Filed by Bowne Pure Compliance





Exhibit No. 10.2




As Amended December 8, 2008,

effective as of January 1, 2005




RETIREMENT BENEFIT EQUITY PLAN

OF

ARMSTRONG WORLD INDUSTRIES, INC.




This Retirement Benefit Equity Plan was originally established, pursuant to the authority of
the Board of Directors of Armstrong World Industries, Inc., effective January 1, 1976 to pay
supplemental retirement benefits to certain employees of the Company who have qualified or may
qualify for benefits under the Retirement Income Plan for Employees of Armstrong World Industries,
Inc. The Retirement Benefit Equity Plan was previously amended and restated as of March 1, 2004.



The Retirement Benefit Equity Plan is hereby amended and restated as of January 1, 2005 to
comply with the requirements of Section 409A of the Internal Revenue Code of 1986 as amended and
the guidance (including transitional guidance) thereunder.



All benefits payable under this Plan shall be paid out of the general assets of the Company,
or from a trust, if any, established by the Company for the purpose of paying benefits under the
Plan, the assets of which shall remain subject to the claims of judgment creditors of the Company
in accordance with the provisions of any such trust.



Article 1. Definitions





	 	1.01.	 	“Actuarial Equivalent Present Value” shall refer to the present value of a
Member’s supplemental benefits. With respect to any Member who is eligible to retire
or has retired under the Retirement Income Plan, such present value shall be determined
using the actuarial assumptions and factors reasonably utilized under the Retirement
Income Plan as of the date of determination applied to a single life annuity payable
immediately. With respect to any Member who is not eligible to retire or has not
retired under the Retirement Income Plan, such present value shall be determined using
the actuarial assumptions and factors reasonably utilized under the Retirement Income
Plan as of the date of determination applied to an age 65 single life annuity. The
determination of Actuarial Equivalent Present Value shall reflect future assumed
increases in the limitations under Section 415 of the Internal Revenue Code, with such
future assumed increases being based on the interest rate that is used by the Committee
to determine the amount of any employment taxes that may be owed under Section 3121(v)
of the Internal Revenue Code.
	 
	 	1.02.	 	“Board of Directors” shall mean the Board of Directors of the Company.




 


 









 











	 	1.03.	 	“Change in Control” shall mean the first to occur of any of the following
events: (i) a Change in Ownership of the Company, (ii) a Change in Effective Control
of the Company or (iii) a Change in the Ownership of a Substantial Portion of the
Assets of the Company.






	 	(a)	 	A “Change in Ownership” of the Company occurs on the date that
any one person, or more than one person acting as a group acquires ownership of
stock of the Company that, together with stock held by such person or group,
constitutes more than 50 percent of the total fair market value or total voting
power of the stock of the Company.






	 	(b)	 	A “Change in Effective Control” of the Company occurs on the
date that either:






	 	(i)	 	Any one person, or more than one person acting as a
group, acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or persons) ownership
of stock of the Company possessing 30 percent or more of the total voting
power of the stock of the Company; or






	 	(ii)	 	a majority of members of the Company’s board of
directors is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of
the Company’s board of directors prior to the date of the appointment or
election.






	 	(c)	 	A “Change in the Ownership of a Substantial Portion of the
Assets of the Company” occurs on the date that any one person, or more than one
person acting as a group, acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons)
assets from the Company that have a total gross fair market value equal to or
more than 40 percent of the total gross fair market value of all of the assets
of the Company immediately prior to such acquisition or acquisitions. For this
purpose, gross fair market value means the value of the assets being disposed
of, determined without regard to any liabilities associated with such assets.
There is no Change in Control event under this Section 1.03(c) when there is a
transfer to an entity that is controlled by the shareholders of the
transferring corporation immediately after the transfer.






The determination of whether a Change in Control event has occurred will be made in
accordance with the requirements of Code Section 409A and the guidance issued
thereunder. The foregoing definition of Change in Control shall exclude the
occurrence of the date(s) on which (i) the Chapter 11 Plan of Reorganization of the
Company shall become effective and (ii) the creation by the Company of the Asbestos
Personal Injury Trust.




	 	1.04.	 	“Committee” shall mean the Retirement Committee as provided for in Article 4.






