EX-10.4






LORAL SAVINGS




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Informally Known as the Loral Savings SERP




and also as




the Loral DC SERP or Loral 401(k) SERP




Restated to reflect



amendments



made through December 17, 2008



1



TABLE OF CONTENTS




	 	 	 
	INTRODUCTION

Article 1 Definitions

Account

Accrual Service

Affiliate

Alternate Payee

Beneficiary

Board

Cause

Code

Committee

Company

Company Stock

Company Stock Fund

Compensation

Contributions

Effective Date

Employee

Employer

Employer Contribution

Employer Matching Contributions

	 	









































	Employer Matching Contribution Account

	ERISA

FICA

Investment Committee

Investment Fund

Investment Manager

Loral

Participant

Pension Plan

Plan

Plan Sponsor

Plan Year

Proper Application

QDRO

Qualified

Reg.

Required Payment Date

Retirement Contributions

Retirement Contribution Account

Savings Plan

Service

Separation from Service

Spouse

Trust

Trust Agreement

Trustee

Valuation Date

Vesting Service

Year of Service

Year of Vesting Service

	 	

























































	Article 2 Eligibility for Plan Participation and Benefit Accruals

	2.1

2.2

2.3

2.4

2.5

	 	General Rules of Eligibility for Plan Participation

General Rules of Eligibility to Accrue Plan Benefits

How Accrual Service is Credited

Eligibility to Accrue Employer Matching Contributions under this Plan

Eligibility to Accrue Retirement Contributions under this Plan






	 	 	 
	Article 3 Contributions, Benefit Formulas, and Accounts

	3.1

3.2

	 	Deemed Contributions and Notional Accounts

General Rules Concerning Contributions







	 	3.3	 	Discontinuance or Suspension of Employer Matching Contributions or Retirement
Contributions under the Savings Plan; Employer’s Withdrawal from Basic Plan






	 	3.4	 	Accounting for Earnings and Losses in the Notional Accounts, and Paying Benefits from
Notional Accounts





	 	 	 
	3.5

3.6

3.7

3.8

3.9

3.10

3.11

3.12

3.13

3.14

3.15

3.16

3.17

3.18

3.19

3.20

3.21

3.22

	 	Formula for Employer Matching Contributions

Formula for Retirement Contributions

Accounts Established under the Plan

Plan Investment Funds

Fees and Expenses

How to Select among the Investment Funds

Transfers among Investment Funds – Changing Investment Selections

Securities Law Restrictions on “Insider” Trading

Participant’s Statements

Discontinued Funds

Effect of Transfers Between Funds

Purchase of and Allocation of Company Stock

Voting of Company Stock

Employer’s Payments of Contributions with respect to Company Stock

Valuation of the Investment Funds

Effect of Valuations

No Liability for Fluctuations in Value

Corrective Adjustments to Accounts






	 	 	 
	Article 4 Vesting and Forfeitures

	4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

	 	Vesting Defined

Initial Vesting Requirements

Special Vesting Rules

Forfeiture after Plan Benefits have Commenced.

Cause.

Stock or Asset Sale Causing Plan Forfeiture

Additional Events of Forfeiture

Determinations by the Committee.

Conditions for Payment Eligibility.






	 	 	 
	Article 5 Plan Administration

	5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

5.9

5.10

	 	Committee’s Discretionary Power to Interpret and Administer the Plan

Rules and Powers of the Committee

Claims Procedure

QDRO Claim

Indemnification of Fiduciaries; No Personal Liability

Power to Execute Plan and Other Documents

Conclusiveness of Records

Power to Amend, Suspend, Terminate, or Withdraw from the Plan

Investment Committee

Investment Manager






	 	 	 
	Article 6 Payment of Benefits

	6.1

6.2

6.3

6.4

6.5

6.6

6.7

	 	General Rules for the Payment of Plan Benefits

Required Payment Date.

Payments to a Beneficiary.

FICA and Other Tax Withholding

Loans.

Withdrawals

No Automatic Rollovers.






	 	 	 
	Article 7 The Trust

	7.1

7.2

7.3

	 	Trustee

General Rules Regarding the Trust

Common Trust Funds






	 	 	 
	Article 8 General Provisions

	8.1

8.2

8.3

8.4

8.5

8.6

8.7

8.8

8.9

8.10

8.11

8.12

8.13

8.14

8.15

8.16

8.17

8.18

8.19

	 	Effective Date of Plan Provisions

No Alienation or Assignment

QDROs

Plan Not Employment Contract

Governing Law, Code §409A, and Construction of this Plan Document

Gender and Number

Headings of Sections and Articles

Illegality of Particular Provisions

Mistaken Payments

Receipt is Release for Payments and Claims

Missing Participant or Beneficiary

Right to Plan Benefits

Payment of Plan Expenses.

Exclusive Benefit and Return of Employer Contributions

Incompetency or Minority of Distributee

If Proper Payee Cannot Be Immediately Determined

Notice to the Committee

Conclusiveness of Records

Unfunded Plan






2




INTRODUCTION




Beginning July 1, 2006, newly hired employees and certain rehired employees of Loral Space &
Communications Inc. (“Loral”) and its affiliates became ineligible to participate in the
Retirement Plan of Space Systems/Loral, Inc., the qualified defined benefit plan sponsored by
Loral. Consequently, under the terms of the Space Systems/Loral, Inc. Supplemental Executive
Retirement Plan (the “Pension SERP”), they were also ineligible to participate in the Pension SERP.



This plan, the Loral Savings Supplemental Executive Retirement Plan (the “Plan”), was
established to partially substitute for the benefits provided under the Pension SERP, for those
“top hat” employees hired or rehired by Loral companies on or after July 1, 2006, who are
ineligible to be Pension SERP participants.



The Plan is designed to provide “excess benefits” – retirement benefits in excess of the
Internal Revenue Code limits imposed on qualified defined contributions plans, such as the Loral
Savings Plan. The Plan was established by Loral as an unfunded, nonqualified, deferred
compensation pension plan, designed as a “top-hat” plan for a select group of management or highly
compensated employees (as each of those terms is defined by the Department of Labor and the
Internal Revenue Service, effective July 1, 2006). It was also designed so that its accruals would
not be taxable to its participants and beneficiaries, until actually paid.



The Plan is designed as a defined contribution plan. Employer contributions are not
restricted to profits of the company. The Plan may be informally known as the Loral Savings SERP,
the Loral 401(k) SERP, and the Loral DC SERP.



The Plan provides for two types of contributions: Retirement Contributions and Employer
Matching Contributions. Only employer contributions are permitted; no voluntary salary deferrals
are allowed.



3




Restatements

The Plan has been restated to reflect amendments made through December 17, 2008. This restatement

was principally designed to reflect the provisions of Code §409A. This restatement is effective

December 17, 2008. The initial document was effective July 1, 2006.Article 1 Definitions




The following terms shall have the following meanings, unless a different meaning is clearly
required by the context.



As this Plan is an “excess benefit” designed in conjunction with the Savings Plan, many key
terms of this Plan are defined in the Savings Plan, as the Savings Plan was amended, effective July
1, 2006. Should the Savings Plan’s definitions of these terms be further amended, then the
identical amendments will apply to this Plan. The effective date of the defined terms’ Savings
Plan amendment will also be the effective date of their amendment, under this Plan.



“Account” means:




	 	(a)	 	the individual account or accounts established for a Participant, to track
actual or deemed Contributions made on his behalf, and any earnings or losses, under
Article 3.






	 	(b)	 	The specific Accounts provided under the Plan include the following, each of
which is separately defined:






Employer Matching Contribution Account


Retirement Contribution Account




	 	(c)	 	Each Account will include sub-accounts, as appropriate, with respect to the
various Investment Funds into which each such Account is invested.






	 	(d)	 	Accounts will record both deemed and actually paid Contributions, and will
track the earnings and losses of both.





“Accrual Service” is “Service” measured to determine the rate of an eligible Participant’s
Retirement Contribution and the amount of his Employer Matching Contribution. Rules for
calculating Accrual Service under this Plan are set out in Section 2.3.



“Affiliate”  is defined in the Savings Plan.



“Alternate Payee”  means any spouse, former spouse, child, or other dependent of a
Participant who is recognized by a Qualified Domestic Relations Order, a QDRO, as having a right to
receive all, or a portion of, the benefits payable under the Plan with respect to such a
Participant.



“Beneficiary”  means the person, trust, estate, or other entity entitled under the
Plan to receive vested Plan benefits (if any) after the Participant’s death.




	 	(a)	 	Participants may not generally designate Beneficiaries under this Plan.
Instead, a Participant’s normal Beneficiary will be his Spouse if he is married as of
his date of death.






	 	(b)	 	If the Participant is not married at his date of death, then his Beneficiary
will be the beneficiary or beneficiaries designated under the Savings Plan.






	 	(c)	 	If no Beneficiary can be determined under the preceding provisions of this
definition, then a Participant’s Beneficiary will be determined under the appropriate
procedures set out in the Savings Plan, for determining a beneficiary, in the absence
of proper Savings Plan designation.





“Board” means the Board of Directors of Loral, or any subsequent sponsor of the Plan, or
the Board’s Executive Committee or Compensation Committee.



“Cause” is defined in Section 4.5.



“Code” means the Internal Revenue Code of 1986, as amended from time to time, and all
applicable regulations, administrative guidance, and judicial rulings.



“Committee” means the administrative body appointed to administer the Plan under Article 5.
The Committee is the plan administrator.



“Company”  means Loral, or its successor as Plan sponsor. The Company shall act by
resolution of its Board or Executive Committee.



“Company Stock” means the common stock of an Employer or Affiliate.



“Company Stock Fund”  means an Investment Fund whose principal asset is Company
Stock. The Committee will have the discretionary authority to establish a Company Stock Fund with
respect to the Plan, or to discontinue such a Fund, without formal Plan amendment.



“Compensation”  is defined by this Plan as it is under the Savings Plan, and
essentially includes only an Employee’s base salary, except that:




	 	(a)	 	under this Plan, the dollar limitations set by Code § 401(a)(17) do not apply
to the term Compensation.





“Contributions” means the contributions that are permitted to be made under this Plan.




	 	(a)	 	This Plan provides two different types of Contributions. These two types are
distinguished as Employer Matching Contributions, and Retirement Contributions.






	 	(b)	 	Both types of Contributions proved under this Plan may be collectively referred
to under this Plan as “Employer Contributions.”






	 	(c)	 	No voluntary Employee contributions or salary deferrals are permitted by the
Plan.






	 	(d)	 	Contributions are further defined in Article 3.





“Effective Date” means the date as of which the provisions of this Plan become effective.
For the purpose of the current Restatement, the Effective Date is December 17, 2008. A later
Effective Date may apply to certain Employers, and their Employees, who were not participating
Employers as of the general Effective Date set out in this definition. For these Employers, the
“Effective Date” will mean the date as of which their adoption of the Plan and its Trust is
effective (if a Trust is established).



“Employee” is defined by the Savings Plan.



