EX-10.1






Exhibit 10.1




First Community Bancshares, Inc. and Affiliates

Executive Retention Plan




Effective January 1, 2005, the Employer amends and restates the First Community Bancshares, Inc.
and Affiliates Executive Retention Plan and Agreement.



WHEREAS, the Employer originally established this Plan effective February 2, 2000.



WHEREAS, it is the intention of the Employer to establish a non-qualified supplemental pension plan
for the sole and exclusive benefit of its eligible Employees who qualify as Participants hereunder
and their Beneficiaries, as herein provided. The purpose of this Plan is to provide a supplemental
retirement income benefit to a select group of management and highly compensated employees of the
Employer who are determined by the Employer to be eligible to participate.



WHEREAS, this amendment and restatement is intended to be a “good faith” compliance with the
Section 409A of the Internal Revenue Code.



WHEREAS, this amended and restated Plan embodied herein has been duly approved and authorized by
the Board of Directors of said Company.



NOW, THEREFORE, THIS AGREEMENT,




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ARTICLE 1 — DEFINITIONS




The following terms shall have the meaning indicated when capitalized throughout this document,
unless the context clearly indicates otherwise.




	1.1	 	Accrued Benefit shall mean the monthly retirement benefit a Participant would receive
at his Normal Retirement Date based on the retirement benefit formula set forth in Section
4.2(a)(1) or 4.2(a)(2) of the Plan, determined using such Participant’s Final Average
Compensation and his number of actual Years of Benefit Service (as to the date of the
determination of his Accrued Benefit). The amount of a Participant’s Accrued Benefit is
determined as follows:
	 
	 	 	A Participant’s projected benefit at his Normal Retirement Date is calculated in accordance
with Section 4.2(a)(1) or 4.2)a)(2) herein, using the Participant’s expected Years of
Benefit Service as of his Normal Retirement Date, but using his Final Average Compensation
as of the accrual date, multiplied by a ratio (not to exceed 1.0) of (a) over (b), where:






	 	(a)	 	Is the number of the Participant’s actual Years of Benefit
Service as of the accrual date, and
	 
	 	(b)	 	Is the number of Years of Benefit Service that the Participant is
expected to complete if he were to continue in the employment of the
Employer until his Normal Retirement Date.






The amount as determined above shall equal a Participant’s Accrued Benefit as of his accrual
date.




	1.2	 	Actuarial (or Actuarially) Equivalent shall mean a benefit of equivalent value to the
Normal Annuity Form determined by generally accepted actuarial principles. All alternate forms
of distribution shall be Actuarially Equivalent to the Normal Annuity Form of distribution at
the Normal Retirement Date.
	 
	 	 	For benefit payment paid other than a lump sum, the conversion to an alternate form
shall be based upon the 1983 Group Annuity Mortality Table assuming the Participant is male
and with an 8.0% interest assumption.
	 
	 	 	Any benefits paid as a lump sum, the Actuarial Equivalent of such benefit shall be
determined using (i) the 1984 Unisex Mortality Table adjusted for a 20% female content and
(ii) using an interest equal to the greater of either 7.0% or the 30 Year US
Treasury average Bond rate in effect two months prior to the date of any lump sum payment.
	 
	1.3	 	Affiliated Employer shall mean the Employer and any corporation which is a member of
a controlled group of corporations (as defined in Section 414(b) of the Code) which includes
the Employer; any trade or business (whether or not incorporated) which is under common
control (as defined in Section 414(c) of the Code) with the Employer; any organization
(whether or not incorporated) which is a member of an affiliated service group (as defined in
Section 414(m) of the Code) which includes the Employer; and any other entity required to be
aggregated with the Employer pursuant to regulations under Section 414(o) of the Code.
	 
	 	 	For purposes of this Section 1.3, the term “controlled group” means any two or more
corporations, trades or businesses under common control of which the Employer is a member,
or two or more “affiliated organizations” under Code Section 414(m). The term




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	 	 	“two or more corporations, trades or businesses under common control” will include any group
of corporations, trades or businesses which is either:






	 	(a)	 	A parent-subsidiary group, or
	 
	 	(b)	 	A brother-sister group, or
	 
	 	(c)	 	A combined group






within the meaning under Code Sections 414(b), 414(c), and 414(m) and their regulations.


Refer to Section 1.21 for a list of Affiliated Employers.




