is available under another
nonqualified deferred compensation plan but has not actually been paid.  Examples of circumstances that may
(under all relevant facts and circumstances) constitute an unforeseeable
emergency are:  (i) imminent
foreclosure of or eviction from the Participant’s primary residence, (ii) the
need to pay prescription drugs or other medical expenses (including
non-refundable deductibles) of the Participant, spouse, dependent or
Beneficiary, or (iii) funeral expenses of a spouse, dependent or
Beneficiary; provided, however, that home purchase or college tuition will not,
under normal circumstances, constitute an unforeseeable emergency.


 


ARTICLE V


 


Contributions


 


5.1                               Nature of Contributions  — Contributions described in this ARTICLE V shall not
represent actual deposits to a separate fund or trust, but shall be bookkeeping
entries in the form of credits to the Accounts of the Participants on whose
behalf the contributions are made.


 


5.2                               Compensation Deferral Contributions —


 


5.2.1                        By so electing in his Compensation
Deferral Agreement, each Participant may elect to defer Compensation (which
would otherwise have been paid to the Participant) in any whole percentage
amount designated by the Participant, provided that such amount is not less
than 1%, nor more than 13%, of the Participant’s Compensation for the Election
Year.  In no event, however, shall any
Participant’s deferrals for an Election Year: 
(i) begin until the Participant has reached his 401(k) Deferral
Threshold Date (as defined in Section 4.1.1.1) for the Election Year, or (ii) exceed
$60,000.


 


5.2.2                        The Company may establish such procedures
with respect to timing and amount of individual deferrals by each Participant
as it deems appropriate to implement the limitations described in ARTICLE IV or
this ARTICLE V (other than any procedure which would require or permit the
Company to pay to the Participant any Compensation previously deferred by the
Participant pursuant to this Section 5.2 during the current or any
preceding Election Year, or which would permit a change or discontinuation of
deferrals under the Plan that would violate Section 409A).


 


7














 


5.2.3                        The Company shall reduce the gross amount
of the Participant’s Compensation pursuant to each Participant’s Compensation
Deferral Agreement (or Compensation Deferral Amendment). In lieu of paying the
deferred portion of the Participant’s Compensation to the Participant as
earned, the Company will credit to the Participant’s Account dollar amounts
equal to the deferred Compensation, each such credit to be made as of a date no
later than 15 business days after the last day of the month during which the Participant
would have been entitled to such Compensation had it been paid as current
Compensation.


 


5.2.4                        Any FICA or other payroll tax which may
be imposed on the Participant with respect to deferral contributions shall,
unless otherwise determined by the Company, be deducted from the non-deferred
remainder of the Participant’s remuneration.


 


5.3                               Effect of Compensation Deferrals -
With respect to any other employee benefit or welfare plan sponsored by the
Company under which the amount of any benefit is based on the compensation paid
to an employee, a Participant’s compensation for the purpose of such employee
benefit or welfare plan shall not include the amount of any Compensation
deferrals under this Plan, unless otherwise specifically provided in such other
plan.


 


ARTICLE VI


 


Participant
Accounts


 


6.1                               Account Established for Each Participant  — An individual Account shall be
established on the books of the Company in the name of each Participant, for
the purpose of accounting for contributions credited to, and benefits paid to
or on behalf of, the Participant, and to account for incremental adjustments
pursuant to Section 6.3. Each Account shall be divided into such
sub-accounts, if any, as the Company deems appropriate to properly implement
the provisions of the Plan.


 


6.2                               No Funding Requirement  —


 


6.2.1                     General - The Company
shall not be required to purchase, hold or dispose of any investments with
respect to amounts credited to the Account, its only obligation being to make
payments as described in ARTICLE VIII. 
Should the Company elect to make contributions to a trust (hereinafter
referred to as the “Trust”) to assist the Company in paying the benefits which
may accrue hereunder, the amounts contributed shall be used to purchase the
deemed investments under Section 6.3, subject to application of the
provisions of this Section 6.2 to the actual investments. However,
contributions to the Trust shall not reduce or otherwise affect the Company’s
liability to pay benefits under this Plan (which benefits may be paid from the
Trust or from the Company’s general assets, in the discretion of the Company),
except that the Company’s liability shall be reduced by actual benefit payments
from the Trust (and the Account shall be appropriately adjusted to reflect such
payments). If any such investments, or any contributions to the Trust, are made
by the Company, such investments shall have been made solely for the purpose of
aiding the Company in meeting its obligations under the Plan, and, except for
actual contributions to the Trust, no trust or trust fund is intended. To the
extent that the Company does, in its discretion, purchase or hold any such
investments (other than through contributions to the Trust), the Company will
be named sole owner of all such investments and of all rights and privileges
conferred by the terms of the instruments or certificates evidencing such
investments. Nothing stated herein will cause such investments, or the Trust,
to form part of the Account, or to be treated as anything but the general
assets of the Company, subject to the claims of its general creditors, nor will
anything stated herein cause such investments, or the Trust, to represent the
vested, secured or preferred interest of the Participant or his Beneficiaries.
The Company shall have the right at any time to use such investments not held
in the Trust in the ordinary course of its business. Neither the Participant
nor any of his Beneficiaries shall at any time have any interest in the Account
or the Trust or in any such investments, except as a general, unsecured
creditor of the Company to the extent of the deferred compensation arrangement
which is the subject of the Plan.


 


6.2.2                     Off-Shore Prohibition - To the extent that the Company
actually makes contributions to the Trust, or otherwise directly or indirectly
sets aside assets to assist in paying any benefits which may accrue hereunder,
then, except as otherwise permitted by regulations or other guidance issued by
the Internal Revenue Service under Section 409A(b) of the Internal
Revenue Code, neither such assets, nor the Trust itself, shall 


 


8

















 


be located or transferred
outside of the United States (except to a foreign jurisdiction in which
substantially all of the services giving rise to the benefits accruing
hereunder are performed).


 


6.3                               Value Adjustments -


 


6.3.1                        For purposes of this Section 6.3,
the following definitions shall be utilized:


 


Contribution
Credit  —
A dollar amount equal to a contribution credit made to the Account of a
Participant pursuant to ARTICLE V.


 


Credit
Date Value  —
The Value of a share of Common Stock on the third business day after the date
as of which a Contribution Credit is made pursuant to Section 6.3.


 


Dividend
Unit  —
The equivalent of that number of shares of Common Stock obtained by dividing
the amount of any dividend or other distribution paid or made by LMI with
respect to a share of Common Stock (but not including a distribution in Common
Stock) by 95% of the Value of a share of Common Stock on the sixth business day
after the payment date of the dividend or other distribution.