“Employer” means:




	 	(a)	 	the Company and any other Affiliate, any division of any Affiliate, or any
other affiliated entity that has adopted the Plan (or on whose behalf the Plan has been
adopted), with the consent of the Company. Further, with respect to any Employee, the
term “Employer” means its common-law employer. However, an Employer may never be a
foreign entity.






	 	(b)	 	Each Employer shall act by resolution of its Board of Directors. If the
Employer is a limited liability company, it shall act by resolution of its Board of
Managers; if the Employer is any other entity that is not a corporation, then it shall
act by resolution of the Board of Directors of either its parent corporation, managing
general partner, or general partner; if such a partner is not a corporation, then by
the Board of Directors of the managing general partner (or general partner) of the
managing general partner (or general partner), etc.






	 	(c)	 	If the context of the Plan provision requires, the term “Employer” shall also
include Loral.





“Employer Contribution” is a general term which includes both Retirement Contributions and
Employer Matching Contributions, as each of those terms is defined under this Article 1.



“Employer Matching Contributions” are pre-tax Employer Contributions made to certain
eligible Participants, under Article 3. Retirement Contributions shall not be considered to be
Employer Matching Contributions.



“Employer Matching Contribution Account” means an account of a Participant established
under the Plan, to which deemed and actual Employer Matching Contributions and their earnings, or
losses, are credited.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and all applicable regulations, administrative guidance, and judicial rulings.



“FICA” refers to the Federal Insurance Contributions Act employment tax imposed on
employees.



“Investment Committee” means the group of one or more persons created, at the discretion
of the Board, having investment authority over Trust and/or Plan assets, as described in Section
5.9.



“Investment Fund” means one of the several investment options offered for Participants’
Accounts, as described in Article 3.



“Investment Manager” means any person or company appointed under Section 5.10.



“Loral” means Loral Space & Communications Inc., or any successor Plan sponsor. Loral
shall act by resolution of the Board.



“Participant” means an Employee who is eligible to participate in this Plan, and to accrue
Plan benefits, because he has met the requirements of Article 2. As context demands, the term
“Participant” shall also include a former Participant.



“Pension Plan” means the qualified defined benefit plan sponsored by Loral or another
Employer. As of this Plan’s establishment, the Pension Plan is the Retirement Plan of Space
Systems/Loral, Inc. The term “Pension Plan” is intended to mean the Retirement Plan of Space
Systems/Loral, Inc. and any successor plan.



“Plan” means this Loral Savings Supplemental Executive Retirement Plan, as amended, and as
from time to time in effect.



“Plan Sponsor” means Loral.



“Plan Year” means the Plan Year of the Savings Plan.



“Proper Application” means, for all Plan purposes, making any election, granting any
consent, giving any notice or information, and making any communication whatsoever to the Committee
or its delegates, in compliance with all Plan procedures, on forms or websites provided or approved
by the Committee, and providing all information required by the Committee. A Proper Application
will be deemed to have been made only if it is properly completed, as determined by the Committee.



“QDRO” means ”Qualified Domestic Relations Order.”



“Qualified Domestic Relations Order” means a court order as defined in Code Section 414(p)
and ERISA Section 206(d)(3), and shall be subject to all administrative rules established under the
Savings Plan. The Committee shall have full discretionary authority to determine whether any court
order is a QDRO.



“Reg.” means Treasury Regulation Section.



“Required Payment Date” means the mandatory date on which Plan benefits are paid. The
rules regarding the “Required Payment Date” are set out in Section 6.2 and 6.3(b).



“Retirement Contributions” are pre-tax Employer contributions made to certain eligible
Participants, under Article 3. “Employer Matching Contributions” are not considered to be
“Retirement Contributions.”



“Retirement Contribution Account” means an account of a Participant established under the
Plan, to which deemed and actual Retirement Contributions and their earnings, or losses, are
credited.



“Savings Plan” is




	 	(a)	 	the qualified defined contribution plan sponsored by Loral or another
affiliated Employer, in which a Participant participates. As of this Plan’s
establishment, the Savings Plan is the Loral Savings Plan, as amended. The term
“Savings Plan” is intended to mean the Loral Savings Plan, and any successor plan.






	 	(b)	 	Should any definition in this Plan be determined by a defined term in the
“Savings Plan,” or any provision of this Plan be determined by a corresponding
provision in the Savings Plan, then, should this underlying Savings Plan definition or
provision be amended, then the identical amendment will apply to this Plan. The
effective date of the Savings Plan amendment will also be the effective date of the
amendment, under this Plan.





“Service” is defined under the Savings Plan. However, if the Plan explicitly states that
“Service” shall be defined under the Pension Plan, for certain purposes, then it shall be so.



“Separation from Service” :




	 	(a)	 	The term “Separation from Service” shall have the meaning set by Reg.
§1.409A-1(h).






	 	(b)	 	Specifically, a Separation from Service shall be considered to occur on the
date as of which the Employer and Participant reasonably anticipate that either (1) no
further services will be performed, or (2) that the Participant will continue to
perform services for the Employer, as either a regular employee or as an independent
contractor, but that the Participant’s work schedule or bona fide level of services
will permanently be less than 50% of the average schedule or level that the Participant
had performed, over the previous three anniversary years.






	 	(1)	 	Further, a Separation from Service shall occur only if the
Participant does not exceed the less-than-50% schedule that is detailed in the
preceding sentence.






	 	(c)	 	If a Participant initially undergoes a termination of employment that does not
meet the criteria of a Separation from Service, then no Separation from Service will be
recognized under this Plan, until the Participant has incurred a Separation from
Service that meets all the criteria of a “separation from service” as defined in Reg.
§1.409A-1(h).






	 	(1)	 	In this event, the Plan will deem that the Participant had
undergone his initial termination of employment on the date of his ultimate
Separation from Service.






	 	(2)	 	Further, in this event, the circumstances of the initial
termination of employment will determine the benefit paid under this Plan,
rather than the circumstances of the ultimate “Separation from Service,” should
this consideration affect Plan benefits or procedures.






	 	(d)	 	This definition may be changed only under the rules set out in Reg.
§1.409A-1(h)(1)(ii).





“Spouse” is defined as it is under the Savings Plan.



“Trust” has the same meaning as “Trust Agreement.”



“Trust Agreement” is the trust document that may be established by the Company, within its
discretion.




	 	(a)	 	If established, the Trust will be executed by the Company and the Trustee,
describing the rights and liabilities of each, with respect to holding Contributions
made to this Plan, and their earnings, should any such assets be held in the Trust. If
established, the Trust will reflect the Company’s intention that the Plan shall be an
unfunded plan, as detailed in Section 8.19.






	 	(b)	 	If established, the Trust document shall be considered a part of this Plan.






	 	(c)	 	The Company intends that no Trust need be established.





“Trustee” is the trustee or trustees that may, from time to time, hold office under the
Trust Agreement (if a Trust is established). As context requires, the term “Trustee” may refer to
either the Plan record-keeper, or to the fiduciary with responsibility for investing and holding
the Plan’s assets. As clarity requires, this document shall specify whether the record-keeper or
such a fiduciary shall substitute for the term “Trustee,” as the term “Trustee” appears within this
document.



“Valuation Date” means each business day on which the Trustee or Plan record-keeper values
Accounts under the Plan. As of the Effective Date, every business day is a Valuation Date. The
frequency and occurrence of the “Valuation Dates” are subject to change, as determined by the
Committee or the Trustee, without formal Plan amendment.



“Vesting Service” is Service measured to determine whether a Retirement Contribution or
Employer Matching Contribution has become nonforfeitable. It is measured identically to Service.



“Year of Service” is defined under the Savings Plan. However, if the Plan explicitly
states that “Service” shall be defined under the Pension Plan, for certain purposes, then it shall
be so.



“Year of Vesting Service” is defined under the Savings Plan. However, if the Plan
explicitly states that “Service” shall be defined under the Pension Plan, for certain purposes,
then it shall be so.



	 	 	 
	Article 2Eligibility for Plan Participation and Benefit Accruals
	2.1

	 	General Rules of Eligibility for Plan Participation
	
 
	 	 







	 	(a)	 	An individual’s initial eligibility to be a Participant under this Plan is
conditioned on his:






	 	(1)	 	status as an “Employee” as that terms is defined in the Savings
Plan,






	 	(2)	 	inability to participate in the Pension Plan because of his
hire or rehire date by an Employer, and






	 	(3)	 	level of Compensation.






	 	(b)	 	Specifically, if an individual is not an active Employee, then he cannot
satisfy the initial conditions for eligibility under this Plan.






	 	(1)	 	An employee of an Affiliate that is not an Employer cannot be a
Participant, nor can Service performed for such an Affiliate be considered
Accrual Service.






	 	(c)	 	Further, an Employee will only be eligible to be a Participant if he was:






	 	(1)	 	first hired by an Employer or Affiliate on or after July 1,
2006, or was






	 	(2)	 	rehired by an Employer or Affiliate on or after July 1, 2006,
but lacked 5 full Years of Vesting Service at his initial separation from
Service, and had incurred at least one but fewer than five continuous Breaks in
Service (as “Years of Vesting Service” and “Breaks in Service” is each defined
in the Pension Plan),






	 	(i)	 	so that this separation from Service caused him
to lose all Service and benefit accruals with which he had been
credited under the Pension Plan, prior to his first Break in Service
(as “Service” and “Break in Service” are defined in the Pension Plan).






	 	(d)	 	No Employee will be eligible to be a Participant in this Plan, or to accrue
Plan benefits with respect to any period of Service during which he is an active
participant in the Pension Plan.






	 	(1)	 	Employer Contributions made under this Plan with respect to any
Service credited as “Accrual Service” under the Pension Plan will be forfeited
under this Plan.






	 	(e)	 	Participation in this Plan can occur only during those periods during which the
Plan is in effect. This Plan is effective only as of its Effective Date.






	 	(f)	 	To be a Participant, an individual must meet all the preceding requirements of
this Section. Additional requirements for eligibility for Plan Contributions are set
out in Sections 2.2, 2.3, 2.4 and 2.5.






	2.2	 	General Rules of Eligibility to Accrue Plan Benefits






	 	(a)	 	Plan Participants who meet the conditions for Plan participation set out in
Section 2.1 are still ineligible to accrue Plan benefits, unless they satisfy the
conditions of this Section 2.2.






	 	(b)	 	A Participant will accrue a Plan benefit with respect to any calendar year,
only if:






	 	(1)	 	his benefit accrued under the Savings Plan for that calendar
year was limited because his base salary from his Employer exceeded the limit
of credited compensation set by Code § 401(a)(17) for that calendar year; and






	 	(2)	 	he has made the maximum dollar amount of voluntary
contributions under the Savings Plan for that calendar year that is prescribed
by Code §402(g), with respect to (1) elective pre-tax salary deferrals under
Reg. §1.401(k)-1(a)(2)(I) and (2) after-tax “qualified Roth contribution
program” salary deferrals under Code §402A(b).






	 	(i)	 	Both types of contributions shall be combined,
in determining whether the maximum dollar ceiling imposed by Code
§402(g) for that calendar year has been reached.