	 	1.05.	 	“Company” shall mean Armstrong World Industries, Inc. or any successor by
merger, purchase or otherwise, with respect to its employees. The term Company
shall also mean any other company participating in the Retirement Income Plan with
respect to its employees if such Company adopts this Plan.




 


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	 	1.06.	 	“Compensation” shall mean a Member’s “compensation” as determined under the
Retirement Income Plan without regard to limitations under Section 401(a)(17) of the
Internal Revenue Code, plus amounts deferred by the Member under the Armstrong Deferred
Compensation Plan, if any, and amounts contributed by the Company to the Bonus
Replacement Retirement Plan of Armstrong World Industries, Inc. (the “Bonus Replacement
Retirement Plan”) on behalf of the Member in the year in which such contribution is
made.






	 	1.07.	 	“Effective Date” shall mean January 1, 1976.






	 	1.08.	 	“Member” shall mean any person included in the membership of the Plan as
provided in Article 2.






	 	1.09.	 	“Plan” shall mean the Retirement Benefit Equity Plan of Armstrong World
Industries, Inc. as described herein or as hereafter amended.






	 	1.10.	 	“Specified Employee” shall mean, as determined pursuant to Section 409A of the
Internal Revenue Code and regulations thereunder, a key employee (as defined in
Section 416(i) of the Code without regard to paragraph 5 thereof) of the Company if any
stock of the Company is publicly traded on an established securities market or
otherwise.






	 	1.11.	 	“Retirement Income Plan” shall mean the Retirement Income Plan for Employees
of Armstrong World Industries, Inc. as amended and restated as of January 1, 2007 as
may be amended from time to time.





Article 2. Membership





	 	2.01.	 	Every person who was a member of the Plan as in effect on December 31, 1999
shall remain a Member of the Plan on or after January 1, 2000.






	 	2.02.	 	Every other employee of the Company shall become a Member of the Plan on the
first day of the calendar year in which the Committee determines that:






	 	(a)	 	the employee’s benefit calculated under the Retirement Income
Plan exceeds the allowed benefit under Section 415 of the Internal Revenue
Code,






	 	(b)	 	the employee’s compensation exceeds the maximum allowed under
Section 401(a)(17) of the Internal Revenue Code,






	 	(c)	 	the employee has compensation deferred under the terms of the
Armstrong Deferred Compensation Plan,




 


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	 	(d)	 	the employee is a key executive designated by the Board of
Directors, or its delegate, to receive credit for employment prior to his
Company employment for purposes of calculating his Retirement Income Plan benefit, as
provided under Section 3.01(a)(iii) of this Plan, or






	 	(e)	 	the employee has a contribution made on his behalf to the Bonus
Replacement Retirement Plan.






Effective January 1, 2008, every other employee of the Company shall become a Member
of the Plan on the first day of the calendar year following the calendar year in
which the Committee makes the determination described above.




	 	2.03.	 	Membership under the Plan shall terminate if a Member’s employment with the
Company terminates unless at that time the Member is entitled to retirement income
payments pursuant to the Retirement Income Plan or benefits described in Section 3.04.





Article 3. Amount and Payment of Supplemental Benefits





	 	3.01.	 	The supplemental benefits under this Plan shall be payable by the Company only
with respect to a Member who has retired or otherwise terminated his employment with
the Company after becoming vested under the Retirement Income Plan. Any such
supplemental benefits shall be payable from the general assets of the Company or from a
trust, if any, established by the Company for the purpose of paying benefits under the
Plan, the assets of which shall remain subject to the claims of judgment creditors of
the Company in accordance with the provisions of any such trust.






The amount of any supplemental benefits payable to a Member pursuant to this Plan,
expressed as a single life annuity payable as of the Member’s “normal retirement
date” (as that term is defined in the Retirement Income Plan) or in the event the
Member defers his retirement beyond his normal retirement date, his “deferred
retirement date” (as that term is defined in the Retirement Income Plan), shall be
equal to (a) minus (b) minus (c) minus (d), where:




	 	(a)	 	is the benefit calculated under the provisions of the
Retirement Income Plan, but:






	 	(i)	 	disregarding any reduction in the amount of
benefits under the Retirement Income Plan attributable to any provision
therein incorporating limitations imposed by Section 415 of the Internal
Revenue Code or Section 401(a)(17) of the Internal Revenue Code;