 


Share
Unit  —
The equivalent of one share of Common Stock.


 


Units  — Share Units and Dividend Units,
collectively.


 


6.3.2                       Units (calculated to four decimal places)
shall be credited to the Account of each Participant as follows:


 


6.3.2.1               As of the date on which any Contribution Credit is
made to the Account, any Contribution Credit shall be converted to a number of
Share Units equal to the Contribution Credit divided by 90% of the Credit Date
Value.


 


6.3.2.2               Whenever, prior to a Distribution Date (i.e., whenever there are undistributed Units in an Account),
LMI shall pay any dividend (other than in Common Stock) upon issued and
outstanding Common Stock, or shall make any distribution (other than in Common
Stock) with respect thereto, there shall be credited to the Account such number
of Dividend Units as shall be allocable to the Units credited to the Account as
of the record date of the dividend or other distribution.


 


6.3.3                       In the event that, prior to a
Distribution Date (i.e., whenever
there are undistributed Units in an Account): (i) the number of
outstanding shares of Common Stock shall be changed by reason of a stock split,
combination of shares, recapitalization, stock dividend or otherwise, or (ii) the
Common Stock is converted into or exchanged for other shares as a result of a
merger, consolidation, sale of assets, or other reorganization or
recapitalization, the number of Units then credited or to be credited to the
Account shall be appropriately adjusted so as to reflect such change (based
upon the best estimate of LMI management as to relative values).


 


6.3.4                       Except as
otherwise provided in Section 8.4.4,(1) the number of shares of
Common Stock to be paid to a Participant or Beneficiary with respect to an
Account shall be determined based on the number of Units in the Account on the
Distribution Date (adjusted
pursuant to Sections 6.3.2.2 and 6.3.3, if applicable).  For IRS and Participant
reporting purposes, the value of any distribution shall be determined on
the Distribution Date based upon the Value of the Units included in the Account
on the Distribution Date (adjusted pursuant to Sections 6.3.2.2 and 6.3.3, if
applicable).


 






(1)                                  See Section 8.4.4
for special provisions regarding the timing of a Participant’s Distribution
Date.


 


9

















 


6.3.5                        Nothing herein contained shall be
construed as conferring upon any Participant or Beneficiary any rights as a
stockholder of LMI or any right to have access to the books and records,
financial statements or other financial information of or relating to the
Company or LMI.


 


ARTICLE VII


 


Entitlement
to Benefits


 


7.1                               Separation from Service  -  In the event
of a Participant’s Separation from Service for any reason other than death,
then, as of the date that constitutes his Distribution Event (i.e., the sixth business day after the
date of his Separation from Service), he shall become entitled to the full
amount of his Account, payable according to the provisions of ARTICLE VIII.


 


7.2                               Death - In the event
of the death of a Participant prior to his Separation from Service, then, as of
the date that constitutes his Distribution Event (i.e., the sixth business day after the date of his death),
the full amount of his Account shall become payable, according to the
provisions of ARTICLE VIII, to his designated Beneficiary.


 


7.3                               Vesting — A Participant
shall at all times be fully vested in his Account, but shall not be entitled to
a distribution of any portion of the Account until the date of his Distribution
Event, at which time his Account shall be payable according to, and at such
time or times provided under, the provisions of ARTICLE VIII.


 


ARTICLE VIII


 


Distribution
of Benefits


 


8.1                               Benefits Payable upon Separation from Service —
Upon a Participant’s Separation from Service with the Company for any reason
other than death, distribution of the Participant’s Account shall be made (or
begun) on the date of his Distribution Event, or such later date as may be
elected by the Participant in the Participant’s Payment Option Election
completed in accordance with the provisions of Section 8.3, or such later
date as may be applicable by reason of Section 8.1.2, 8.4.2 or 8.4.4.  If the Participant does not complete and file
with the Company a valid and timely Payment Option Election with respect to any
deferral, then the Participant’s Account (or portion thereof attributable to
deferrals for which a Payment Option Election has not been completed) shall be distributed
in a single lump sum on the date of his Distribution Event (or such later date
as may be applicable by reason of Section 8.1.2, 8.4.2 or 8.4.4).  Each date on which a distribution is actually
made pursuant hereto is referred to as the Participant’s Distribution Date,
and, subject to Section 8.4.4, the distribution shall be determined,
valued and reported in accordance with Section 6.3.4.


 


8.1.1                     Cash Out - Notwithstanding the foregoing, and
without regard to any Payment Option Election the Participant may have filed
with the Company, if, on the date of the Participant’s Distribution Event, his
Account has a value of less than $16,500, his entire Account shall be
distributed in a single lump sum on the date of his Distribution Event (or such
later date as may be applicable by reason of Section 8.1.2, 8.4.2 or
8.4.4).


 


8.1.2                     Six Month Delay for
Specified Employees - Notwithstanding any provision in the Plan to the contrary, during
any period in which any stock of any member of the Employer Group is publicly
traded on an established securities market (within the meaning of §1.897-1(m) of
the Regulations) or otherwise, no distribution to a “Specified Employee” by
reason of his Separation from Service, for any reason other than his death, may
be made prior to the date that is the earlier of:  (i) his date of death, or (ii) six
months after the date of his Separation from Service; in that event, his
Distribution Date shall become the sixth business day following whichever of
those two dates is applicable.  Any
distribution delayed by the operation of this Section 8.1.4 shall be paid
on, and the number of shares of Common Stock that are distributable to the
Participant (or his Beneficiary) shall be determined, valued and reported as
of, the delayed Distribution Date.


 


A “Specified Employee” is
any Participant who, as of the date of his Separation from Service with the
Employer Group, is a “key employee” (within the meaning of Section 416(i)(1)(A)(i),
(ii) or


 


10

















 


(iii) of the
Internal Revenue Code, applied in accordance with the regulations issued
thereunder and disregarding Section 416(i)(5)) who meets the definition of
a “Specified Employee” as determined under §1.409A-1(i) of the
Regulations.  The Participant will be
deemed to be a key employee as of the date of his Separation from Service with
the Employer Group if he met the key employee requirement at any time during
the twelve-month period described in the aforesaid Regulations.


 


8.2                               Death Benefits  — In the event of the death of a Participant who has an
undistributed balance in his Account:


 


8.2.1                     Effect of Payment Option
Election  - Distribution of the Participant’s Account shall be made (or begun) to
the Participant’s Beneficiary on the date specified in the Participant’s
Payment Option Election completed in accordance with the provisions of Section 8.3
(i.e., either, as elected by the
Participant in his Payment Option Election, in an immediate lump sum or in the
same installments as the Account would have been distributed to the Participant
had he lived). If the Participant does not complete a Payment Option Election
with respect to any deferral, the Participant’s Account (or portion thereof
attributable to deferrals for which a Payment Option Election has not been
completed) shall be distributed to the Participant’s Beneficiary in a single
lump sum on the date of the Distribution Event (or such later date as may be
applicable by reason of Section 8.4.2 or 8.4.4).  Each date on which a distribution is actually
made pursuant hereto is referred to as the Participant’s Distribution Date, and
the distribution shall be determined, valued and reported in accordance with Section 6.3.4
as of the Distribution Date.