	 	(3)	 	In contrast, if a Plan Participant’s contributions under the
Savings Plan for any calendar year have been limited solely by Code § 402(g)
(limiting the combined dollar amount of both (1) voluntary, pre-tax deferrals
and (2) voluntary after-tax “qualified Roth contribution program” deferrals)
and was not also limited by Code § 401(a)(17), then that individual will not be
eligible to accrue benefits under this Plan for that same calendar year.






	 	(c)	 	In the event that an individual is a “highly compensated employee” as defined
by Code §414(q), and his voluntary contributions under the Savings Plan are
prospectively or retroactively curtailed or changed by the Committee of the Savings
Plan (by limitation, distribution, or recharacterization) in connection with the
nondiscrimination rules imposed on the Savings Plan, then:






	 	(1)	 	the individual shall be deemed to have made voluntary
contributions to the Savings Plan equaling the maximum amount permitted by Code
§402(g) for that calendar year, if he has in fact actually made the maximum
dollar amount of voluntary salary deferrals that the Committee, in its sole
discretion, determines that he is allowed to make for that calendar year. In
making this determination, the Committee of this Plan may consult with or even
rely upon determinations made by the Committee of the Savings Plan.






	 	(d)	 	Finally, the accrual of Plan Contributions and benefits for any calendar year
is conditioned on the Plan’s crediting Accrual Service for that calendar year, as
prescribed by Section 2.3.






	2.3	 	How Accrual Service is Credited






	 	(a)	 	Accrual Service under this Plan will be determined for each eligible
Participant only as of December 31 of the calendar year for which a Retirement
Contribution or Employer Matching Contribution is to be made.






	 	(b)	 	As of this December 31st calculation date, Years of Accrual Service will be
determined as equal to all the Participant’s credited Years of Service, as those Years
of Service would be determined under the Savings Plan, as of that same December 31
date.






	 	(c)	 	Neither Accrual Service nor Contributions shall be credited or accrued under
this Plan, for any calendar year, until December 31 of that calendar year.






	 	(d)	 	Thus, as of December 30 of any calendar year, a Participant will have been
credited with no Accrual Service for that calendar year.






	 	(e)	 	Aside from the preceding provisions, Accrual Service is measured identically to
Service, as “Service” is determined under the Savings Plan.






	2.4	 	Eligibility to Accrue Employer Matching Contributions under this Plan






	 	(a)	 	For any calendar year, a Plan Participant will only be eligible to have
Employer Matching Contributions made (or deemed to be made) on his behalf if he has,
for that same year:






	 	(1)	 	made the maximum dollar amount of pre-tax deferrals under the
Savings Plan that is permitted under Code Section 402(g),






	 	(2)	 	been credited with Accrual Service for that calendar year, as
prescribed by Section 2.3.






	 	(b)	 	If a Participant has made the maximum amount of salary deferrals permitted
under the Savings Plan, and yet has still failed to contribute the maximum amount to
the Savings Plan permitted under Code Section 402(g) because:






	 	(1)	 	he was not an Employee for the full calendar year, or






	 	(2)	 	he made contributions to another employer’s 401(k) plan, or






	 	(3)	 	any other reason, then






	 	(4)	 	the Participant will, nevertheless, be ineligible to have
Employer Matching Contributions made on his behalf (or deemed to be made) under
this Plan for the subject calendar year.






	2.5	 	Eligibility to Accrue Retirement Contributions under this Plan






	 	(a)	 	For any calendar year, a Plan Participant will only be eligible to have
Retirement Contributions made (or deemed to be made) on his behalf if he has, for that
same year:






	 	(1)	 	been credited with Accrual Service for that calendar year, as
prescribed by Section 2.3, and






	 	(2)	 	been an active Employee on December 31 of that calendar year.





	 	 	 
	Article 3Contributions, Benefit Formulas, and Accounts
	3.1

	 	Deemed Contributions and Notional Accounts
	
 
	 	 







	 	(a)	 	Plan Contributions may be deemed to be made under this Plan, rather than
actually made.






	 	(b)	 	If an Employer Contribution (either an Employer Matching Contribution or
Retirement Contribution) is accrued under the Plan’s benefit formula, then the
Employer, in its discretion, may either make an actual Contribution, or it may deem
that Contribution to have been made. This decision may be communicated to the
Committee, without Board resolution, and without formal Plan amendment. The Committee
will in turn direct the Trustee or record-keeper.






	 	(c)	 	If the Contribution is deemed to have been made, then the Trustee or Plan
record-keeper will account for the Contribution in a notional Account, as if it had
been made.






	 	(1)	 	Further details regarding the crediting of interest for
notional Accounts are set out Section 3.4.






	 	(d)	 	All the provisions and rules of this Plan pertaining to “Contributions,”
“Employer Contributions,” “Employer Matching Contributions,” and “Retirement
Contributions” apply identically to both actual and deemed Contributions. Similarly,
all Plan provisions and rules pertaining to accrued benefits apply identically to both
actual and deemed accrued benefits.






	3.2	 	General Rules Concerning Contributions






	 	(a)	 	Only Employer Contributions are permitted under this Plan. No voluntary
Employee contributions or Employee salary deferrals are permitted.






	 	(b)	 	Contributions under this Plan may be made in any medium, including Company
Stock, within the discretion of the Committee.






	 	(c)	 	Contributions accrued for any calendar year shall be made or deemed to be made
by the June 30 following the close of the subject calendar year.






	 	(d)	 	A Participant’s only rights in any Plan Contribution or its earnings are those
set out in this Plan.






	 	(e)	 	Contributions will be made by Employers only on behalf of their own Employees.






	3.3	 	Discontinuance or Suspension of Employer Matching Contributions or Retirement
Contributions under the Savings Plan; Employer’s Withdrawal from Basic Plan






	 	(a)	 	Should any Employer Contribution under the Savings Plan (specifically the
Employer Matching Contribution or the Retirement Contribution) be suspended or
terminated, or should its rate or formula be changed, then the corresponding
Contribution under this Plan shall be subject to the identical and corresponding
change.






	 	(1)	 	For example, if the rate of the Employer Matching Contributions
were changed under the Savings Plan, then the Employer Matching Contribution
under this Plan would undergo the identical change.






	 	(b)	 	This change shall occur automatically under the Plan, without formal
amendment, and shall be effective with respect to the same period of Service, and as of
the same date that the change is effective under the Savings Plan.






	 	(c)	 	Similarly, if any Employer should withdraw from the Savings Plan, then accruals
under this Plan would cease, simultaneously with the cessation of accruals under the
Savings Plan.






	3.4	 	Accounting for Earnings and Losses in the Notional Accounts, and Paying Benefits from
Notional Accounts






	 	(a)	 	Participants may make investment elections for their notional Accounts, from
among the Plan’s Investment Funds, through Proper Application.






	 	(b)	 	If a Participant fails to make Proper Application to elect an investment
election, then Contributions made on his behalf will be invested in the default
investment option described in Section 3.10(b).






	 	(c)	 	The Plan Trustee or record-keeper will account for the notional Accounts,
allocating notional gains and losses according to the investment experiences of the
actual Investment Funds.






	 	(d)	 	If deemed Contributions are made, then actual Contributions corresponding to
the deemed Contributions and any gains or losses credited under this Section 3.4 will
be made, no later than a date determined by the Committee, that precedes the
Participant’s Required Payment Date.






	 	(e)	 	No interest will accrue with respect to the period of time between the date
that the Participant’s Plan benefit is calculated, in preparation of its distribution,
and the distribution date. Nor will losses be calculated during this same period.






	 	(f)	 	Gains and losses for deemed Contributions will be credited as of the first date
that the Contributions are credited to the notional Account. This first date shall be
no later than as soon as is feasible following the deadline set for making or crediting
Contributions, described in Section 3.2(c).






	3.5	 	Formula for Employer Matching Contributions






	 	(a)	 	The Plan’s eligibility rules for Employer Matching Contributions are set out in
Section 2.4.






	 	(b)	 	For each calendar year, Employers will make Employer Matching Contributions
with respect to a certain portion of Compensation, on behalf of eligible Plan
Participants, at a rate that is equal to the rate for Employer Matching Contributions
set by the Savings Plan, for that year. Any changes made to the formula of Employer
Matching Contributions under the Savings Plan will automatically apply to this Plan, as
of the same effective date, with no formal amendment of this Plan.






	 	(c)	 	The amount of credited Compensation subject to Employer Matching Contributions
under this Plan equals the Employee’s total Compensation credited under this Plan for
the calendar year, minus the maximum credited compensation permitted under Code §
401(a)(17) for that year.






	 	(d)	 	As of the December 17, 2008 Effective Date, the Employer Matching Contribution
rate under the Savings Plan is 4% of credited compensation under the Savings Plan for
the calendar year.






	 	(1)	 	This 4% figure is derived as follows: 66.67% X 6% = 4%.






	 	(e)	 	The formula for this Plan’s Employer Matching Contribution is the same as that
of the Savings Plan. Accordingly, effective 2007, this Plan’s Employer Matching
Contribution formula is:






	 	(1)	 	4% X (total Plan Compensation for calendar year minus maximum
credited compensation permitted under Code § 401(a)(17) for that year.)






	 	(f)	 	Employer Matching Contributions made under this Plan will not be limited by
Code §415.






	 	(g)	 	No Employee contributions or deferrals are permitted under this Plan. Instead,
the Plan’s Employer Matching Contribution is based on a deemed Employee Contribution.






	 	(h)	 	Example:






	 	(1)	 	A Participant under this Plan has a base salary of $300,000 in
2009. Under the Savings Plan, only $245,000 of that amount is credited as
“Compensation,” due to Code limits.






	 	(2)	 	The Participant makes $15,000 in pre-tax deferrals to the
Savings Plan; and he makes $1,500 in after-tax “qualified Roth contributions.”
Together, these combined contributions total the maximum dollar amount set by
Code §402(g) for that calendar year : $16,500. He makes no other after-tax
deferrals.






	 	(i)	 	(This amount exceeds the first 6% of Savings
Plan credited compensation that is eligible to be matched by the
Savings Plan Employer Matching Contributions.)






	 	(3)	 	The Employer makes Employer Matching Contributions under the
Savings Plan for this Participant, at a rate of 66.67% of the first 6% of
Saving Plan credited compensation that the Participant has contributed as a
pre-tax deferral: $9,800 (66.67 X 6% X $245,000 or 4% X $245,000)






	 	(4)	 	Because the Participant has made the maximum dollar amount of
pre-tax and/or qualified Roth after-tax deferrals permitted under the Savings
Plan and Code § 402(g) for 2009, he will be eligible for an Employer Matching
Contribution under this Plan.






	 	(5)	 	The Plan will deem the Participant to have deferred his entire
base salary, minus the portion of his compensation equal to the Code Section
401(a)(17) limit. For calendar year 2009, the Code § 401(a)(17) limit is
$245,000.






	 	(6)	 	Therefore, the amount of deemed deferral recognized by this
Plan equals $55,000 ($300,000 — $245,000).