	1.4	 	Annuity Starting Date shall mean the first day of the first month for which a benefit
under this Plan is payable in the form of an annuity whether or not such benefit commences on
such date.
	 
	1.5	 	Applicable Guidance means as the context requires Code Sections 83, 409A, and 457;
and Treas. Reg. 1.83, Treas. Reg. 1.409A, Treas. Reg 1.457; and any other written Treasury or
IRS guidance regarding or affecting Code Sections 83, 409A, or 457. Applicable Guidance also
includes through December 31, 2006, or other applicable date, Notice 2005-1.
	 
	1.6	 	Beneficiary shall mean any person or legal entity designated by a Participant to
receive benefits under this Plan.
	 
	1.7	 	Board shall mean the Board of Directors of the Employer.
	 
	1.8	 	Break-In-Service shall mean the failure of a Participant to complete more than five
hundred (500) Hours of Service during a twelve (12) consecutive month Plan Year period.
	 
	1.9	 	Change in Control shall mean the occurrence of one of the following three (3) events:






	 	(a)	 	Change in Ownership of the Employer - A “change in ownership” occurs on the
date that any one person, or more than one persons acting as a group, acquires
ownership of stock of the Employer that, together with stock already held by such
person or group, constitutes more than 50% of the total fair market value or total
voting power of the stock of the Employer.
	 
	 	(b)	 	Change in Effective Control of the Employer - A “change in effective control”
occurs on the date either one of the following events occurs:






	 	(i)	 	Any one person, or more than one person acting as a group
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) ownership of stock of the
Employer possessing 30% or more of the total voting power of the stock of the
Employer; or
	 
	 	(ii)	 	A majority of members of the Employer’s Board of Directors are
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Employer’s Board of
Directors prior to the date of the appointment or election; provided that for
purposes of this paragraph (b) the term Employer shall refer to the Employer
for which no other corporation is a majority shareholder for purposes of this
paragraph.




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	 	(c)	 	Change in the Ownership of a Substantial Portion of the Assets of the Employer.
A “change in the ownership of a substantial portion of the assets of the Employer”
occurs on the date that any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the most
recent acquisition by such person or persons) assets from the Employer that have a
total gross fair value equal to 40% or more of the total gross fair market value of all
the assets of the Employer immediately prior to such acquisition or acquisitions.






The occurrence of an event described in this Section 1.9 must be objectively determinable.




	1.10	 	Code means the Internal Revenue Code of 1986, as amended.
	 
	1.11	 	Committee shall mean the Compensation Committee of the Board (or other Committee that
maybe appointed by the Board) provided for in Article 10 of the Plan.
	 
	1.12	 	Compensation — Compensation for purposes of this Plan shall mean the Participant’s
Initial Base Compensation which is the annualized base monthly salary of a Participant in
affect as of the date that a Participant enters the Plan. Appendix A lists the Initial Base
Compensation for each Participant. A Participant’s Initial Base Compensation shall include any
amount of salary deferred under any other qualified Employer sponsored plan under Code
Sections 125, 401(k), or any other qualified or non-qualified Cash or Deferred Arrangement. A
Participant’s Initial Base Compensation and subsequent annual Base Compensation shall exclude
any bonuses, incentive pay, and extra form of extra compensation. For each subsequent Plan
Year, a Participant’s annual Base Compensation is assumed to increase three percent (3%) more
than the preceding Plan Year; actual wage increases shall be disregarded and the three percent
(3%) shall be used in lieu of any actual wage increase.
	 
	1.13	 	Computation Periods:






	 	(a)	 	Accrual of Benefit Computation Period — The 12 consecutive month
period beginning with the first day of the Plan Year and ending with the last day of
the Plan Year during which an Employee is credited with at least 750 or more Hours of
Service. Thus, if an Employee is not credited with at least 750 Hours of Service
during a Plan Year, he is not given credit for a year of benefit accrual for that
Plan Year.
	 
	 	(b)	 	Vesting Computation Period — Means each calendar year, or Plan Year
during which a Participant is expected to complete at least 750 Hours of Service.






	1.14	 	Dates:






	 	(a)	 	The Original Effective Date of the Plan was February 2, 2000.
	 
	 	(b)	 	Anniversary Date shall mean January 1 of each calendar year.
	 
	 	(c)	 	Plan Year: The Plan Year shall begin each January 1 and end the
following December 31.
	 
	 	(d)	 	Entry Date shall mean the first day of the Plan Year (January 1).