 


8.2.2                     Beneficiary Designation - Each Participant from time to time may
designate any person or persons (who may be named contingently or successively)
to receive such benefits as may be payable under the Plan upon or after his
death, and such designation may be changed from time to time by the Participant
by filing a new designation. Each designation will revoke all prior
designations by the same Participant, shall be in form prescribed by the
Company, and will be effective only when filed in writing with the Company
during his lifetime.


 


8.2.3                     Failure to Designate
Beneficiary - In the absence of a valid Beneficiary designation, or
if, at the time any benefit payment is due to a Beneficiary, there is no living
Beneficiary eligible to receive the payment, validly named by the Participant,
the Company shall distribute any such benefit payment to the person or persons
designated to receive the Participant’s accrued benefit from the 401(k) Plan.
In the absence of a valid designation to a living person under the 401(k) Plan,
the Company shall distribute the benefit payment to the Participant’s
estate.  In determining the existence or
identity of anyone entitled to a benefit payment, the Company may rely
conclusively upon information supplied by the Personal Representative of the
Participant’s estate.  In the event of a
lack of adequate information having been supplied to the Company, or in the
event that any question arises as to the existence or identity of anyone
entitled to receive a benefit payment as aforesaid, or in the event that a
dispute arises with respect to any such payment, or in the event that a
Beneficiary designation conflicts with applicable law, or in the event the
Company is in doubt for any other reason as to the right of any person to
receive a payment as Beneficiary then, notwithstanding the foregoing, the
Company, in its sole discretion, may, in complete discharge, and without
liability for any tax or other consequences which might flow therefrom: (i) distribute
the payment to the Participant’s estate, (ii) retain such payment, without
liability for interest, until the rights thereto are determined, or (iii) deposit
the payment into any court of competent jurisdiction.


 


8.3                               Payment Option Elections - Payment elections, and changes
therein, shall be made (and may only be made) by the filing of a completed
Payment Option Election with the Company, and in accordance with the provisions
of this Section 8.3.


 


8.3.1                     Initial Election  — Simultaneously with the filing of his
Compensation Deferral Agreement, or as a part thereof, but in no event later
than the Compensation Deferral Agreement Deadline applicable thereto, a
Participant shall complete and file with the Company a Payment Option
Election.  The Payment Option Election
may be changed at any time prior to, but it become irrevocable on, the
applicable Compensation Deferral Agreement Deadline.


 


8.3.2                     Subsequent Elections — The
limitations set forth in this Section 8.3.2 shall be subject to the
transition rules set forth in Section 3 of IRS Notice 2007-86 and
other relevant Section 409A guidance,


 


11

















 


 with respect to (and only with respect to)
Payment Option Elections filed by December 31, 2008 and which become
effective January 1, 2009.  Following the Compensation Deferral Agreement Deadline
for the filing of his initial Compensation Deferral Agreement pursuant to Section 8.3.1,
the Participant shall have no further right to file a revised Payment Option
Election, or to alter any election set forth in a Payment Option Election filed
with the Company, but the Participant shall have the right to make new
elections from time to time (but not more than once every five years), each on
a separate Payment Option Election, provided that each such new election shall
be applicable only to deferrals in Election Years beginning after the filing of
the new Payment Option Election, and all pre-existing elections shall remain in
effect with respect to deferrals for the periods for which such elections were
applicable.


 


8.3.3                     Available Options — The Payment Option Election shall
provide each Participant with the following choices:


 


8.3.3.1           Form of Distribution — The Participant may elect to have his
distribution paid in either of the following two forms:


 


8.3.3.1.1      an immediate lump sum distribution on the date elected
pursuant to Section 8.3.3.2; or


 


8.3.3.1.2      subject to Section 8.1.1, in three annual
installments commencing on the date elected pursuant to Section 8.3.3.2
and thereafter on each of the next two anniversaries of that date.  The first installment shall equal one-third
of the balance of the Account, the second installment shall equal one-half of
the remaining balance of the Account, and the third installment shall equal the
entire remaining balance of the Account.


 


8.3.3.2           Timing of Distribution — The Participant may elect to have his
distribution paid (or begun) on either of the following dates:


 


8.3.3.2.1      the date of the Participant’s Distribution Event; or


 


8.3.3.2.2      the sixth business day of the calendar year following
the date of the Participant’s Distribution Event.  In addition, if the Participant makes this
election, he may also elect that the election will not apply unless his
Separation from Service occurs on or after he has reached a specified age
(elected by the Participant).


 


Regardless of the date of
distribution of all or any part of the Participant’s Account by reason of
elections made pursuant to this Section 8.3.3, the overall number of
shares of Common Stock that are distributable to the Participant shall be
determined as of the date of the Distribution Event (as adjusted pursuant to Section 8.4.8).


 


8.3.3.3           Form of Death Benefit
Distribution —
Upon the death of a Participant who, pursuant to Section 8.3.3.1.2, had
elected installments for his lifetime distribution, the balance in his Account
shall be paid in accordance with the form of death benefit the Participant had
elected in his Payment Option Election pursuant to Section 8.2.1.


 


8.3.4                     Invalid Election - If a Payment Option Election does not
conform to the requirements of Section 409A, then such Payment Option
Election shall be void and the Participant shall be deemed not to have filed a
Payment Option Election with respect to the portion of the Participant’s
Account to which such invalid Payment Option Election relates.


 


8.4                               Administration of Distributions —


 


8.4.1                     Mode of Distribution — The Company shall make all
distributions from each Participant’s Account in Common Stock, calculated in
accordance with Section 6.3; provided, however, that:  (i) the Company shall distribute only
whole shares of Common Stock and cash in lieu of any fractional shares of
Common Stock, based on 100% of the Value of a share of Common Stock on the
relevant Distribution Date (i.e., no
fractional


 


12

















 


shares will be issued),
and (ii) the Company may not distribute Common Stock unless there exists
an effective registration statement under the Securities Act of 1933, as
amended, covering the shares to be distributed, and in the absence thereof the
distribution shall be in cash.