	 	(7)	 	This Plan will therefore accrue an Employer Matching
Contribution at the same rate in effect under the Savings Plan: 66.67% of 6% or
4%.






	 	(8)	 	For 2009, this Plan makes an Employer Matching Contribution on
behalf of the Participant at a rate of 4% of the “deemed” deferral recognized
by the Plan. The Plan Employer Matching Contributions will be $2,200 (4% X
$55,000 or 4% X ($300,000 — $245,000).






	 	(i)	 	The Participant will accrue his Employer Matching Contributions under both the
Savings Plan and this Plan. This Plan will not offset its prescribed Employer Matching
Contribution, to reduce that amount by the Employer Matching Contribution made under
the Savings Plan. Therefore the Employee’s total Employer Matching Contributions under
both plans for 2009 will be $12,000 ($9,800 + $2,200).






	 	(j)	 	In this example, had the Employee deferred any amount less than the Code 402(g)
permitted maximum amount of $16,500 through pre-tax deferrals and/or after-tax
“qualified Roth contributions” under the Savings Plan for 2009, then he would have been
ineligible to receive any Employer Matching Contributions on his behalf, with respect
to 2009 (subject to the special rule regarding “highly compensated employees” set out
in Section 2.2(c).






	3.6	 	Formula for Retirement Contributions






	 	(a)	 	The Plan’s eligibility rules for Retirement Contributions are set out in
Section 2.5.






	 	(b)	 	The formula for Retirement Contributions under this Plan will be identical to
the formula for Retirement Contributions under the Savings Plan, except:






	 	(1)	 	The credited Compensation to which the Retirement Contributions
are applied under this Plan will equal the Participant’s total Compensation
credited by this Plan for that calendar year, minus the maximum credited
compensation permitted under Code § 401(a)(17) for that year.






	 	(2)	 	Any changes made to the formula of Retirement Contributions
under the Savings Plan will automatically apply to this Plan, as of the same
effective date, with no formal amendment of this Plan.






	 	(c)	 	Retirement Contributions under this Plan will not be limited by Code § 415.






	3.7	 	Accounts Established under the Plan






	 	(a)	 	General rules. Accounts under the Plan shall be established in the
name of each Participant or Alternate Payee. They shall record applicable
Contributions made on his behalf, as well as any earnings or losses experienced with
respect to the Plan assets. Subaccounts may be established within the discretion of
the Trustee or record-keeper, to reflect investments within the particular Investment
Funds, or to reflect whether or not Employer Matching Contributions have been made.
The fact that allocations shall be made, accrued, and credited to individual Accounts
shall not give the Participant any vested or other right to Plan benefits, except as
expressly provided by this Plan.






	 	(b)	 	Plan Accounts. Further details regarding the Accounts are provided in
the definitions of each, in Article 1. The principal Plan Accounts are as follows:






	 	(1)	 	Retirement Contribution Account






	 	(2)	 	Employer Matching Contribution Account.






	3.8	 	Plan Investment Funds






	 	(a)	 	General rules.






	 	(1)	 	The Investment Funds shall be precisely those funds offered
under the Savings Plan.






	 	(i)	 	It is intended that the Investment Funds
offered under this Plan will change to mirror those of the Savings
Plan, should any change in investment funds be effected under the
Savings Plan. Such a change shall be made by the Committee, effective
as of the effective date under the Savings Plan, without formal Plan
amendment.






	 	(2)	 	Each Investment Fund shall include allocated assets of the
Plan and/or Trust, as determined by the Trustee or record-keeper, and may also
temporarily include cash or short-term investments, pending further investment.






	 	(3)	 	The establishment of Investment Funds may be effected by the
Committee.






	 	(4)	 	The Plan’s offering of Investment Funds is intended to meet the
requirements of ERISA Section 404(c).






	 	(b)	 	Investment of Fund dividend or earnings. Any earnings or dividends
arising from a particular Fund will be reinvested into that same Fund.






	 	(c)	 	Valuations. Valuations regarding all Investment Fund transactions
shall be made each Valuation Day, and as set out in Plan Section 3.19, subject to the
terms of the Trust (if established).






	3.9	 	Fees and Expenses






	 	(a)	 	Fees deducted from Participants’ Accounts. Certain Trustee and/or
record-keeping fees will be deducted from the Participants’ Accounts.






	 	(b)	 	Expenses deducted from Investment Funds.






	 	(1)	 	Any investment management fees and portfolio management fees
and taxes, as well as certain operational expenses arising from any Investment
Fund, may be allocated to the particular Investment Fund, and further allocated
to an individual Participant Account. However, management fees will generally
not be allocated to the Company Stock Fund.






	 	(2)	 	Brokerage fees and commissions may be charged to the Company
Stock Funds.






	 	(c)	 	General rules.






	 	(1)	 	Any Plan expense not allocated to a Participant Account or
Investment Fund shall be paid from Plan assets, to the extent that it has not
been paid by an Employer.






	 	(i)	 	When paid from Plan assets, expenses shall
generally be allocated to the appropriate Accounts or forfeiture
accounts of the particular Employees or Employer, to whom the expense
relates.






	 	(ii)	 	When paid by Employers, expenses shall
generally be allocated to particular Employers, so that each Employer
pays the expenses attributable to its own Employees.






	 	(2)	 	The amount of the fees described in this Section 3.9 and the
means of payment shall be established by the Committee, without formal
amendment of the Plan.






	3.10	 	How to Select among the Investment Funds






	 	(a)	 	Investing future Contributions. Each Participant, upon enrolling in
the Plan, may select among the Investment Funds available, with respect to the
investment of his future Contributions. The record-keeper shall set procedures
regarding how Proper Application for such investment directions can be made, without
formal Plan amendment.






	 	(b)	 	Default Investment Fund. The Investment Fund designated as the default
Investment Fund under the Savings Plan, will also be the designated default Investment
Fund under this Plan. This default Investment Fund will service as the Fund into which
Contributions, deemed Contributions and earnings will be allocated, in the event that a
Participant fails to make a timely Proper Application regarding his Investment Fund
selection. If the designation of the default Investment Fund is changed under the
Savings Plan, then the corresponding change will be made to this Plan, and shall be
effected by the Committee without formal Plan amendment, effective as of the date that
the change is effective under the Savings Plan.






	 	(c)	 	Changing future investment elections. By making Proper Application, a
Participant may also elect to change his investment direction as to future
Contributions, on any business day. This change shall generally be effective as of the
next pay period, or the next following.






	 	(d)	 	Investing forfeitures. Forfeitures may be invested in any Investment
Fund, at the discretion of the Committee, the Investment Committee, or any authorized
Investment Manager.






	 	(e)	 	Mechanical failure. Neither the Trustee, record-keeper, the Committee,
nor any Employer shall be liable if any mechanical or electronic difficulty causes a
failure to effect a Proper Application.






	3.11	 	Transfers among Investment Funds – Changing Investment Selections 






	 	(a)	 	General rules. Transfers (also termed “exchanges”) among Investment
Funds may be made by making Proper Application, on any business day, subject to the
further provisions of this Section 3.11. The Trustee or record-keeper may restrict
transfers to 5% or some other percentage of Investment Fund or Account balances,
without formal Plan amendment. The transfer will generally be effective as of the next
business day.






	 	(b)	 	Restrictions regarding transfers between certain Stock Funds.






	 	(1)	 	Transfers relating to the Company Stock Fund, if established,
will be set by the Committee.






	 	(2)	 	Under the contractual terms of certain Investment Funds, direct
transfers between specific funds are not permitted. In these cases, assets
must first be invested into a third fund, generally for 90 days, before the
transfer to the restricted fund is made. This third fund may be the default
Investment Fund described in Section 3.10(b), or any other Fund selected by the
Committee, Investment Committee, or Investment Manager.






	 	(c)	 	Mechanical failure in effecting a transfer. Neither the Trustee, the
record-keeper, nor any Employer shall be liable if any mechanical or electronic
difficulty causes a failure to effect a Proper Application.






	3.12	 	Securities Law Restrictions on “Insider” Trading






Notwithstanding the foregoing provisions of this Article, a Participant who is considered by
his Employer to be an “insider” as defined by the Section 16(b) of the Securities Exchange
Act of 1934 and its regulations will be subject to certain restrictions regarding his
ability to transfer into and out of the Company Stock Fund. These restrictions shall be
established by the Committee.




	3.13	 	Participant’s Statements






The Committee may elect to periodically furnish to each Participant a statement of his
Accounts. These statements shall be deemed to have been accepted by the Participant and his
Beneficiaries as correct unless written notice to the contrary is mailed to the issuer
within 30 days after the delivery of the statement to the Participant.




	3.14	 	Discontinued Funds






In the event any existing Investment Fund is discontinued (the “Discontinued Fund”), the
Committee shall provide each Participant with notice of such discontinuance. The Committee
shall also provide each Participant whose Account(s) are invested in the Discontinued Fund
with an election period of at least 30 days in which to elect to transfer the value of his
Account(s) invested in the Discontinued Fund to any other Fund. In the event any such
Participant fails to make a Proper Application with respect to such transfer, the Committee
shall direct the Trustee or record-keeper to transfer the value of such Participant’s
Account(s) invested in the Discontinued Fund to either the default Investment Fund described
in Section 3.10(b), or the most conservative Investment Fund, or to another Fund deemed to
be the closest equivalent to the Discontinued Fund, as determined by the Committee.




	3.15	 	Effect of Transfers Between Funds






All transfers (or exchanges) between Investment Funds shall be deemed a sale of the assets
which must be disposed of, and a purchase of the assets which must be purchased, to effect
such transfer. In the case of a sale or purchase of interests in an Investment Fund, such
interests shall be valued as of the end of day of purchase.




	3.16	 	Purchase of and Allocation of Company Stock






	 	(a)	 	The shares of Company Stock from time to time required for purposes of the Plan
may be purchased from the issuing Employer or Affiliate by the Trustee or the fiduciary
with respect to the Plan assets. These shares may also be purchased on such stock
exchange or in such other manner, as the Committee may, from time to time in its sole
discretion, prescribe.






	 	(b)	 	If the Committee has given no direction, then Company Stock may be purchased
from such source by the Trustee or the fiduciary with respect to the Plan assets, in
such manner as the Trustee or such fiduciary may determine, in its sole discretion.






	 	(c)	 	Shares of Company Stock purchased from the issuer of the stock may be either
treasury stock or newly-issued stock, and shall be purchased at the market value
applicable as of the time of purchase, subject to the terms of the Trust Agreement (if
established).






	 	(d)	 	All funds in the Accounts of Participants that become available simultaneously
for investment in Company Stock may be invested simultaneously or over a period of
time, but funds that become available first shall be invested first. If such funds
that become available simultaneously for investment are used to purchase shares of
Company Stock at more than one price, the total number of shares so purchased shall be
allocated on a full or fractional share basis, or both, as the case may be, to the
respective accounts of the Participants ratably, as is appropriate.