	1.15	 	Disability or Disabled shall mean that the Participant either is:




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	 	(a)	 	Unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months, or
	 
	 	(b)	 	By reason of any medically determinable physical or mental impairment (which
can be expected to result in death or can be expected to last for a continuous period
of not less than 12 months) receiving income replacement benefits for a period of 3 or
more months under an accident and health plan covering employees of the Employer, or
	 
	 	(c)	 	Determined to be disabled by the Social Security Administration.






However, for purposes of this Plan, no Participant shall be deemed Disabled if his
disability results from injury incurred while engaging in any illegal or felonious
enterprise, or intentionally self-inflicted injury,




The Employer may require proof of continued Disability from time to time, but not more
frequently than once in any six (6) month period.




	1.16	 	Early Retirement Age means age 60.
	 
	1.17	 	Early Retirement Date means the first day of the month coinciding with or next
following the Participant’s 60th birthday provided that the Participant has
completed at least 20 Years of Service and has incurred a Separation of Service from the
Employer. A Participant shall become 100% vested in his Accrued Benefit upon reaching his
Early Retirement Date.
	 
	1.18	 	Eligible Spouse shall mean one to whom a Participant is married on the date the
Participant’s benefits under this Plan are to commence.
	 
	1.19	 	Eligible Employee shall mean any Employee of the Employer who is “highly compensated”
(as provided in ERISA Sections 201(2), 301(a)(2), and 401(a)(1)) and other senior management
Employees of the Employer, recommended by the Chief Executive Officer of the Employer and as
approved by the Compensation Committee of the Board.
	 
	1.20	 	Employee shall mean any person on the payroll of the Employer who is subject to
withholding for purposes of Federal income taxes and for purposes of the Federal Insurance
Contributions Act.
	 
	1.21	 	Employer or Company shall mean First Community Bancshares, Inc. (55-0694814) a Nevada
corporation, or any other organization which has adopted the Plan with the consent of such
establishing employer; and any successor of such employer. The term Employer shall also apply
to any subsidiary or affiliated corporations, who adopt the Plan and who, at the time such
reference applies, are included in the list of Affiliated Employers set forth below. For the
purpose of this Plan, First Community Bancshares, Inc. shall be deemed the representative of
each Employer and any action taken by First Community Bancshares, Inc. shall be binding on all
Employers.





Affiliated Employers




First Community Bank N.A.

GreenPoint Insurance Group, Inc.




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An Employer may be removed from the above list as of the date on which it ceases to be
subsidiary to, affiliated with, or allied with First Community Bancshares, Inc., or such
Employer loses its status as a legal entity by means of dissolution, merger, consolidation,
bankruptcy, or otherwise. An Employer shall also be removed from the list of Employers upon
the termination of the Plan for that Employer.




As used in the further provisions of the Plan, the term Employer shall be deemed to apply to
each Employer independently.




	1.22	 	ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, and
regulations and guidance issued thereunder.
	 
	1.23	 	Gender and Number — The masculine pronoun shall include the feminine and the singular
shall include the plural.
	 
	1.24	 	Hour of Service shall mean each hour for which an Employee is either directly or
indirectly paid, or entitled to payment by the Company for the performance of duties during
the applicable computation period.






	 	(a)	 	Crediting Hours — Hours shall be credited to an Employee for the
Computation Period or periods in which the duties were performed. Each hour for which
any back pay, irrespective of mitigation of damages, has been either awarded or agreed
to by the Company, shall be credited to the Employee for the Computation Period or
periods to which the award or Agreement pertains (and not the Computation Period in
which the award, Agreement or payment is made). Salaried and commissioned Employees
employed by the Employer whose compensation is not determined on the basis of hours
worked and whose hours are not required to be recorded by any other Federal law shall
be credited with forty (45) Hours of Service per week for which the Employee is
performing services on behalf of the Company; provided, however, that this alternative
method for salaried and commissioned Employees may only be used if it results in
crediting an Employee to whom it is applied with at least seven hundred fifty (750)
Hours of Service for the respective computation period.
	 
	 	 	 	An Hour of Service shall be credited for each hour for which an Employee is paid or
entitled to payment by the Employer on account of a period of time during which no
duties were performed (irrespective as to whether his employment relationship has been
terminated) due to vacations, holidays, illness, incapacity, including disability,
layoff, jury duty, military duty, or leave of absence.
	 