 


8.4.2                     Administrative Delay — All
distributions made pursuant to this ARTICLE VIII shall be made on or as soon as
administratively practicable after (but in no event more than 90 days after)
the date of the Distribution Event that gave rise to the distribution.  In the event of an administrative delay, the
Participant’s Distribution Date shall become whichever of those two dates is
applicable.  Any distribution so delayed
shall be paid on, and the value of shares of Common Stock that are distributed
to the Participant (or his Beneficiary) shall be determined, valued and
reported as of, the delayed Distribution Date.


 


8.4.3                     Deductions  — Any amounts payable under the Plan
shall be subject to such deductions or withholdings as may be required by law,
but shall not be deemed to be salary or other compensation for the purpose of
computing benefits to which the Participant may be entitled under any
retirement plan or other arrangement of the Company for the benefit of its
employees generally.


 


8.4.4                     Payment of Tax
Withholdings — Notwithstanding the provisions of Section 8.4.3,
the Company may (but shall not be required to) retain possession of a
distribution, as agent for the benefit of a Participant who has reached his
Presumptive Distribution Date, for a period of up to 89 days, in order to allow
the Participant the opportunity to provide the Company with an amount equal to
the funds the Company has paid or will pay as federal and state income taxes on
the distribution (the “Tax Amount”) and thus avoid having to have the
distribution reduced by the Tax Amount. 
However, if by the 89th day following the Presumptive Distribution
Date (or such earlier date as the Company deems appropriate in its sole
discretion), the Participant has not paid the Tax Amount to the Company, the
Company shall transfer the distribution (net of the Tax Amount) to the
possession of the Participant.  For this
purpose:


 


8.4.4.1               A Participant’s
“Presumptive Distribution Date” is the date that would have been the
Participant’s Distribution Date pursuant to Sections 8.1, 8.2, 8.3, and/or
8.4.2 were it not for the operation of this Section 8.4.4.


 


8.4.4.2               The gross
distribution shall be equal to the number of shares of Common Stock calculated
as of the Presumptive Distribution Date (as adjusted pursuant to Section 8.4.8
in the interim between the Presumptive Distribution Date and the date of
transfer of possession).


 


8.4.4.3               The reduction
for the Tax Amount shall be a number of shares of Common Stock equal in Value
(calculated on the date of transfer of possession) to the Tax Amount.


 


8.4.4.4               For IRS and
Participant reporting purposes, the value of the distribution shall be
determined as of the Presumptive Distribution Date.


 


8.4.4.5               If the
Participant has elected installment payments pursuant to Section 8.3.3.1.2,
this Section 8.4.4 shall be applied separately to each installment.


 


8.4.5                     Payment to Minor or
Incompetent  —
If any person to whom a payment is due under the Plan is a minor, or is found
by the Company to be incompetent by reason of physical or mental disability,
the Company shall have the right to cause the payments becoming due to such
person to be made to another for his benefit, without responsibility of the
Company to see to the application of such payments, and such payments will constitute
a complete discharge of the liabilities of the Company with respect thereto.


 


8.4.6                     Domestic Relations Order  — To the extent permitted by and
consistent with the provisions of Section 409A, payments shall be made to
an alternate payee of the Participant to the extent required under a Domestic
Relations Order (a “DRO”), as defined by Section 414(p)(1)(B) of the
Internal Revenue Code, that is applicable to the Plan. Any amount payable under
this Plan to an alternate payee under a DRO shall be paid to the alternate
payee designated in such DRO rather than to the Participant; provided, however,
that such payment:


 


13

















 


(i) shall be
reported for income tax purposes as a payment to the Participant, and (ii) shall
only be paid to the alternate payee in such form, and at such time, as it would
have been paid to the Participant but for the DRO.


 


8.4.7                     Location of Participants
and Beneficiaries — Any communication, statement or notice addressed to a Participant (or
Beneficiary) at his last post office address filed with the Company, or if no
such address was filed with the Company then at his last post office address as
shown on the Company’s records, shall be binding on the Participant (or
Beneficiary) for all purposes of the Plan. Except for the sending of a
registered letter to the last known address, the Company shall not be obliged
to search for any Participant (or Beneficiary). If the Company notifies any
Participant (or Beneficiary) that he is entitled to an amount under the Plan
and the Participant (or Beneficiary) fails to claim such amount or make his
location known to the Company within three years, then, except as otherwise
required by law, the Company shall have the right to treat the amount payable
as a forfeiture.


 


8.4.8                     Share Adjustment — In the event that, for any reason,
distribution of shares of Common Stock occurs on a date subsequent to the date
of the Participant’s Distribution Event, the number of shares to be distributed
shall be appropriately adjusted pursuant to Sections 6.3.2.2 and 6.3.3.


 


8.4.9                     Cash Dividend After Distribution — In the event that LMI shall pay a dividend (other than in
Common Stock) with a dividend record date that precedes, and a dividend payment
date that follows, a Participant’s Distribution Date, an amount equal to the
dividend applicable to the distributed shares shall be paid to the Participant
(or Beneficiary) on the dividend payment date as an additional Plan benefit.


 


8.5                               Compliance with Section 409A —
Notwithstanding anything herein to the contrary, all distributions hereunder
are intended to be made in accordance with the provisions of Section 409A
(to the extent applicable), and to the extent that Section 409A applies to
any provision of this Plan and such provisions is subject to more than one
interpretation or construction, such ambiguity shall be resolved in favor of
that interpretation or construction which is consistent with the provision
complying with the applicable provisions of Section 409A.


 


8.6                               Limitation on Payment Liability  - The Company’s obligation to make any
benefit distribution payment pursuant to this ARTICLE VIII (or otherwise under
the Plan) shall be limited to the amount credited to the Participant’s Account
as of the Valuation Date pertaining to such payment. Neither the Plan nor any
action taken pursuant thereto guarantees any fixed dollar amount of payments to
the Participant, his beneficiary, estate or representative. The amount of
payment under the Plan shall vary in accordance with the provisions of ARTICLE
VI, and neither the Company or the Administrator, or any of their
representatives, shall be responsible for any decrease in value of the Account
by reason of investment performance reflected therein.


 


ARTICLE IX


 


Administration


 


9.1                               Administrative Authority  — Except as otherwise specifically
provided herein, the Company shall have the sole responsibility for and the
sole control of the operation and administration of the Plan, and shall have
the power and authority to take all action and to make all decisions and
interpretations which may be necessary or appropriate in order to administer
and operate the Plan, including, without limiting the generality of the
foregoing, the power, duty and responsibility to: (i) resolve and
determine all disputes or questions arising under the Plan, including the power
to determine the rights of Employees, Participants and Beneficiaries, and their
respective benefits, and to remedy any ambiguities, inconsistencies or
omissions; (ii) adopt such rules of procedure and regulations as in
its opinion may be necessary for the proper and efficient administration of the
Plan and as are consistent with the Plan; (iii) implement the Plan in
accordance with its terms and such rules and regulations; (iv) notify
the Participants of any amendment or termination of, or of a change in any
benefits available under, the Plan; and (v) prescribe such forms as may be
required for Employees to make elections under, and otherwise participate in,
the Plan. Subject to the power to delegate in the manner described in Section 9.2,
the Company shall act through its Board of Managers.