	 	(e)	 	The Trustee or the fiduciary with respect to the Plan assets may sell or
exchange shares of Company Stock as it may determine, within its discretion. If a
Participant has made Proper Application to transfer his Account balances out of the
Company Stock Fund, then the Trustee or the fiduciary with respect to the Plan assets
may treat these shares as having been purchased by it at the market value of Company
Stock effective as of the transaction.






	 	(f)	 	Notwithstanding any contrary Plan provision, the Trustee or the fiduciary with
respect to the Plan assets shall not invest any Participant’s Account balance in any
            shares of Company Stock, unless at the time of the stock purchase, the shares are
listed on either the New York Stock Exchange or NASDAQ.






	 	(g)	 	The shares of Company Stock held with respect to the Plan shall be registered
in the name of the Plan record-keeper, or the Trustee or its nominee (if a Trust is
established), but shall not be voted by any such entity except as provided in this
Article.






	 	(h)	 	In the sole discretion of the Trustee or the fiduciary with respect to the
Plan’s assets, investments in Company Stock in respect of the Accounts of more than one
Participant, may be represented by a single certificate.






	 	(i)	 	In the event that any option, right or warrant shall be received by the Trustee
or the fiduciary with respect to the Plan’s assets on Company Stock to the credit of
one or more Participants’ Accounts, then that entity shall sell the same, at public or
private sale and at such price and upon such other terms as it may determine, and
credit the proceeds thereof to the respective Accounts of such Participants, ratably in
accordance with their interests therein, unless the Committee shall determine that such
option, right or warrant should be exercised, in which case the Trustee or other
fiduciary shall exercise the same upon such terms and conditions as the Committee may
prescribe.






	3.17	 	Voting of Company Stock






	 	(a)	 	The fiduciary with respect to the Plan’s assets (which shall be the Trustee, if
a Trust is established), or such an entity’s nominee, shall be entitled to vote, and
shall vote, shares of Company Stock that are in the Accounts of Participants or are
otherwise held by the fiduciary under the Plan, under the rules of this Section.






	 	(b)	 	Such a fiduciary shall adopt reasonable measures to notify the Participant of
the date and purposes of each meeting of stockholders of the issuer of Company Stock at
which stockholders are entitled to vote, and to request instructions from the
Participant to the fiduciary as to the voting at such meeting of full shares of Company
Stock and fractions thereof in any Account of the Participant.






	 	(c)	 	In each case, the fiduciary, itself or by proxy, shall vote full shares of
Company Stock and fractions thereof in such Account or Accounts of the Participant in
accordance with the instructions of the Participant.






	 	(d)	 	If before such a meeting of Company Stock stockholders, the fiduciary has not
received instructions from a Participant regarding how to vote his shares of Company
Stock, or if the fiduciary otherwise holds shares of Company Stock under the Plan, the
fiduciary shall vote these Company Stock shares proportionately in the same manner as
the fiduciary votes the aggregate of all shares of Company Stock, with respect to which
the fiduciary has received instructions from Participants.






	 	(e)	 	Notwithstanding the preceding provisions of this Section 3.17, if a Trust is
established then the provisions of this Section 3.17 will be subject to the terms of
the Trust.






	 	(f)	 	Any instructions as to voting given by Participants under this Section shall be
confidential and shall not be divulged by any Plan fiduciary to anyone, including the
Company, any other Employer or any director, officer, employee or agent of the Company,
any other Employer or any person making an offer or soliciting proxies or any of their
agents (except persons retained by the fiduciary to carry out its duties in that
regard). It is the intent of this provision to ensure that the Company and any other
Employer (and directors, officers, employees and agents and such other persons) cannot
determine the instructions made by any Participant.






	 	(g)	 	Shares of Company Stock may be tendered by the Trustee as set out in the Trust
Agreement.






	3.18	 	Employer’s Payments of Contributions with respect to Company Stock






	 	(a)	 	Actual payments of Contributions made with respect to the Plan shall be made as
set out in Section 3.4(d).






	 	(b)	 	Each Employer shall make payments to the Trustee or fiduciary with respect to
Plan assets as any such entity may require, in connection with the Plan’s acquisition
of Company Stock under this Article 3.






	3.19	 	Valuation of the Investment Funds






The record-keeper shall determine on each Valuation Date, in accordance with generally
accepted valuation methods and practices, the fair market value of the Plan assets and
deemed assets allocated to each Investment Fund, and each Account. The record-keeper shall
credit income, dividends, expenses, and realized and unrealized gains and losses for the
appropriate period. In making its valuations of the Investment Funds and the Accounts, the
record-keeper shall have the absolute right to rely on the valuations of units of
participation in any Investment Fund, or the underlying investments of any Investment Fund,
furnished by any appropriate fiduciary or fund manager.




	3.20	 	Effect of Valuations






The record-keeper’s valuations of any Investment Fund under this Article 3, and its
determination of the value of the Participants’ Accounts based thereon shall be conclusive
and binding upon the Employer, the Committee, and all Participants and their respective
Beneficiaries.




	3.21	 	No Liability for Fluctuations in Value






The benefits provided by this Plan shall be payable solely from the Trust, if it is
established. Alternatively, Plan benefits shall be payable from the general assets of each
Employer (with respect to that Employer’s employees who are Participants eligible for
benefit payment, under this Plan). Each Participant and all persons who may derive rights
under this Plan through or from a Participant are hereby charged with actual notice that all
Accounts will increase or decrease in value from time to time as the assets of the
Investment Fund fluctuate in value. The fact that a particular amount was credited to a
Participant’s Account at some time is no assurance that such amount will ultimately be
distributable hereunder and neither the Employer, the Committee, the Investment Committee
(if any), the Trustee, nor any Investment Manager, guarantees in any way that the amount
ultimately distributable to or on behalf of any Participant will be equal to any amount at
any time credited to such Participant’s Account. Each Participant, by electing to
participate in the Plan, assumes the risk of possible declines in the market value of his
Account.




	3.22	 	Corrective Adjustments to Accounts






	 	(a)	 	If an adjustment to any Participant’s Account is required to correct any error
(such as an incorrect payroll deduction or an incorrect allocation of any Contribution)
or for any other reason, such an adjustment shall be made as soon as administratively
feasible after the Committee first learns of the circumstances which require
adjustment. Any such adjustment shall be made in accordance with the Plan
characteristics (including, but not limited to, the price of assets, stock shares and
units of Investment Funds) in effect during the months in which the adjustment is
actually made to the Participant’s Account, except that adjustments of Employer
Matching Contribution and Retirement Contribution Account contributions shall be at the
rate(s) in effect during the month(s) in which the error occurred. No adjustment shall
be made for any interest, dividend or other gain or loss not realized because of a
delay in Contributions.





	 	 	 	 	 
	Article 1Article 4	Vesting and Forfeitures
	4.1

	 	Vesting Defined
	 	

	
 
	 	 
	 	








	 	(a)	 	“Vesting” means the right of a Participant to have a nonforfeitable interest in
his accrued Plan Accounts. An “unvested” Participant’s rights are forfeitable. A
“vested” Participant’s rights are not forfeitable.






	4.2	 	Initial Vesting Requirements






	 	(a)	 	A Participant shall be initially entitled to a benefit under this Plan only
after satisfying the initial vesting requirements set out in this Section 4.2.
Continued vesting under the Plan after a Participant’s Required Payment Date is subject
to the provisions of Section 4.4.






	 	(b)	 	To be initially vested in any Contribution, and its attendant earnings under
this Plan, a Participant must:






	 	(1)	 	have incurred a Separation from Service,






	 	(2)	 	meet the requirements for Plan participation eligibility, under
Section 2.1,






	 	(3)	 	meet the requirements for Plan accrual eligibility, under
Section 2.2, and






	 	(4)	 	have completed 10 full Years of Vesting Service, subject to the
exceptions set out in Sections 4.3(b) and 4.3(c).






	4.3	 	Special Vesting Rules






	 	(a)	 	Top-heavy vesting. Vesting rules imposed by the Savings Plan with
respect to Code Section 416 shall not apply to this Plan. Savings Plan vesting changes
made on account of Code § 416 shall not cause any corresponding change in this Plan.






	 	(b)	 	Vesting upon death or disability. A Participant who dies while in
active service will become immediately vested in his Plan benefits, as he would under
the Savings Plan, subject to Section 4.4. However, a Participant’s disability will not
accelerate his vesting, under this Plan.






	 	(c)	 	Vesting if hired at age 60 or more. If a Participant is hired on or
after his 60th birthday, then he shall satisfy the service requirement of Section
4.2(b)(4) by completing 5 full Years of Eligibility Service, rather than the 10 Years
that is generally required under that Section.






	 	(d)	 	Vesting if maximum salary deferrals were not made under Savings Plan.
Periods during which a Participant has not made the maximum level of voluntary salary
deferrals permitted under Code §402(g) under the Savings Plan will nevertheless be
counted by this Plan, under Section 4.2(b)(4), for the purpose of crediting Years of
Vesting Service.






	4.4	 	Forfeiture after Plan Benefits have Commenced.






	 	(a)	 	Notwithstanding any contrary Plan provision, and notwithstanding any initial
vesting determination that may have been made with respect to any Participant under
Section 4.2, all Plan Participants are subject to forfeiture of their Plan benefits
after their Required Payment Dates have occurred, under this Section 4.4.






	 	(b)	 	Forfeiture will occur under this Section 4.4 if the Committee determines that
the former Participant’s actions, either before or after his Required Payment Date,
constitute Cause.






	 	(c)	 	Such a forfeiture shall be effective as of the date that the events of
forfeiture have occurred, as determined within the sole discretion of the Committee.
The Committee may therefore make a retroactive forfeiture determination. Any Plan
benefits that have been paid after the effective date of the retroactive forfeiture
determination shall be subject to the same procedures accorded to a mistaken payment
under Section 8.9.






	 	(d)	 	A forfeiture under this Section 4.4 will apply to future Plan benefits and
benefits that have been previously paid, including death benefits under Section 6.3.






	4.5	 	Cause.






	 	(a)	 	Cause means the Participant’s or former Participant’s:






	 	(1)	 	conviction, or having pled guilty or nolo contendere to any
felony or any other crime that would have constituted a felony under the laws
of the state in which the Plan sponsor is headquartered






	 	(2)	 	having been indicted for any felony, or any other crime that
would have constituted a felony under the laws of the state in which the Plan
sponsor is headquartered, in connection with the Participant’s employment with
any Employer






	 	(3)	 	having breached any material provision of any noncompetition,
nonsolicitation or confidentiality agreement with any Employer






	 	(4)	 	having committed any fraud, embezzlement, theft,
misappropriation of funds, malicious destruction of an Employer’s property,
breach of fiduciary duty, improper disclosure of an Employer’s trade secrets or
any other wrongdoing against any Employer, provided that any such commission
was material






	 	(5)	 	having engaged in any willful misconduct resulting in or
reasonably likely to result in a material loss to any Employer or substantial
damage to its reputation, or






	 	(6)	 	having willfully breached in any material respect any material
provision of his Employer’s Code of Conduct and, to the extent any such breach
is curable, the Participant has failed to cure such breach within ten (10) days
after written notice of the alleged breach is provided to the Participant.