	 	(ii)	 	disregarding any reduction due to compensation
deferred under the Armstrong Deferred Compensation Plan;






	 	(iii)	 	including, for purposes of calculating Total
Service under the Retirement Income Plan, years of employment for a
Member described in Section 2.02(d) which precede his Company employment
to the extent so designated by the Board of Directors, or its delegate,
at the time such individual is designated as eligible for membership in the
Plan; and




 


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	 	(iv)	 	including, for purposes of determining
compensation, any amounts contributed on the Member’s behalf to the Bonus
Replacement Retirement Plan; and






	 	(v)	 	excluding any amount attributable to (1) an
Extraordinary Event (as defined in the Retirement Income Plan) and (2)
all retirement enhancements related to past and future service that may
become payable due to a job loss following a Change in Control (as
defined in the Retirement Income Plan) under the Retirement Income Plan.






	 	(b)	 	is the actual amount of benefits payable to or on account of
the Member as calculated under the Retirement Income Plan, excluding any
amounts attributable to (1) an Extraordinary Event (as defined in the
Retirement Income Plan) and (2) all retirement enhancements related to past and
future service that may become payable due to a job loss following a Change in
Control (as defined in the Retirement Income Plan) under the Retirement Income
Plan;






	 	(c)	 	is the value of the benefit (excluding the portion of such
benefit attributable to employee contributions) which is payable, which has
been paid or which will become payable to a Member described in Section 2.02(d)
from a qualified defined benefit plan to the extent such plan takes into
account the period of employment described in Section 3.01(a)(iii). In the
event the Member has received, is receiving, or is scheduled to receive
benefits from another such plan in any form other than a single life annuity or
at a time other than when benefits commence under this Plan, the benefit to be
taken into account under this subsection (c) shall be determined by the Company
based on actuarial assumptions and factors reasonably utilized under the
Retirement Income Plan as of the date of determination; and






	 	(d)	 	is the actuarial equivalent value of any supplemental benefits
previously paid to the Member under this Plan, provided that the actuarial
equivalent value of any supplemental benefits paid as a single sum shall be
determined using the actuarial assumptions and factors reasonably utilized
under the Retirement Income Plan as of the date of determination.






Notwithstanding the preceding provisions of this Section 3.01, in the event a
retired or terminated Member’s benefit calculated under the Retirement Income Plan
is increased for any reason after the Member’s supplemental benefit payments have
commenced in an annuity form, the amount of any supplemental benefits payable to or
on account of such Member under this Plan shall be reduced correspondingly on a
prospective basis, and in the event such increase is made retroactively resulting in
the overpayments of any or all of the Member’s supplemental benefits, future benefit
payments under this Plan shall be reduced to reflect such prior overpayments in any manner determined by the Committee, in its
discretion, and applied on a consistent basis to all similarly situated Members,
until an amount equal to the total overpayments in the Member’s supplemental benefit
payments are recovered.


 


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	 	3.02.	 	Subject to the following rules, an employee of the Company who becomes a
Member under this Plan in accordance with Section 2.02 shall elect in writing the form
and timing of payment of the supplemental benefits payable on behalf of such Member
under this Plan within the thirty (30) day period following the Committee’s
determination that such employee has become a Member.






	 	(a)	 	The Member may elect to have his supplemental benefits paid in
the form of any annuity that is offered under the Retirement Income Plan (other
than a level income life annuity or a level income joint and survivor annuity).
Effective January 1, 2005, a Member may initially elect to have his benefit
paid in the form of a “life annuity” and then, immediately prior to
commencement of payment, elect the specific form of actuarially equivalent life
annuity among those offered under the Retirement Income Plan.






	 	(b)	 	In no event shall the Member elect to have his supplemental
benefits commence or be paid earlier than the later of: (i) the Member’s
attainment of age 55, or (ii) the date the Member first becomes eligible to
receive his benefits under the Retirement Income Plan and in no event shall the
Member elect to have his supplemental benefits commence or be paid later than
the Member’s attainment of age 65 or, if later, his actual retirement from the
Company.






In no event shall the Member elect to have his supplemental benefits commence
to be paid later than April 1 of the calendar year following the later of (x)
the calendar year in which the Member attains age 70 1/2, or (y) the calendar
year in which the Member terminates employment.