 


9.2                               Company Administration  — The Plan shall be operated and administered on behalf of
the Company by an Administrator. The Administrator shall be governed by the
following:


 


14

















 


9.2.1  In the absence of any designation to the contrary by
the Company, the Administrator shall be the Administrative Committee
established pursuant to Section 9.3. Except as the Company shall otherwise
expressly determine, the Administrator shall have full authority to act for the
Company before all persons in any matter directly pertaining to the Plan,
including the exercise of any power or discretion otherwise granted to the
Company pursuant to the terms of the Plan, other than the power:  (i) to amend or terminate the Plan
(including exercise of the discretion described in Section 10.3), (ii) to
determine who is eligible for Plan participation, (iii) to constitute the
membership of the Administrative Committee pursuant to Section 9.3.1, (iv) to
determine whether contributions shall be placed in trust pursuant to Section 6.2,
(v) to appoint and/or remove the trustees of the trust referred to in Section 6.2,
and (vi) to affect the employer-employee relationship between the Company
and any Employee, all of which powers are reserved to the Company unless
expressly granted to the Administrator.


 


9.2.2  The Administrator may appoint any persons or firms, or
otherwise act to secure specialized advice or assistance, as it deems necessary
or desirable in connection with the administration and operation of the Plan;
the Administrator shall be entitled to rely conclusively upon, and shall be
fully protected in any action or omission taken by it in good faith reliance
upon, the advice or opinion of such firms or persons. The Administrator shall
have the power and authority to delegate from time to time by written
instrument all or any part of its duties, powers or responsibilities under the
Plan, both ministerial and discretionary, as it deems appropriate, to any
person, and in the same manner to revoke any such delegation of duties, powers
or responsibilities. Any action of such person in the exercise of such
delegated duties, powers or responsibilities shall have the same force and
effect for all purposes hereunder as if such action had been taken by the
Administrator.


 


Further, the
Administrator may authorize one or more persons to execute any certificate or
document on behalf of the Administrator, in which event any person notified by
the Administrator of such authorization shall be entitled to accept and
conclusively rely upon any such certificate or document executed by such person
as representing action by the Administrator until such third person shall have
been notified of the revocation of such authority. The Administrator shall not
be liable for any act or omission of any person to whom the Administrator’s
duties, powers or responsibilities have been delegated, nor shall any person to
whom any duties, powers or responsibilities have been delegated have any
liabilities with respect to any duties, powers or responsibilities not
delegated to him.


 


9.2.3                        All representatives of the Company,
and/or members of the Administrative Committee (as defined hereinafter) shall
use ordinary care and diligence in the performance of their duties pertaining
to the Plan, but no such individual shall incur any liability: (i) by
virtue of any contract, agreement, bond or other instrument made or executed by
him or on his behalf in his official capacity with respect to the Plan, (ii) for
any act or failure to act, or any mistake or judgment made, in his official
capacity with respect to the Plan, unless resulting from his gross negligence
or willful misconduct, or (iii) for the neglect, omission or wrongdoing of
any other person involved with the Plan. The Company shall indemnify and hold
harmless each such individual who is an Employee from the effects and
consequences of his acts, omissions and conduct in his official capacity with
respect to the Plan, except to the extent that such effects and consequences
shall result from his own willful misconduct or gross negligence. If any matter
arises as to which an individual is entitled to indemnity hereunder, the
indemnitee shall give the Company prompt written notice thereof. The Company,
at its own expense, shall then take charge of the disposition of the asserted
liability, including compromise or the conduct of litigation.  The indemnitee may, at his own expense,
retain his own counsel and share in the conduct of any such litigation, but the
failure to do so shall not adversely affect his right to indemnity.


 


9.2.4                        Nothing in the Plan shall be construed so
as to prevent any person involved in administration of the Plan from receiving
any benefit to which he may be entitled as a Participant.


 


9.2.5                        Expenses incurred in the administration
and operation of the Plan (including the functioning of the Administrative
Committee) shall be paid by the Company.


 


9.3                               Administrative Committee  — The Company shall designate and
appoint a committee, to be known as the Administrative Committee, as
Administrator. Except to the extent that the Company has retained any power or
authority, or allocated duties and responsibilities to another, said Committee
shall have full power and authority to administer and operate the Plan in
accordance with its terms and in particular the authority contained in 


 


15

















 


this
ARTICLE IX, and, in acting pursuant thereto, shall have full power and
authority to deal with all persons in any matter directly connected with the
Plan, in accordance with the following provisions:


 


9.3.1                        The Committee shall consist of one or
more individuals designated by the Company. Subject to his right to resign at
any time, each member of the Committee shall serve (without compensation,
unless otherwise determined by the Company) at the pleasure of the Company, and
the Company may appoint, and may revoke the appointment of, additional members to
serve with the Committee as may be determined to be necessary or desirable from
time to time. Each member of the Committee, by accepting his appointment to the
Committee, shall thereby be deemed to have accepted all of the duties and
responsibilities of such appointment, and to have agreed to the faithful
performance of his duties thereunder.


 


9.3.2                        The Committee shall adopt such formal
organization and method of operation as it shall deem desirable for the conduct
of its affairs. The Committee shall act as a body, and the individual members
of the Committee shall have no powers and duties as such, except as provided
herein; the Committee shall act by vote of a majority of its members at the
time in office, either at a meeting or in writing without a meeting.


 


9.3.3                        Subject to Section 9.5,
the determination of
the Committee on any matter pertaining to the Plan within the powers and
discretion granted to it shall be final and conclusive on all Participants and
all other persons dealing in any way or capacity with the Plan.


 


9.4                               Third Party Services - The Company
may contract with any third party to provide or issue investment vehicles to
the Company and/or to provide services under the Plan for the convenience of
the Company, including, but not limited to, the enrollment of Covered Employees
as Participants on behalf of the Company, the maintenance of individual or
other accounts and other records, the making of periodic reports and the
disbursement of benefits to Participants and Beneficiaries.