	4.6	 	Stock or Asset Sale Causing Plan Forfeiture






	 	(a)	 	In the event that an entity that had been an Employer under this Plan is no
longer within the controlled group (as defined by Code §414(b)) of the Plan sponsor on
account of a stock or asset sale, then that entity will cease to be an Employer under
this Plan, as of the effective date of the sale.






	 	(b)	 	Consequently, all Participants under this Plan who are employees of the former
Employer will forfeit their Plan benefits.






	4.7	 	Additional Events of Forfeiture






	 	(a)	 	Additional events giving rise to forfeiture of Plan benefits are described in
Sections 2.1(d)(1) and 8.9.






	4.8	 	Determinations by the Committee.






The Committee shall have full, final, and discretionary authority to make determinations
under this Article 4. Any forfeiture determination made by the Committee shall be final,
binding, and conclusive upon all affected Participants and their Beneficiaries.




	4.9	 	Conditions for Payment Eligibility.






Notwithstanding the provisions of this Article 4, no Plan payment will be made to any
Participant or Beneficiary, unless the conditions of Section 6.4 have been satisfied.



	 	 	 
	Article 5Plan Administration
	5.1

	 	Committee’s Discretionary Power to Interpret and Administer the Plan
	
 
	 	 







	 	(a)	 	Appointment. The Committee, consisting of one or more persons, shall
be appointed from time to time by the Board to serve at its pleasure. Any member of
the Committee may resign by delivering his written resignation to the Board. Any
member of the Committee who ends his service as a common-law employee of any Employer
or Affiliate, shall simultaneously cease to be a Committee member.






	 	(b)	 	Role under ERISA. The Committee is the “named fiduciary” for operation
and administration of the Plan, and the “administrator” under ERISA. The Committee is
designated as agent for service of legal process.






	 	(c)	 	Committee establishes Plan procedures. The Committee and its delegates
shall from time to time establish rules and procedures for the administration and
interpretation of the Plan and the transaction of its business.






	 	(d)	 	Role of Human Resource and Benefits personnel. Employees of an
Employer who are human resources personnel or benefits representatives are the
Committee’s delegates and shall, under the authority of the Committee, perform the
routine administration of the Plan, such as distributing and collecting forms and
providing information about Plan procedures.






	 	(e)	 	Discretionary power to interpret Plan.






	 	(1)	 	The Committee has complete discretionary and final authority to
(1) determine all questions, including factual questions, concerning
eligibility, elections, forfeitures, and benefits under the Plan, (2) construe
all terms under the Plan and the Trust, including any uncertain terms, and (3)
determine all questions concerning Plan administration. All administrative
decisions made by the Committee, and all its interpretations of the Plan
documents, shall be given full deference by any court of law.






	 	(2)	 	Information that concerns an interpretation of the Plan or a
discretionary determination, can be properly provided only by the Committee,
and not by any delegate (other than legal counsel).






	 	(3)	 	Should any individual receive oral or written information
concerning the Plan, which is contradicted by a subsequent determination by the
Committee, then the Committee’s final determination shall control.






	5.2	 	Rules and Powers of the Committee






	 	(a)	 	Any act which the Plan authorizes or requires the Committee to do may be done
by a majority of its members. The action of a such majority shall constitute the
action of the Committee and shall have the same effect for all purposes as if made by
all members of the Committee at the time in office. The Committee may act without any
writing that records its decisions, and need not document its meetings or
teleconferences. The Committee may also act through any authorized representative.
The Committee may appoint one or more Investment Managers.






	 	(b)	 	The majority of the Committee may authorize one or more of their number to
execute or deliver any instrument, make any payment or perform any other act which the
Plan authorizes or requires the Committee to do.






	 	(c)	 	The Committee may employ counsel and other agents and may procure such
clerical, accounting, actuarial and other services as they may require in carrying out
the provisions of the Plan. Legal counsel are authorized as the Committee’s delegates.






	 	(d)	 	No member of the Committee shall receive any compensation for his services as
such.






	 	(e)	 	The majority of the Committee may delegate Committee responsibilities among
Employer directors, officers, or employees, and may consult with or hire outside
experts.






	 	(f)	 	All expenses of administering the Plan, including, but not limited to, fees of
accountants, counsel and actuaries shall be paid as prescribed by Section 3.9.






	 
	 
	 	(g)	 	To the extent that either the Investment Committee and or an Investment Manager
is appointed, then the Committee is relieved of responsibility and liability with
respect to Plan investments. To the extent that either the Investment Committee and or
an Investment Manager is appointed, then the Committee shall not be the fiduciary with
respect to the investment of Plan assets, notwithstanding its administrative,
informational, or operational duties regarding the Investment Funds.






	5.3	 	Claims Procedure






	 	(a)	 	The Committee shall determine Participants’ and Beneficiaries’ rights to
benefits under the Plan. In the event that a Participant or Beneficiary disputes an
initial determination made by the Committee, then he may dispute the determination only
by filing a written claim for benefits.






	 	(b)	 	If a claim is wholly or partially denied, the Committee shall provide the
claimant with a notice of denial, generally within 90 days of receipt, written in a
manner calculated to be understood by the claimant and setting forth:






	 	(1)	 	The specific reason(s) for such denial;






	 	(2)	 	Specific references to the pertinent Plan provisions on which
the denial is based;






	 	(3)	 	A description of any additional material or information
necessary for the claimant to perfect the claim with an explanation of why such
material or information is necessary (if applicable); and






	 	(4)	 	Appropriate information as to the steps to be taken if the
claimant wishes the Committee to revise its initial denial. The notice of
denial shall be given within a reasonable time period but no later than 90 days
after the claim is received, unless circumstances require an extension of time
for processing the claim. If such extension is required, written notice shall
be furnished to the claimant within 90 days of the date the claim was received,
stating that an extension of time is required, and providing the date by which
a decision on the claim can be expected, which shall be no more than 180 days
from the date the claim was received.






	 	(5)	 	If no written notice of denial is provided by the Committee,
then the claim shall be deemed to be denied, and the claimant may appeal the
claim as though the claim had been denied.






	 	(c)	 	The claimant and/or his representative may appeal the denied claim and may:






	 	(1)	 	Request a review by making a written request to the Committee
provided that such a request is made, within 60 days after receiving notice of
the denied claim;






	 	(2)	 	Review pertinent documents.






	 	(d)	 	Upon receipt of a request for review or appeal, the Committee shall within a
reasonable time period but not later than 60 days after receiving the request, provide
written notification of its decision to the claimant stating the specific reasons and
referencing specific plan provisions on which its decision is based, unless special
circumstances require an extension for processing the review. If such extension is
required, written notice shall be furnished to the claimant within 60 days of the date
the request for review was received, stating that an extension of time is required, and
providing the date by which an appeal decision can be expected, which shall be no more
than 120 days from the date the request for review was received.






	 	(e)	 	In the event of any dispute over benefits under this Plan, all remedies
available to the disputing individual under this Article must be exhausted, within the
specified deadlines, before legal recourse of any type is sought.






	5.4	 	QDRO Claim






Claims relating to a domestic relations order as defined by Code § 414(p) or a draft QDRO,
shall be determined under the Savings Plan’s procedures concerning domestic relations
orders. The claims procedure described in the preceding section shall not apply to any such
domestic relations order claim.




	5.5	 	Indemnification of Fiduciaries; No Personal Liability






	 	(a)	 	To the fullest extent permitted by law, each Employer agrees to indemnify, to
defend, and hold harmless the members of the Investment Committee (if created) and the
Committee and its delegates, individually and collectively, against any liability
whatsoever for any action taken or omitted by them in good faith in connection with
this Plan or their duties hereunder and for any expenses or losses for which they may
become liable as a result of any such actions or non-actions unless resultant from
their own willful misconduct; and each Employer will purchase insurance for the
Investment Committee and the Committee and their delegates to cover any of their
potential liabilities with regard to the Plan.






	 	(b)	 	No Committee member or delegate shall be personally liable by reason of any
contract or other instrument executed by him or on his behalf in his capacity as a
member or delegate of a Committee nor for any mistake of judgment made in good faith,
and each Employer shall indemnify and hold harmless each member of the Committee and
each other officer, employee, or director of any Employer to whom any duty or power
relating to the administration or interpretation of the Plan may be allocated or
delegated, against any cost or expenses (including counsel fees) or liability
(including any sum in settlement of a claim with the approval of the Board) arising out
of any act or omission to act in connection with the Plan unless arising out of such
person’s own fraud or bad faith.






	5.6	 	Power to Execute Plan and Other Documents






The members of the Committee and officers of the Company shall have the authority to execute
governmental filings or other documents relating to the Plan (including the Plan document),
or this authority may be delegated to another officer or employee of an Employer by either
the Board or the Committee.




	5.7	 	Conclusiveness of Records






In administering the Plan, the Committee may conclusively rely upon any Employer’s payroll
and personnel records maintained in the ordinary course of business.




	5.8	 	Power to Amend, Suspend, Terminate, or Withdraw from the Plan






	 	(a)	 	General power to amend. The Board may, subject to the restrictions
set out in this Section 5.8, amend the Plan in any respect, or suspend or terminate the
Plan in whole or in part without the consent of any Participant or Beneficiary or any
Employer whose employees are covered by this Plan. Any such amendment, suspension or
termination may be made with or without retroactive effect, except as explicitly
restricted by this Section 5.8.






	 	(b)	 	Right to withdraw as participating Employer. Any Employer may withdraw
from its participation in the Plan, at any time. Prior to the date that it validly
effects its withdrawal, each Employer shall be fully subject to the terms of the Plan.
An Employer which ceases to be part of the Plan sponsor’s 80% controlled group under
Code §414(b) will be considered to have withdrawn as a participating Employer, and the
Plan benefits of its employees shall be forfeited.






	 	(c)	 	No retroactive cut-back of accrued benefits. Notwithstanding any other
provision of this Section 5.8, this Plan may not be amended or terminated in any
respect that has the effect of reducing or eliminating any Plan benefit that had
accrued as of the effective date of the amendment or termination, unless the affected
Participant or Beneficiary gives his written consent. That is, there shall be no
retroactive cut-backs of accrued Plan benefits, without individual written consent.
This prohibition against the retroactive cut-backs of accrued benefits will fully apply
to any accrued Contributions and earnings that have only been deemed to have been made
or earned.






	 	(1)	 	The Committee has discretionary authority as to what
constitutes an “accrued benefit” under this paragraph, and shall not be obliged
to adopt the definition of Code §411(d)(6).






	 	(d)	 	Plan amendments or withdrawals taking effect by December 31.






	 	(1)	 	If this Plan is to be amended, terminated, or its Contributions
are to be suspended, or if a participating Employer is to withdraw from the
Plan, then any Employer’s action to effect this change must be taken by
December 31 of that calendar year, in order to be effective for that calendar
year, for reasons explained in Section 2.3.