	 	(b)	 	Leave of Absence Without Pay — A Leave of Absence under the Employer’s standard
personnel practices granted as such by the Employer for reasons of illness, injury,
pregnancy, reduction of work force, educational purposes or for periods of military
service during which the Participant’s re-employment rights are protected by law shall
not be considered a Separation from Service provided that the Participant shall return
to the service of the Employer within ninety (90) days after such Leave of
Absence. If the Participant shall not so return, he shall be deemed to have terminated
employment at the time the absence commenced. No credit for Hours of Service shall be
given for Leave of Absence without pay. An Hour of Service required by Federal law to
be credited to an Employee (such as for military duty) shall be credited as an Hour of
Service under this Plan.




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	 	 	 	This definition of Hour of Service shall be construed so as to resolve any ambiguities
in favor of crediting Employees with Hours of Service.
	 
	 	(c)	 	Department of Labor Regulations 2530-200b-2(b) and (c) are herein
incorporated by reference.
	 
	 	(d)	 	Maternity and Paternity Leave — Solely for purposes of determining
whether a Break in Service (as defined in Section 1.8 for participation and vesting
purposes), has occurred in a Computation Period, an individual who is absent from work
for maternity or paternity reasons shall receive credit for the Hours of Service which
would otherwise have been credited to such individual but for such absence, or in any
case in which such hours cannot be determined, eight (8) Hours of Service per day of
such absence shall be credited, subject to a Maximum of 501 Hours of Service credited
under this paragraph for Maternity or Paternity Leave of Absence.
	 
	 	 	 	For purposes of this sub-paragraph (d), an absence from work for maternity or paternity
reasons means an absence (1) by reason of the pregnancy of the individual, (2) by reason
of a birth of a child of the individual, (3) by reason of the placement of a child with
the individual in connection with the adoption of such child by such individual, or (4)
for purposes of caring for such child for a period beginning immediately following such
birth or placement. The Hours of Service credited under this sub-paragraph (d) shall be
credited (1) in the Computation Period in which the absence begins if the crediting is
necessary to prevent a Break in Service in that period, or (2) in all other cases, in
the following Computation Period.






	1.25	 	Insurer — Any insurance company licensed to do business in any state where this Plan
is located.
	 
	1.26	 	Normal Annuity Form — The Normal Annuity Form shall be a 10 Year Certain and Life
Annuity which provides monthly payments to the Participant, the first payment to be paid on
the first day of the month coinciding with or next following such Participant’s benefit
commencement date, if he is then living, and subsequent payments of an equal amount monthly
continuing for his lifetime and ceasing at his death, provided at least 120 consecutive
monthly payments have been made.
	 
	1.27	 	Normal Retirement Age - shall mean a Participant’s 62nd birthday provided
a Participant has completed 5 or more Years of Benefit Service with the Employer.
	 
	1.28	 	Normal Retirement Date for a Participant shall be the later of (i) first day of the
month coinciding with or next following the Participant’s Normal Retirement Age, or (ii) the
fifth anniversary of the date that the Employee first became a Plan Participant.
	 
	1.29	 	Participant shall mean any Eligible Employee, or former Eligible Employee (or
beneficiary thereof) who has retired, or Employee of the Employer who has met the eligibility
and participation requirements of the Plan pursuant to Article 2 herein, provided that any
former Employee who has been paid in full through means of a lump sum distribution shall not
be considered a Participant under this Plan unless and until he shall be rehired as an
Employee and again meet the requirements of Article 2 herein. See Appendix A for a list of
Plan Participants.
	 
	1.30	 	Payment Election Form shall mean the Initial Payment Election form (Appendix B) on
which the Participant initially elects the form of payment of his retirement benefits. This




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	 	 	Payment Election form should be completed within 30 days following the date that the
Participant enters the Plan unless it is changed by means of a Subsequent Payment Election
as defined in Section 1.37 below.
	 
	1.31	 	Plan shall mean the First Community Bancshares, Inc. and Affiliates Executive
Retention Plan as embodied in this instrument, any and all supporting documents, and all
subsequent amendments and supplements thereto.
	 