 


9.5                               Claims Procedure - The Administrator shall adopt and
implement a claims procedure (including a procedure for review of an adverse
claim determination) that meets the requirements of Section 503 of ERISA
and DOL Regs. §2560.503-1, and, pursuant thereto, a description thereof (in the
form annexed to the Plan as Appendix A) shall be provided to each Participant
or Beneficiary upon request or if the Company or Administrator becomes aware
(or reasonably should be aware) that a Participant may not be in agreement as
to a Plan benefit (or lack thereof).


 


ARTICLE X


 


Amendment
and Termination


 


10.1                        Right to Amend  — Subject to Sections 10.5 and 10.6, the Company shall have
the right to amend the Plan in writing, at any time, and with respect to any
provisions hereof, and all parties hereto or claiming any interest hereunder
shall be bound thereby.


 


10.2                        Amendment Required by Federal Law  — Notwithstanding the provisions of Section 10.5,
the Plan may be amended at any time, retroactively if required, if found
necessary in order to conform to the provisions and requirements of the
Internal Revenue Code (including, without limitation, Section 409A) or
ERISA, or any similar act or any amendments thereto or regulations promulgated
thereunder.


 


10.3                        Right to Freeze or Terminate -
Subject to Sections 10.5 and 10.6 and to the remainder of this Section 10.3,
the Company reserves the right, at any time, and in its sole discretion, to
freeze contributions and/or terminate the Plan, as follows:


 


16

















 


10.3.1              Contribution Freeze - The Company may, at any time and from
time to time, terminate Section 5.2 compensation deferral contributions,
or suspend such contributions for a fixed or indeterminate period of time.  In connection therewith, the Company may, but
need not, suspend or terminate the ability of new Participants to enter the
Plan (as otherwise provided for in ARTICLE III).


 


10.3.1.1                                                    Impact of Contribution
Freeze - In
the event of action by the Company to freeze (i.e.,
suspend or terminate) contributions, as described in this Section 10.3.1,
all affected contributions shall immediately cease, except as described in Section 10.3.1.2,
but the Company shall continue all other aspects of the Plan, in which event
distributions shall be made in accordance with ARTICLES VII and VIII, unless
and until the Company terminates the Plan in accordance with Section 10.3.2.


 


10.3.1.2                                                    Potential Deferral of
Contribution Freeze - Notwithstanding the provisions of Section 10.3.1.1, unless
circumstances exist that would permit termination of the Plan pursuant to Section 10.3.2,
Section 5.2 compensation deferral contributions may not be terminated during
their period of irrevocability. 
Accordingly, unless such circumstances are extant at the time the
Company acts to freeze Section 5.2 compensation deferral contributions,
cessation of such contributions shall be deferred until, as described in
ARTICLE IV, their Compensation Deferral Agreements would lapse by their terms
or be subject to modification by the affected Participants.


 


10.3.2              Plan Termination - The Company may terminate the Plan at
any time, but only if the conditions described in Section 10.3.2.1 are
extant at the time at which the Company acts to terminate the Plan (or such
later date as of which the termination is to be effective).


 


10.3.2.1                                                    Circumstances Under Which
Plan May Terminate - Unless otherwise permitted under Section 409A,
the Plan may terminate only if one or more of the following sets of
circumstances exist on the date such termination is to be effective:


 


10.3.2.1.1                                          Dissolution or Bankruptcy - Termination and liquidation of the
Plan:  (i) within twelve months of a
corporate dissolution taxed under Section 331 of the Internal Revenue
Code, or (ii) with the appointment of a bankruptcy court pursuant to 11
U.S.C. §503(b)(1)(A), in either case under conditions described in
§1.409A-3(j)(ix)(A) of the Regulations.


 


10.3.2.1.2                                          Change in Control - Termination and liquidation of the
Plan pursuant to irrevocable action taken by the Employer Group within the 30
days preceding or the twelve months following a Change in Control Event under
conditions described in §1.409A-3(j)(ix)(B) of the Regulations.


 


For this purpose, a “Change
in Control Event” is any one of the following (to the extent that it qualifies
as such under §1.409A-3(i)(5) of the Regulations):  (i) a change in ownership within the
meaning of §1.409A-3(i)(5)(v) of the Regulations, (ii) a change in
effective control within the meaning of §1.409A-3(i)(5)(vi) of the
Regulations, or (iii) a change in the ownership of assets within the
meaning of §1.409A-3(i)(5)(vii) of the Regulations.


 


10.3.2.1.3                                          Other Plan Termination- Termination and liquidation of the Plan
under the conditions described in §1.409A-3(j)(ix)(C) of the Regulations.


 


10.3.2.1.4                                          Other Circumstances - Termination and liquidation of the
Plan under such circumstances as may be prescribed in generally applicable
guidances published by the Internal Revenue Service.


 


10.3.2.2                                                    Impact of Plan Termination - Upon termination of the Plan:  (i) eligibility of new Participants to
enter the Plan pursuant to ARTICLE III shall cease, (ii) all contributions
to the Plan shall cease (subject to Section 10.3.1.2), and (iii) the
entire Account of each affected Participant (or Beneficiary) shall be distributed
in a single lump sum (notwithstanding any continuing elections by the affected
Participants as to form or timing of distributions), such distribution to occur
as soon as administratively practicable, but, where applicable, only within the
time parameters set forth in Section 10.3.2.1.


 


17














 


10.3.2.3                                                    Pre-Existing Distribution
Rights -
Termination of the Plan shall not affect the form or timing of benefits to any
Participant who becomes entitled thereto pursuant to ARTICLES VII and VIII
without regard to the Plan termination, but only to the extent that such
payments would have been made prior to the date on which the lump sum
distribution of all distributions upon Plan termination, pursuant to Section 10.3.2.2,
is to be made.


 


10.3.3              Termination of 401(k) Plan — In the event the Company terminates
the 401(k) Plan, it shall be deemed to have frozen Section 5.2
Compensation deferrals to this Plan pursuant to Section 10.3.1 (and
subject in particular to the conditions of Section 10.3.1.2), and to have
terminated this Plan pursuant to Section 10.3.2 at the earliest date
permitted under Section 10.3.2.1.


 


10.4                        Employer-Level Change -  Subject to Section 10.6:


 


10.4.1              Cessation of Business  - Notwithstanding any other provision of this Plan to
the contrary, in the event the Company ceases to actively carry on the trade or
business in which a Participant was employed (whether or not such cessation
involves a liquidation of the Company’s assets), and if the cessation is not
pursuant to a transaction whereby a successor entity continues the trade or
business (including the obligations under the Plan), the entire value of the
Account shall (as soon as possible but in any event prior to the completion of
any liquidation of assets) be distributed in a single lump sum to the
Participant (or, in the event the Participant is not then living, to the
Beneficiary designated in accordance with Section 8.2), but only if, in
connection with the cessation of business: 
(i) the Participant has had a Separation from Service, (ii) the
cessation is in conjunction with an event that constitutes a permissible
payment event within the meaning of §1.409A-3 of the Regulations (including a
Plan termination and liquidation under circumstances described in Section 10.3.2),
or (iii) the distribution is otherwise permitted under regulations or
other guidance issued by the Internal Revenue Service under Section 409A.