	 	(e)	 	Restrictions on amendments, set by Code §409A.






	 	(1)	 	Any amendment of the defined term “Separation from Service”
must satisfy the timing rules for such an amendment set out in Reg.
§1.409A-1(h)(1)(ii).






	 	(2)	 	Any amendment of the definition of Required Payment Date will
affect only those Plan accruals earned in the service period beginning after
the change is adopted.






	 	(f)	 	Amendment of this Plan on account of Savings Plan amendment. As set
out in Section 3.3 and Article 1, if certain amendments are made to the Savings Plan,
then a corresponding amendment will automatically be made to this Plan, effective as of
the same date as the Savings Plan amendment.






	5.9	 	Investment Committee






	 	(a)	 	Appointment of Investment Committee. The Board may, within its
discretion, appoint an Investment Committee, of at least one person. The appointment
of an Investment Committee shall relieve the Committee, Board, Company, and all other
participating Employers from all fiduciary responsibility for all Plan assets under the
control of the Investment Committee, to the fullest extent provided by law.






	 	(b)	 	If established, the Investment Committee shall exclusively hold all powers
regarding the selection of Investment Funds and the default Investment Fund, that are
delegated to the Committee, under this Plan or the Trust.






	 	(c)	 	The Investment Committee, if it is created by the Board, shall be a fiduciary
of the Plan, but shall not be the “named” fiduciary, as that term derives under ERISA.
The Board may also, within its discretion, decline to create an Investment Committee,
or disband it at any time. Any member of the Investment Committee who ends his service
as a common-law employee of any Employer or Affiliate, shall simultaneously cease to be
an Investment Committee member.






	 	(d)	 	Powers of the Investment Committee. The Investment Committee, if
appointed, has the sole and final authority regarding the investment and management of
Plan assets, under and subject to the terms of this Plan and the Trust (if the Trust is
established). The Investment Committee may delegate its responsibilities, appoint
Investment Managers, oversee its delegates, and each Investment Committee member may
execute documents on behalf of the Investment Committee, with respect to Plan assets.






	 	(e)	 	Any act which the Plan or Trust authorizes or requires the Investment Committee
to do may be done by a majority of its members. The action of such a majority shall
constitute the action of the Investment Committee and shall have the same effect for
all purposes as if made by all members of the Committee at the time in office. The
Investment Committee may act without any writing that records its decisions, and need
not document its meetings or teleconferences. The Investment Committee may also act
through any authorized representative.






	 	(1)	 	The majority of the Investment Committee may authorize one or
more of their number to execute or deliver any instrument, make any payment or
perform any other act which the Plan authorizes or requires the Investment
Committee to do.






	 	(2)	 	The Investment Committee may employ counsel, outside experts,
and other agents and may procure such clerical, accounting, actuarial and other
services as they may require in carrying out the provisions of the Plan.






	 	(3)	 	No member of the Investment Committee shall receive any
compensation for his services as such. All expenses relating to the Investment
Committee’s activities, including, but not limited to, fees of accountants,
counsel and actuaries shall be paid by as prescribed by Section 3.9(c).






	5.10	 	Investment Manager






	 	(a)	 	The Committee, the Board, or the Investment Committee (if any) may, within its
discretion, appoint an Investment Manager, as that term is defined under ERISA, who
shall have authority over the investment of that portion of the Plan assets, over which
it is given control.






	 	(b)	 	If appointed, the Investment Manager shall exclusively hold all powers
regarding the selection of Investment Funds that are delegated to the Committee, or to
the Investment Committee, under this Plan or the Trust, with respect to Plan assets
under its control.






	 	(c)	 	The appointment of an Investment Manger shall relieve the Committee, Board,
Company, and all other participating Employers from all fiduciary responsibility for
all Plan assets under the control of the Investment Manager, to the fullest extent
provided by law.





	 	 	 
	Article 6Payment of Benefits
	6.1

	 	General Rules for the Payment of Plan Benefits
	
 
	 	 







	 	(a)	 	General rules. Plan payments will only be made if prescribed by the
terms of the Plan. The principal rules for Plan payments are set out in this Article 6
and Article 8.






	 	(b)	 	Medium of distribution. Plan benefits will be payable only in cash, in
a single lump sum.






	 	(c)	 	Vesting is a condition of payment. Benefits under this Plan will be
payable only to a vested Participant, or to the Beneficiary of a vested Participant.






	6.2	 	Required Payment Date.






	 	(a)	 	Every vested Participant must receive his Plan benefit on his Required Payment
Date.






	 	(b)	 	The Required Payment Date is any day falling in the 90-day period immediately
following the later of: (1) the day that the Participant reaches age 55, or (2) the day
that is six months after the date of the Participant’s Separation from Service.






	 	(c)	 	The Participant will have no power or authority to select the start date of the
Plan benefit within the 90-day period; this determination shall be solely within the
discretion of the Committee.






	 	(d)	 	The Required Payment Date cannot be delayed or accelerated. It is a mandatory
payment date. Participants shall not be given any election or power to change the
timing of this date.






	6.3	 	Payments to a Beneficiary.






	 	(a)	 	If a Participant dies while in active service, or before his vested Plan
benefits have been distributed, then his unpaid accrued Plan benefit will be paid to
his Beneficiary.






	 	(b)	 	The Required Payment Date for a Beneficiary will be a day that falls during the
90-day period immediately following the Participant’s date of death.






	 	(c)	 	The Beneficiary will have no power or authority to select the start date of the
Plan benefit; this determination shall be solely within the discretion of the
Committee.






	 	(d)	 	If the Committee requires the Beneficiary to make Proper Application to receive
the benefit under this Section 6.3, it shall set deadlines by which the proper
Application must be completed. Should the Beneficiary fail to meet those deadlines,
then the Committee has the discretion to determine the Plan benefit forfeited, in order
to preserve the mandatory payments dates set under Section (b).






	6.4	 	FICA and Other Tax Withholding






	 	(a)	 	After a Participant becomes initially vested in his accrued Plan benefit, under
Section 4.2 or 4.3(b), his Employer may (or the Company may, on behalf of the
Employer), within the Employer’s or the Company’s sole discretion, remit to the
appropriate tax authorities an amount, sufficient in the Committee’s sole discretion to
satisfy all FICA, federal, and other tax or withholding tax requirements imposed on the
Participant or his Beneficiary, that are related to the accrued Plan benefit.






	 	(b)	 	If the Participant is actively employed as of the initial vesting date
determined under Section 4.2, then an amount equal to any withholding amount that is
paid by the Employer or Company under Section Article 6(a) may, within the sole
discretion of the Employer, be deducted from the Participant’s compensation, ratably
over a period of 12 continuous months, beginning with the date of vesting. These
deductions, if made, will be retained by the Employer, as reimbursement for the payment
made under Section Article 6(a).






	 	(c)	 	To the extent that any portion of the amount paid under Section Article 6(a)
has not been reimbursed to the Employer by the Participant’s or his Beneficiary’s
Required Payment Date, then that unreimbursed portion shall be deducted from benefits
payable under this Plan, and shall be retained by the Employer as reimbursement. The
provisions of this paragraph shall apply under all circumstances, without regard to the
reason why full deductions were not made from the Participant’s compensation.






	 	(d)	 	Alternatively, the Committee may require, upon a Participant’s becoming fully
vested under Section 4.2 or 4.3(b), as a condition of the Plan’s ultimate payment of
benefits, that the Participant or Beneficiary remit to the Company an amount,
sufficient in the Committee’s sole discretion to satisfy all FICA, federal, and other
tax or withholding tax requirements imposed on the Participant or his Beneficiary,
related to the accrued Plan benefit.






	 	(e)	 	The Committee’s request for any payment from a Participant or Beneficiary will
be subject to a deadline set by the Committee. Should the Participant or Beneficiary
fail to meet the deadline, then the Committee has the discretion to determine the Plan
benefit forfeited, in order to preserve the mandatory payments dates set under Sections
6.2 and 6.3(b).






	 	(f)	 	The Committee hereby specifically delegates to the Trustee or paying agent the
responsibility to be liable for income tax withholding, and to withhold the appropriate
amount from any payment made under the Plan, in accord with the provisions of
applicable law and regulation, and under the preceding provisions of this Section 6.4.






	6.5	 	Loans.






	 	(a)	 	No loans are permitted under this Plan.






	6.6	 	Withdrawals






	 	(a)	 	No in-service withdrawals, including hardship withdrawals, are permitted under
this Plan.






	6.7	 	No Automatic Rollovers.






Payments under this Plan shall be administered without regard to Code Section 401(a)(31).
Accordingly, no mandatory rollovers of any Plan payments to an IRA need ever be made under
this Plan.



	 	 	 	 	 
	Article 1Article 7	The Trust
	7.1

	 	Trustee
	 	

	
 
	 	 
	 	








	 	(a)	 	As set out in the definition of “Trust,” in Article 1, the Board has full
discretion as to whether or not a Trust will be established under this Plan. The
provisions of this Article 7 shall apply only in the event that a Trust is established,
and are effective only for any period during which a Trust is established.






	 	(b)	 	The Company may appoint one or more individuals or corporations to act as
Trustee under the Plan, and at any time may remove the Trustee and appoint a successor
Trustee. The Company may, without reference to or action by any Employee, Participant
or Beneficiary or any other Employer, enter into such Trust Agreement with the Trustee
and from time to time enter into such further agreements with the Trustee or other
parties, make such amendments to such Trust Agreement or further agreements and take
such other steps that the Company in its sole discretion may deem necessary or
desirable to carry the Plan into effect or to facilitate its administration.






	 	(c)	 	The Trustee and the Company may by mutual agreement in writing arrange for the
delegation by the Trustee to the Committee of any of the functions of the Trustee,
except the custody of assets, the voting of Company Stock held by the Trustee, and the
purchase and sale or redemption of securities.






	7.2	 	General Rules Regarding the Trust






	 	(a)	 	The Company may maintain a Trust in order to implement and carry out the
provisions of the Plan and to finance the benefits under the Plan, by entering into one
or more Trusts. The Trust is a part of this Plan, and all rights which may accrue to
any person under this Plan shall be subject to all the terms and provisions of the
Trust.






	 	(b)	 	The Trust shall separately account for the Contributions made by or on behalf
of each separate Employer, and also separately account for Contributions made by the
Loral Skynet division.






	 	(c)	 	All benefits payable under the Plan shall be paid under the Trust Agreement.






	7.3	 	Common Trust Funds






The Plan adopts and includes the provisions of any group or common trust fund in which the
Trust participates.



Article 8





4






General Provisions





	8.1	 	Effective Date of Plan Provisions






All Plan provisions are effective as of the Effective Date, unless the Plan specifically
provides for a different effective date.