	 	(c)	 	In the event the Member fails to affirmatively elect the form
and timing of payment of his supplemental benefits hereunder, the Member shall
be deemed to have elected to have his supplemental benefits paid in the form
and at the time that his benefits are paid under the Retirement Income Plan.
Effective January 1, 2009, in the event the Member fails to affirmatively elect
the form and timing of payment of his supplemental benefits hereunder, the
Member shall be deemed to have elected to have his supplemental benefits paid
in the form of a life annuity and at the later of the Member’s attainment of
age 55 or termination of employment.






	 	(d)	 	Notwithstanding any other provision of the Plan to the
contrary, in the event the Member elects to receive a period certain annuity or
joint and survivor annuity and either the beneficiary designated by the Member
dies prior to the date the Member commences receiving his supplemental benefits
or the Member designates his spouse as his beneficiary and the Member is not
legally married to such spouse immediately preceding the date the Member
commences receiving his supplemental benefits, the Member’s election to receive
such period certain annuity or joint and survivor annuity shall automatically
be converted to an election to receive a single life annuity.




 


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	 	3.03.	 	Notwithstanding the provisions of Section 3.02, a Member who has not commenced
receiving payment of his supplemental benefits may request in writing to the Committee
to amend the commencement date of his supplemental benefits elected by the Member under
Section 3.02, in accordance with the following rules:






	 	(a)	 	A Member who has not commenced receiving payment of his
supplemental benefits may request to amend the timing and/or form of payment of
the supplemental benefits (subject to the limitations of Section 3.02(a))
provided: (i) the commencement date in the absence of such distribution
election amendment is not within twelve (12) months of the date of the
amendment; (ii) his amended commencement date is at least twelve (12) months
(five (5) years for election amendments made on or after January 1, 2009) after
the date of the distribution election amendment; (iii) for election amendments
made on or after January 1, 2009, such election amendment will not take effect
until twelve (12) months after the date it is received by the Committee; and
(iv) his amended commencement date is otherwise in conformance with the
provisions of Section 3.02(b). Notwithstanding the foregoing: (i) during
calendar year 2007, a Member who has not yet commenced receiving payment of his
supplemental benefits may request in writing to the Committee to amend the
timing and/or form of payment (subject to the limitations of Section 3.02(a))
provided the amendment shall only apply to amounts that would not otherwise be
payable in 2007 and shall not cause an amount to be paid in 2007 that would not
otherwise be payable in 2007; and (ii) during calendar year 2008, a Member who
has not yet commenced receiving payment of his supplemental benefits may
request in writing to the Committee to amend the timing and/or form of payment
(subject to the limitations of Section 3.02(a)) provided the amendment shall
only apply to amounts that would not otherwise be payable in 2008 and shall not
cause an amount to be paid in 2008 that would not otherwise be payable in 2008.






	 	3.04.	 	Notwithstanding the provisions of Section 3.01 and Section 3.02, supplemental
benefits shall be payable under this Plan to or on account of a Member described in
Section 2.02(d) who: (i) is involuntarily terminated after completing one year of
service but prior to becoming vested in the Retirement Income Plan, and (ii) receives
severance pay benefits under the Severance Pay Plan for Salaried Employees of Armstrong
World Industries, Inc. or any individual severance agreement. The Member’s
supplemental benefits will be calculated using the guaranteed pension schedule for
Salaried Employees of Armstrong World Industries, Inc. under the Retirement Income Plan
multiplied by the total years of service credited for employment prior to his Company
employment, as determined in Section 2.02(d) and his years of Company employment and shall be
payable in the form of a single life annuity commencing as of the later of the
Member’s attainment of age 62 or the Member’s termination date.




 


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	 	3.05.	 	Effective for periods prior to January 1, 2005, if a Member is restored to
employment with the Company after having retired, any monthly payments under the Plan
shall be discontinued and, upon subsequent retirement or termination of employment with
the Company, the Member’s benefits under the Plan shall be recomputed in accordance
with Section 3.01 and shall again become payable to such Member in accordance with the
provisions of the Plan, including his election under Section 3.02.