 


10.4.2              Successor to Company  - In the event of the merger, consolidation, sale of
all or substantially all the assets, or reorganization, of the Company:


 


10.4.2.1         Provision may be made by which the Plan will be
continued by the successor employer, in which case such successor shall be
substituted for the Company under the Plan and neither Section 7.4 nor Section 10.4.1
shall apply to the transaction. The substitution of the successor shall
constitute an assumption of Plan liabilities by the successor and the successor
shall have all of the powers, duties and responsibilities of the Company under
the Plan.


 


10.4.2.2         If the action described in Section 10.4.2.1 has
not been taken within 90 days from the effective date of the transaction, the
Plan shall be deemed to have been terminated as of the effective date of the
transaction, but not earlier than the earliest date permitted under Section 10.3.2.1,
and the provisions of Section 10.3.2 shall be applicable thereto.


 


10.4.2.3         In the event of a transaction described in this Section 10.4.2
which applies to a portion of the Company, the provisions of this 10.4.2 shall
apply only to the employees transferred in connection therewith.


 


10.5                        Preservation of Rights  — Amendment or termination of the Plan shall not affect the
rights of any Participant (or Beneficiary) to payment of the amount in his
Account, to the extent that such amount was payable under the terms of the Plan
prior to the effective date of such amendment or termination. However, no
action taken in accordance with Sections 10.2 or 10.3 shall be deemed
prejudicial to any interest of any Employee or Participant.


 


10.6                        Section 409A Compliance - The Plan may not be amended or terminated
in any way that results in a violation of Section 409A.  In particular, except to the extent permitted
by §1.409A-3(j) of the Regulations, no amendment or termination of the
Plan shall in any way (including a change in form of distribution) result in
acceleration of the timing or amount of any payment (or any portion thereof)
due under the Plan.  An amendment that
permits acceleration for any one or more of the reasons that constitute
exceptions to the prohibition 


 


18

















 


on
acceleration of payments, pursuant to §1.409A-3(j)(4) of the Regulations,
shall not be deemed to be in violation of this Section 10.6.


 


ARTICLE XI


 


Multiple-Employer Provisions


 


11.1                        Adoption by Other Employers  — Subject to approval of the Sponsor,
the Plan may be adopted by any Affiliate. Such adoption and approval shall be
evidenced by the execution of an Adoption Agreement by the Sponsor and the
adopting employer.


 


11.2                        Separate Plans  — It is intended that the provisions of the Plan shall apply
separately to each participating Company, if there be more than one, and to the
Participants of each such participating Company, and, unless the context
otherwise requires, the term “Company” as used throughout the Plan shall be so
construed, to the end that, except as otherwise provided in this ARTICLE XI,
the Plan shall constitute a separate Plan for each participating Company.


 


11.3                        Participation  — The participation of any participating Company in the Plan
shall become effective as of the date the Adoption Agreement is executed and
approved as provided in Section 11.1, or on such other date as may be set
forth in said Adoption Agreement. Once participation by a participating Company
has begun, such participation shall continue until terminated in accordance
with the terms of the Plan.


 


11.4                        Combined Service  — Except as otherwise provided in the Adoption Agreement,
the term “service” or “employment” shall be deemed to refer equally to service
with any participating Company, so that, for any purpose under the Plan,
service with any participating Company shall be deemed to be the equivalent of
service with any other participating Company. A Participant shall be deemed to
have had a Separation from Service only upon a Separation from Service with the
participating Company and all other employers who are members of the Employer
Group.


 


11.5                        Administration  — The term “Company” as used in ARTICLE IX, pertaining to
administration of the Plan, refers only to the Sponsor, and to the
Administrative Committee appointed by the Sponsor, although any other
participating Company may appoint its own separate committee, or otherwise act,
to administer the Plan with regard to those internal matters peculiar to that
participating Company and which do not conflict with the concept set forth in
this Section 11.5.


 


11.6                        Amendment  — The term “Company” as used in ARTICLE X, pertaining to
amendment of the Plan, refers only to the Sponsor, which shall be vested with
the sole power to amend the Plan in any manner, and such amendment will bind
each participating Company and its Participants. However, with the consent of
the Sponsor, any other participating Company shall have the right to amend the
Plan in any manner (otherwise permitted by ARTICLE X) which affects the Plan
only as to that participating Company and, in the sole judgment of the Sponsor,
in no significant way affects the Plan as to any other participating Company.


 


11.7                        Termination  — A participating Company may terminate the Plan, pursuant
to ARTICLE X, at any time. Any such action shall operate only as to the
Participants employed by that participating Company.


 


ARTICLE XII


 


Miscellaneous


 


12.1                        Limitations on Liability of Company  — Neither the establishment of the Plan
nor any modification thereof, nor the creation of any Account, nor the payment
of any benefits, shall be construed as giving to any Participant or other
person any legal or equitable right against the Company (or any person
connected therewith), except as provided by law or by any Plan provision.
Nothing contained in the Plan, and no action taken pursuant to its provisions,
shall create or be construed to create a fiduciary relationship between the
Company (or any person connected therewith) and any Participant, Beneficiary or
other person. In no event shall the Company


 


19

















 


(or
any person connected therewith) be liable to any person for the failure of any
Participant, Beneficiary or other person to be entitled to any particular tax
consequences with respect to the Plan or any contribution thereto or
distribution therefrom.


 


12.2                        Construction  — The Plan is intended to be exempt from ERISA (other than
reporting and disclosure requirements as to which no exemption is available)
and, if any provision of the Plan is subject to more than one interpretation or
construction, such ambiguity shall be resolved in favor of that interpretation
or construction which is consistent with the Plan being so exempted. In case
any provision of the Plan shall be held to be illegal or void, such illegality
or invalidity shall not affect the remaining provisions of the Plan, but shall
be fully severable, and the Plan shall be construed and enforced as if said
illegal or invalid provisions had never been inserted herein.  For all purposes of the Plan, where the
context admits, words in the masculine gender shall include the feminine and
neuter genders, the singular shall include the plural, and the plural shall
include the singular. Headings of articles and sections are inserted only for
convenience of reference and are not to be considered in the construction of
the Plan. Except to the extent preempted by the laws of the United States of
America, the laws of the state in which the Company is domiciled shall govern,
control and determine all questions arising with respect to the Plan and the
interpretation and validity of its respective provisions. Participation under
the Plan will not give any Participant the right to be retained in the service
of the Company nor any right or claim to any benefit under the Plan unless such
right or claim has specifically accrued hereunder. The Plan shall be construed
in such manner as to comply with Section 409A.