	8.2	 	No Alienation or Assignment






Except as explicitly provided in this Article 8, all interests in this Plan, whether vested
or not, of any Participant, former Participant or Beneficiary, shall not be subject in any
manner to the debts or other obligations of the person to whom they are payable and shall
not be subject to transfer, anticipation, sale, assignment, alienation, bankruptcy, pledge,
attachment, charge, or encumbrance in any manner, either voluntarily or involuntarily;
including but not limited to execution, sequestration, or other legal or equitable process,
or transferability by operation of law in the event of bankruptcy, insolvency, or otherwise.
The sole exceptions to the preceding provisions of this Section 8.2 are that rights under
this Plan may be transferred by will, by the laws of descent and distribution, or under a
court-issued domestic relations order.




	8.3	 	QDROs






	 	(a)	 	The provisions of Section 8.2 shall not prevent the creation or assignment of
any individual’s right to a benefit payable with respect to a Participant, pursuant to
a Qualified Domestic Relations Order (QDRO).






	 	(b)	 	The procedures applicable to qualified domestic relations orders under the
Savings Plan shall fully apply to this Plan.






	 	(c)	 	Should any court order be issued after a Participant’s or Alternate Payee’s
death, it will be considered a QDRO only if it (1) relates to and reflects an earlier
order issued before death, and (2) meets the QDRO requirements.






	 	(d)	 	The Committee shall have final, discretionary authority to administer and
interpret any QDRO, including any uncertain terms, and to determine whether any order
is a QDRO, or whether any draft order meets the QDRO requirements .






	8.4	 	Plan Not Employment Contract






This Plan does not constitute a contract to employ, nor a consideration for the employment
of any person. It does not give to any person the right to be continued in employment; and
all Participants remain subject to change of salary, transfer, change of job, discipline,
layoff, discharge or any other change of employment status.




	8.5	 	Governing Law, Code §409A, and Construction of this Plan Document






	 	(a)	 	It is intended that the Plan conform to and meet the applicable requirements of
ERISA and the Code. Except to the extent preempted by ERISA, the validity of the Plan
or of any of its provisions shall be determined under, and it shall be construed and
administered according to, the laws of the state of Plan sponsor’s headquarters
(including its statute of limitations provisions, and all substantive and procedural
law, and without regard to its choice of laws provisions).






	 	(b)	 	This Plan is intended to conform to the Code, and shall be interpreted and
administered accordingly.






	 	(c)	 	This Plan is intended to be compliant with Code §409A (“409A”). The Plan shall
be interpreted and administered to realize that intent.






	 	(1)	 	This Plan shall be administered and interpreted to be fully
compliant with 409A, even if this document fails to fully reflect all required
409A provisions and requirements, or even if its provisions are ambiguous.






	 	(2)	 	In connection with the preceding paragraph, if any provision of
the Plan document is found to be noncompliant with Code § 409A in any
jurisdiction, the provision shall be struck as void ab initio and a compliant
provision shall be deemed substituted for the noncompliant provision, so that
the substituted compliant provision may preserve, to the maximum lawful extent,
the intent that this Plan shall be compliant under 409A.






	 	(3)	 	Any court or arbitrator taking the actions set out in the
preceding paragraph shall have the authority and shall be instructed to
substitute a 409A compliant provision. Provided, however, that if any
noncompliance under 409A is due to a deficiency of one or more Plan terms or
provisions, then appropriate terms or provisions shall be deemed to be added to
cure the noncompliance, so that the addition preserves, to the maximum lawful
extent, the intent that the Plan be exempt or compliant under 409A. Any such
court or arbitrator shall have authority and shall be instructed to supplement
the Plan document with the appropriate compliant terms or provisions.






	8.6	 	Gender and Number






Whenever any words are used in this Plan in the masculine gender, they shall be construed as
though they were also used in the feminine gender, whenever this would be appropriate.
Similarly, whenever any words are used in the singular or plural form, they shall be
construed as though they were also used in the other form, whenever appropriate.




	8.7	 	Headings of Sections and Articles






The headings of Sections and Articles are included solely for convenience. They are not
intended to define, limit, or aid in the interpretation of the text which they head.




	8.8	 	Illegality of Particular Provisions






The illegality of any particular provision of this Plan shall not affect any other Plan
provisions, and the Plan shall be construed in all respects as if the invalid provision were
omitted.




	8.9	 	Mistaken Payments






	 	(a)	 	No Participant or Beneficiary shall have any right to any payment made






	 	(1)	 	in error






	 	(2)	 	in contravention to the terms of the Plan, the Code, or ERISA
or






	 	(3)	 	because the Committee or its delegates were not informed of any
death.






	 	(b)	 	The Committee shall have full rights under the law and ERISA to recover any
such mistaken payment, and the right to recover attorney’s fees and other costs
incurred with respect to such recovery. Recovery shall be made from future Plan
payments, or by any other available means.






	8.10	 	Receipt is Release for Payments and Claims






Any payment made under this Plan to any Participant, Beneficiary, or to any representative,
guardian or any other person or entity acting on behalf of such a recipient under Section
8.15 or any other Plan provision, shall fully satisfy all rights and claims arising under
this plan against the Trustee, Committee, any other Plan fiduciary, and the Employer. The
Committee and the Trustee may require any such Participant, Beneficiary or representative
described in Section 8.15 or any other Plan provision, as a condition precedent to such
payment, to execute a receipt and release from all claims and liability, in any form
required by the Trustee or the Committee.




	8.11	 	Missing Participant or Beneficiary






	 	(a)	 	The Committee shall make all reasonable attempts to determine the identity and
address of a Participant or Beneficiary who is entitled to payment under the Plan.






	 	(1)	 	For this purpose, a reasonable attempt means (a) mailing by
certified mail of a notice to the distributee’s last known address, shown on
the Employer’s or the Committee’s records, and (b) notification sent to the
Social Security Administration (under its program to identify payees under
retirement plans).






	 	(b)	 	If after a reasonable attempt the Committee cannot locate the Participant or
Beneficiary, then, 5 years after the benefit first became payable under Article 6, a
notice may again be mailed to the last known address of the Participant. If the
Participant does not respond within three months, the Committee may elect, upon advice
of counsel, to remove all records of the Participant’s Accounts from the Plan’s current
records, and the former Account balances shall be used to offset future Employer
Contributions, or for any other Employer purpose, as the Committee shall determine. If
the Participant or his Beneficiary subsequently presents a valid claim for benefits to
the Committee, the Committee may cause the Account, equal to the amount which was
expunged from the records under this Section, to be restored and paid, under Article 6,
if the Committee determines such action to be appropriate.






	 	(1)	 	Alternatively, the relevant, unpaid Account balances may be
held by the Trust, or by the fiduciary with respect to Plan assets.






	8.12	 	Right to Plan Benefits






	 	(a)	 	The rights or entitlement of any Participant or Beneficiary shall be no greater
than those of an unsecured general creditor of the appropriate Employer, subject to the
Trust Agreement (if established).






	 	(b)	 	No person has any right or interest in Plan assets except as expressly provided
in the Plan.





	 	 	 
	8.13

	 	Payment of Plan Expenses.
	
 
	 	 
	8.14

	 	Plan expenses shall be paid as prescribed by Section 3.9.

Exclusive Benefit and Return of Employer Contributions
	
 
	 	 







	 	(a)	 	The Committee’s obligation to administer the Plan for the exclusive benefit of
Participants and Beneficiaries will nevertheless permit the return of Employer
Contributions to the Employer, in the following circumstances:






	 	(1)	 	if a Contribution or a portion of a Contribution is made with
respect to this Plan by the Employer by a mistake of fact, mistake of law, or
miscalculation, then that amount may be returned to the Employer, or






	 	(2)	 	if the Plan is terminated, and all vested Plan benefits are
distributed.






	 	(b)	 	Contributions returned to the Employer will be adjusted to reflect the earnings
and losses experienced since they were initially made, so that the precise amount
returned to the Employer may be greater or lesser than the Contribution amount.






	 	(1)	 	Deemed Contributions will not result in any return of monies to
the Employer.






	8.15	 	Incompetency or Minority of Distributee






	 	(a)	 	In the event the Committee determines in its discretion that any Participant or
Beneficiary, receiving or entitled to receive benefits under the Plan is incompetent to
care for his affairs, and in the absence of the appointment of a legal guardian of the
property of the incompetent, benefit payments due under the Plan (unless prior claim
has been made by a duly qualified guardian, committee or other legal representative)
may be made to the spouse, parent, brother or sister or other person, including a
hospital or other institution, deemed by the Committee to have incurred or to be liable
for expenses on behalf of such incompetent.






	 	(b)	 	In the absence of the appointment of a legal guardian of the property of a
minor, any minor’s share of benefits payable under the Plan may be paid to such adult
or adults as in the discretionary opinion of the Committee have assumed the custody and
principal support of such minor.






	 	(c)	 	The Committee, however, in its sole discretion, may require that a legal
guardian for the property of any such incompetent or minor be appointed, before
authorizing the payment of benefits in such situations.






	 	(d)	 	Neither the Trustee, the Committee, any other fiduciary, nor any Employer shall
be required to verify or insure that any distributions made to any third parties under
this Section are applied for the benefit of such minor or incompetent or incapacitated
Beneficiary.






	 	(e)	 	If an immediate determination under this Section 8.15 cannot be made, then
Section 8.16 shall apply.






	8.16	 	If Proper Payee Cannot Be Immediately Determined






	 	(a)	 	If the Committee is in doubt as to either the right of any person to receive a
Plan benefit, or the correct person to receive a payment, the Committee may direct the
Trustee or other payor:






	 	(1)	 	to retain such amount until the rights to the payment are
determined






	 	(i)	 	neither interest nor earnings will be credited
with respect to the amount, during the period of retention by the
Trustee or other payor






	 	(2)	 	to pay the amount into any court of appropriate jurisdiction
and this payment to court shall be a complete discharge of the liability of the
Plan and the Trust (if established) with respect to the underlying Plan
benefit, and the payment to court, or






	 	(3)	 	to make payment only upon receipt of a bond or similar
indemnification (in such amount and in such form as is satisfactory to the
Committee).






	8.17	 	Notice to the Committee






If any provision in the Plan describes an Employee or Beneficiary’s election application, or
notice to the Committee, then any such action shall only be effective if it is made by
Proper Application. Any such written communication shall be deemed to have been made or
given on the date received by the Committee or its delegate.




	8.18	 	Conclusiveness of Records






In administering the Plan, the Committee may conclusively rely upon the Employer’s payroll
and personnel records maintained in the ordinary course of business.




	8.19	 	Unfunded Plan






	 	(a)	 	The Plan is intended to constitute an unfunded, nonqualified deferred
compensation, excess benefit pension plan for a select group of management or highly
compensated employees, for the purposes of ERISA.





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IN WITNESS WHEREOF, on behalf of Loral Space & Communications Inc., a Company officer
or Committee member, authorized under this Plan, has executed this Plan, the Loral Savings
Supplemental Executive Retirement Plan, informally known as the Loral Savings SERP, the Loral DC
SERP, and the Loral 401(k) SERP, this 17th day of December 2008.



	 
	on behalf of Loral Space & Communications Inc.

By: /s/ Michael B. Targoff

	 

	Signature

Printed name: Michael B. Targoff

	 

	Title: Chief Executive Officer and President

	 








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