	 	3.06.	 	In the event the dollar amount of the maximum benefit under the Retirement
Income Plan pursuant to Section 415 of the Internal Revenue Code increases because of
adjustments in the cost of living, the supplemental benefits of any Member payable
under the Plan, whether or not in pay status, shall be recalculated to take into
account the higher maximum benefit payable from the Retirement Income Plan. If
payments have already commenced under the Retirement Income Plan and this Plan, benefit
amounts under both plans shall be adjusted to reflect the higher maximum benefit, by
increasing the amount paid under the Retirement Income Plan and decreasing the amount
paid under this Plan, as soon as administratively possible after such a change.
Notwithstanding the above, if the Retirement Income Plan is terminated, no adjustments
shall be made to benefits payable under this Plan with respect to changes in the
maximum benefit after the date of such termination.






	 	3.07	 	In the event a Member dies after becoming vested under the Retirement Income
Plan but prior to the date his supplemental benefits under this Plan are scheduled to
commence or be paid, a spouse’s benefit shall be payable to the Member’s surviving
spouse. The spouse’s benefit shall be paid to the Member’s surviving spouse in a life
annuity, beginning as of the first day of the month immediately following the date of
the Member’s death or, if later, the date the Member would have attained age 55 if he
had lived, under which each payment shall equal one-half (1/2) of the amount that would
have been payable to the Member under Section 3.01 if the Member had elected a single
life annuity under Section 3.02 with payments commencing as of the same date as the
spouse’s benefit.






	 	3.08.	 	Effective as of March 1, 2004, all rights and / or obligations of the Company
to honor single-sum withdrawal requests shall be terminated.





 


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	 	3.09.	 	Effective January 1, 2005, notwithstanding any provision of this Plan to the
contrary, if the Member is considered a Specified Employee at termination of employment
under such procedures as established by the Company in accordance with Section 409A of
the Internal Revenue Code, benefit distributions that are made by reason of termination
of employment may not commence earlier than six (6) months after the date of such
termination of employment. Therefore, in the event this Section 3.09 is applicable to
a Member, any distribution that would otherwise be paid to the Member within the first six months following the
termination of employment shall be accumulated and paid to the Participant in a lump
sum (payable with interest determined based upon the short-term applicable federal
rate (AFR) for purposes of Section 1274(d) of the Internal Revenue Code for the
November preceding the calendar year of the termination of employment) on the first
day of the seventh month following the termination of employment. All subsequent
distributions shall be paid in the manner specified.













	 	3.10.	 	Notwithstanding any other provision of the Plan to the contrary, a Member may
request at any time to receive a lump sum distribution of a portion of his supplemental
benefit due to an “Unforeseeable Emergency” as follows:






	 	(a)	 	“Unforeseeable Emergency” shall mean any severe financial
hardship to the Member resulting from an illness or accident of the Member or
his spouse or dependent (as defined in Section 152 of the Internal Revenue
Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) thereof), loss
of the Member’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Member.






	 	(b)	 	Any distribution pursuant to this provision is limited to the
amount necessary to meet the emergency, and any amounts necessary to pay any
federal, state, local or foreign income taxes or penalties reasonably
anticipated to result from such distribution.






	 	(c)	 	The circumstances that will constitute an Unforeseeable
Emergency will depend upon the facts of each case, but, in any case, payment
may not be made to the extent that such hardship is or may be relieved (i)
through reimbursement or compensation by insurance or otherwise or (ii) by
liquidation of the Participant’s assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship.






	 	(d)	 	If the Committee determines that a Participant has demonstrated
an Unforeseeable Emergency, the determination to make a distribution pursuant
to this Section 3.10 remains in the sole discretion of the Committee.






	 	(e)	 	Any distribution due to an Unforeseeable Emergency shall be
made by determining the Actuarial Equivalent Present Value of the Member’s
supplemental benefits and a lump sum distribution shall not be in excess of
such Actuarial Equivalent Present Value. In the event the distribution is less
than the Actuarial Equivalent Present Value, the Actuarial Equivalent Present
value of the Member’s supplemental benefits shall then be reduced in accordance
with Section 3.01(d).