 


12.3                        Spendthrift Provision  — No amount payable under the Plan will, except as otherwise
specifically provided by law, be subject in any manner to anticipation,
alienation, attachment, garnishment, sale, transfer, assignment (either at law
or in equity), levy, execution, pledge, encumbrance, charge or any other legal
or equitable process, and any attempt to do so will be void; nor will any
benefit be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the person entitled thereto. The foregoing
shall not preclude any arrangement for: (i) the withholding of taxes from
Plan benefit payments, (ii) the recovery by the Plan of overpayments of
benefits previously made to a Participant, or (iii) the direct deposit of
benefit payments to an account in a banking institution (if not part of an
arrangement constituting an assignment or alienation).


 


In the event that any
Participant’s benefits are garnished or attached by order of any court, the
Company may bring an action for a declaratory judgment in a court of competent
jurisdiction to determine the proper recipient of the benefits to be paid by
the Plan. During the pendency of said action, any benefits that become payable
shall be paid into the court as they become payable, to be distributed by the
court to the recipient it deems proper at the close of said action.


 


12.4                        Date Plan Effective; Termination Date  — The Plan became effective as of the
date on which it was approved by the stockholders of LMI.  The amendments to the Plan contained in this
amending restatement of the Plan became effective as of January 1, 2008
(or such earlier date as may be required in order for the Plan to comply with Section 409A).   No deferrals of Compensation shall be
permitted under the Plan after the close of business on December 31, 2015.
Subject to other applicable provisions of the Plan, all Compensation deferrals
made under the Plan (and the Accounts related thereto) prior to such
termination of the Plan shall remain subject to the terms of the Plan (as in
effect prior to such termination).


 


IN WITNESS WHEREOF, this 2009 Amending Restatement is
executed under seal as of this 29th day of May, 2009.


 


	
   

  	
  LEGG MASON & CO., LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Charles J. Daley, Jr.

  	
  (Seal)

  



 


20

















 


APPENDIX A


 


LEGG MASON & CO., LLC


 


DEFERRED COMPENSATION/PHANTOM
STOCK PLAN


 


CLAIMS
PROCEDURE


 


Initial Claim


 


If you think you have a problem regarding your Plan
benefits, you may file a written claim under the Plan’s claims procedure.  For example, you may feel that you are
entitled to a benefit that has not been paid, or that the benefit you are
receiving has not been paid under terms or in an amount with which you are in
agreement.  Your claim must state the
specific reason(s) why you believe you are entitled to the benefit, or why
you disagree with the terms or amount of the benefit, and must be delivered to
the Administrator (at the normal Company address, unless the Company provides a
different address).


 


Your claim will be given full and fair consideration, and
the decision will be made in accordance with governing Plan documents and after
taking steps to assure that the Plan provisions are applied in a manner that is
consistent with the way other similar claims (if any) have been treated in the
past.


 


Unless it is determined that your claim is to be resolved
in accordance with your wishes as set forth in the claim, the Administrator
will provide you with a written or electronic notice of the adverse
determination, setting forth:  (i) the
specific reason(s) for the denial, (ii) specific reference to pertinent
Plan provisions on which the denial is based, (iii) a description of any
material or information necessary for you to perfect your claim and an
explanation of why such material or information is necessary, and (iv) an
explanation of the Plan’s appeal procedure (including applicable time limits
and a statement that, if your claim is adversely decided on appeal, you may
bring a civil action under Section 502(a) of ERISA).


 


The adverse determination notice will normally be provided
to you within a reasonable time (but not more than 90 days) after your claim
has been received.  However, in special
circumstances requiring an extension, the 90-day period may be extended (for
not more than an additional 90 days unless you agree), if the Administrator
gives you written notice, before the end of the initial 90-day period, setting
forth the reason(s) for the extension and the estimated decision
date.  If the extension notice indicates
that the extension is needed because you have not provided information
necessary to decide your claim, and the notice asks for that information, the
time limit on the extension does not begin to run until you have provided the
requested information.


 


Appeal


 


If you have received an adverse determination notice, and
you still feel that your claim has not been properly decided, then, for a
period of 60 days following the date on which you received the notice, you may
appeal the denial by submitting to the Administrator a written request for
review.  You may submit written comments,
documents, records and other information relating to your claim (regardless of
whether such information was submitted or considered in arriving at the initial
adverse determination).  Upon request,
you will be provided (free of charge) with reasonable access to, and copies of,
all documents, records and other information relevant
to your claim.  (An item is relevant only
if: (i) it was relied upon in making the initial claim determination, or
(ii) it was submitted, considered or generated in the course of actually
making the initial claim determination, or (iii) it demonstrates
compliance with the requirement that claim determinations be made in accordance
with the applicable Plan provisions consistently applied).


 


Your appeal will be given full and fair consideration,
taking into account all comments, documents, records and other information you
submitted.  Regardless of whether or not
the decision on appeal is in your favor, you will be given written or
electronic notice of the decision.  If
the decision is adverse to you (i.e., not what
you asked for), the notice will:  (i) state
the specific reason(s) for the adverse determination, (ii) reference
the 


 


1





















 


specific
plan provisions on which the determination is based, (iii) advise you of
your right to bring a civil action under Section 502(a) of ERISA, and
(iv) state that you are entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to your claim.


 


Notice of the decision on your appeal will normally be
provided to you within a reasonable time (but not more than 60 days) after your
appeal has been received.  However, in
special circumstances requiring an extension, the 60-day period may be extended
(for not more than an additional 60 days unless you agree), if the
Administrator gives you written notice, before the end of the initial 60-day
period, setting forth the reason(s) for the extension and the estimated
decision date.  If the extension notice
indicates that the extension is needed because you have not provided
information necessary to decide your appeal, and the notice asks for that
information, the time limit on the extension does not begin to run until you
have provided the requested information.


 


General


 


You are required to
complete both the initial claim procedure and the appeal procedure before you
may exercise any right to bring a civil action under Section 502(a) of
ERISA (i.e., to file suit in a federal or state
court).  At any point in the claims
procedure, you may designate someone to act as your duly authorized
representative.  However, you may be
required to provide the Administrator with a written power of attorney or other
evidence that the person is authorized to act for you.


 


The Company or the
Administrator will designate the person(s) who will review and decide your
initial claim and/or your appeal.  Those
persons may be employees of the Company, and the same person(s) may be
assigned to both the initial claim and the appeal.


 


2