 


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Article 4. Administration





	 	4.01.	 	The administration of the Plan and the responsibility for carrying out its
provisions are vested in a Retirement Committee which shall be composed of the
members of the Retirement Committee provided for under Article IX of the Retirement
Income Plan. The provisions of Article IX of the Retirement Income Plan concerning
powers of the Committee shall apply under this Plan. The Retirement Committee shall
have the full and exclusive discretion and authority to interpret the Plan and to
determine all benefits and to resolve all questions arising from the administration,
interpretation, and application of Plan provisions, either by general rules or by
particular decisions, including determinations as to whether a claimant is eligible
for benefits, the amount, form and timing of benefits, and any other matter
(including any question of fact) raised by a claimant or identified by the
Retirement Committee. All decisions of the Committee shall be conclusive and
binding upon all affected persons. The expenses of the Committee shall be paid
directly by the Company.





Article 5. General Provisions





	 	5.01.	 	The establishment of the Plan shall not be construed as conferring any legal
rights upon any person for a continuation of employment, nor shall it interfere with
the rights of the Company to discharge any employee and to treat him without regard to
the effect which such treatment might have upon him as a Member of the Plan. No legal
or beneficial interest in any of the Company’s assets is intended to be conferred by
the terms of the Plan.






	 	5.02.	 	In the event that the Committee shall find that a Member or other person
entitled to benefits hereunder is unable to care for his affairs because of illness or
accident, the Committee may direct that any benefit payment due him, unless claim shall
have been made therefor by a duly appointed legal representative, be paid to his
spouse, a child, a parent or other blood relative, or to a person with whom he resides,
and any such payment so made shall be a complete discharge of the liabilities of the
Company and the Plan therefor.






	 	5.03.	 	The Company shall have the right to deduct from each payment to be made under
the Plan any required withholding taxes.






	 	5.04.	 	Subject to any applicable law, no benefit under the Plan shall be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
or charge, any attempt so to do shall be void, nor shall any such benefit be in any
manner liable for or subject to garnishment, attachment, execution or levy, or liable
for or subject to the debts, contracts, liabilities, engagements or torts of the
Member. In the event that the Committee shall find that any Member or other person
entitled to benefits hereunder has become bankrupt or has made any such attempt with
respect to any such benefit, such benefit shall cease and terminate, and in that event
the Board shall hold or apply the same to or for the benefit of such Member or other
person entitled to benefits.




 


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	 	5.05.	 	(a)	 	In the event that a Member (i) is discharged for willful, deliberate, or
gross misconduct as determined by the Board of Directors or a duly constituted
committee thereof; or (ii) if following the Member’s termination
of employment with the Company and, within a period of three years thereafter,
the Member engages in any business or enters into any employment which the
Board of Directors or a duly constituted committee thereof determines to be
either directly or indirectly competitive with the business of the Company or
substantially injurious to the Company’s financial interest (the occurrence of
an event described in (i) or (ii) shall be referred to as “Injurious Conduct”),
all benefits which would otherwise be payable to him under the Plan shall be
forfeited. Further, the Board of Directors or a duly constituted committee
thereof, in its discretion, may require the Member who has engaged in Injurious
Conduct to return any amounts previously received by the Member, provided the
right to require repayment under this subsection (a) must be exercised within
ninety (90) days after the Board (or committee, as the case may be) first
learns of the Injurious Conduct, but in no event later than twenty-four (24)
months after the Member’s termination of employment with the Company. A Member
may request the Board of Directors or a duly constituted committee thereof, in
writing, to determine whether any proposed business or employment activity
would constitute Injurious Conduct. Such a request shall fully describe the
proposed activity and the Board’s (or the committee’s, as the case may be)
determination shall be limited to the specific activity so described.
	 
	 	 	 	(b)	 	Notwithstanding the foregoing, benefits shall not cease or be
forfeited or be required to be repaid merely because the Member (1) owns
publicly traded shares of stock of a corporation which competes with the
Company, or (2)(a) acts as a consultant for, (b) has an investment in, or (c)
is a Board member of a business where after the Member notifies the Company in
writing in advance of his potential involvement under (2)(a), (b) or (c), the
Company’s Board of Directors or a duly constituted committee thereof determines
that the Member will not be in violation of the Company’s Conflicts of Interest
policy, or (3) becomes associated with a business which competes with the
Company within two years following a “Change in Control” and is eligible for
benefits under any individual severance agreement.






	 	5.06.	 	The Plan shall be constructed, regulated and administered under the laws of
the Commonwealth of Pennsylvania.






	 	5.07.	 	The masculine pronoun shall mean the feminine wherever appropriate.





 


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	 	5.08.	 	The Board of Directors may, through written resolutions adopted by the Board
of Directors, amend or discontinue the Retirement Benefit Equity Plan at any time;
provided, however, that if the Plan is amended to discontinue or reduce the amount of
supplemental benefit payments (except as may be required pursuant to any plan arising
from insolvency or bankruptcy proceedings) (a) any Member who is being paid his
supplemental benefits immediately prior to the effective date of the amendment shall
continue to be paid his supplemental benefits in the amount and manner (as provided
under Article 3 hereof) as they were being paid at the time of such amendment, and (b) any Member who is not being paid his
supplemental benefits immediately prior to the effective date of the amendment shall
be entitled to receive (i) the supplemental benefits accrued by such Member as of
the effective date of the amendment, with such supplemental benefits being paid at
the time elected by the Member under Section 3.02, and (ii) any legal fees and
related expenses incurred by the Member in receiving such supplemental benefits (as
permitted under Section 5.09(e)) and interest under Section 5.09(f) (to the extent
applicable). Notwithstanding the preceding sentence, any written employment
agreement between the Executive Committee and any Member described in clause (b) of
the preceding sentence shall govern to the extent such agreement either amends or
discontinues the Member’s supplemental benefits under the Plan, and Section 5.05
shall govern to the extent any Member engages in Injurious Conduct as defined under
that section.








	 	5.09.	 (a)	 	 	Any person claiming a benefit, requesting an interpretation or ruling
under the Plan, or requesting information under the Plan shall present the request in
writing to the Committee which shall respond in writing as soon as practicable.






	 	(b)	 	If the claim or request is denied, the written notice of denial
shall state:






	 	(i)	 	The reasons for denial, with specific reference to
the Plan provisions on which the denial is based.






	 	(ii)	 	A description of any additional material or
information required and an explanation of why it is necessary.






	 	(iii)	 	An explanation of the Plan’s claim review
procedure.






	 	(c)	 	Any person whose claim or request is denied or who has not
received a response within thirty (30) days may request review by notice given
in writing to the Committee. The claim or request shall be reviewed by the
Committee who may, but shall not be required to, grant the claimant a hearing.
On review, the claimant may have representation, examine pertinent documents,
and submit issues and comments in writing.





 


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	 	(d)	 	The decision on review shall normally be made within sixty (60)
days. If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be one
hundred twenty (120) days. The decision shall be in writing and shall state
the reasons and the relevant Plan provisions. All decisions on review shall be
final and bind all parties concerned.






	 	(e)	 	In the event a Member’s claim for supplemental benefits under
this Plan is denied and the Member successfully appeals the denial of such
claim under the foregoing procedures, the Company shall pay or reimburse the
legal fees and expenses directly incurred by the Member in connection with his
appeal subject to a maximum payment or reimbursement of one-third of the
Actuarial Equivalent Present Value of the supplemental benefits to which the
Member is entitled. For purposes of the preceding sentence, actuarial
equivalence shall be determined using the actuarial assumptions and factors
reasonably utilized under the Retirement Income Plan as of the date of
determination. Any such legal fees and expenses shall be paid by the Company
to, or on behalf of, the Member no later than thirty (30) days following the
Member’s written request for the payment of such legal fees and expenses,
provided the Member supplies the Committee with evidence of the fees and
expenses incurred by the Member that the Committee, in its sole discretion,
determines is sufficient.







	 	(f)	 	Further, in the event a Member’s claim for supplemental
benefits under this Plan is denied and the Member successfully appeals the
denial of such claim under the foregoing procedures, the Company shall pay to
the Member interest on the portion of the Member’s supplemental benefits that
were not otherwise paid when due because of the initial denial of the claim.
For purposes of the preceding sentence, interest shall accrue at an annual rate
equal to the prime rate as quoted in the Wall Street Journal as of the date the
supplemental benefits would otherwise have been paid if the claim had not
initially been denied, plus five percent (5%), and shall be adjusted as
necessary to reflect any partial payment or payments of the amounts owed to the
Member.






 


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