	1.32	 	Plan Administrator shall mean the Compensation Committee of the Board, unless
otherwise designated by the Board.
	 
	1.33	 	Payment Events means those events that permit a payment to be made to a Participant
or his Beneficiary from this Plan. Such payment events are limited to the following
occurrences:






	 	(a)	 	Death,
	 
	 	(b)	 	Disability as defined in Section 1.15,
	 
	 	(c)	 	Attainment of Normal Retirement Age or Early Retirement Date,
	 
	 	(d)	 	Separation from Service due to Involuntary Termination “without cause,”
	 
	 	(e)	 	Voluntary Separation from Service with a Vested benefit in accordance with
Section 8.2(vi),
	 
	 	(f)	 	Plan Termination in accordance with Section 15.2
	 
	 	(g)	 	Separation from Service within 24 months following a Change of Control.






	1.34	 	Separation from Service means the date of an Employee’s Separation from Service
within the meaning of Applicable Guidance and further includes a termination of employment
with the Employer whether on account of death, Disability, retirement or otherwise.
Furthermore, in considering whether a Separation from Service has occurred, the following
special rules will apply:






	 	(a)	 	Effect of Leave of Absence. An Employee does not incur a Separation
from Service if the Employee is on military leave, sick leave, or other bona fide leave
of absence (such as temporary employment by the government), if such leave does not
exceed a period of 6 months, or if longer, the period for which a statute or contract
provides the Employee with the right to reemployment with the Employer. If a
Participant’s leave exceeds 6 months but the Participant is not entitled to
reemployment under a statute or contract, the Participant incurs a Separation from
Service on the next day following the expiration of 6 months.
	 
	 	 	 	A “leave of absence” must be a bona fide leave of absence where there is a reasonable
expectation that the Participant will return to the service of the Employer. Under a
“disability leave of absence,” the employment relationship will be treated as continuing
for a period of up to 29 months, unless otherwise terminated by the Employer or the
employee regardless as to whether the employee retains a contractual right to
re-employment.
	 
	 	(b)	 	Insignificant Service. If an Employee continues to perform services for
the Employer, but the services are not more than insignificant, the Employee incurs a
Separation from Service. For this purpose, an Employee will be deemed to provide more
than insignificant service (and no Separation from Service occurs) if the Employee
provides bona fide services which are equal to at least 20% of the average annual
services performed during the immediately preceding three full calendar years of
employment, or if less, the period the Employer employed the Employee.




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	 	(c)	 	Significant Non-Employee Service. In addition, a former Employee who
continues to render significant services to the Employer in a non-Employee capacity is
not deemed to have incurred a Separation from Service. For this purpose a former
Employee is deemed to render significant service if the former Employee provides
service to the Employer and receives annual remuneration from the Employer which is
equal to at least 50% of the average annual remuneration earned during the immediately
preceding three full calendar years of employment, or if less, the period the Employer
employed the Employee.
	 
	 	(d)	 	Employer Determination. The Employer will determine whether an Employee
has incurred a Separation from Service: (i) based on the facts and circumstances; (ii)
subject to the provisions of this Section 1.34; and (iii) without application of the
“same desk rule” under Rev. 79-336 and Rev. Rul. 80-229. The Employer will determine
whether an Employee has incurred a Separation from Service in accordance with Treas.
Reg. §1.409A-1(h) and Applicable Guidance.






	1.35	 	Service






	 	(a)	 	Years of Service






	 	(1)	 	Years of Service prior to January 1, 2000, shall mean
all of an Employee’s full calendar years and months of continuous employment
with the Employer, provided the Participant was employed by the Employer on
January 1, 2000.
	 
	 	(2)	 	Years of Service on or after January 1, 2000, shall
mean all Plan Years during which an Employee completed 750 or more Hours of
Service with the Employer or any Affiliated Employer, provided that the
following special provisions shall apply:






	 	(i)	 	With respect to an Employee who had a Break
in Service before 2000, and before he had any vested interest in
his Accrued Benefit under this Plan, then all such Years of Service
prior to such break shall be disregarded if the number of consecutive
1-Year Breaks in Service equals or exceeds the aggregate number of
Years of Service earned prior to the Break(s) in Service.
	 
	 	(ii)	 	With respect to an Employee who shall have a
Break in Service after January 1, 2000, and before he shall
have any vested interest in his Accrued Benefit under this Plan, all
such Years of Service prior to such break shall be disregarded if the
number of consecutive 1-Year Breaks in Service equals or exceeds five
(5) consecutive 1-Year Breaks in Service.






	 	(3)	 	However, any periods during which an Employee is on a Leave of
Absence without compensation or on a layoff shall not be considered for
purposes of a Year of Service or a Year of Benefit Service.






	 	(b)	 	Years of Benefit Service shall mean all of a Participant’s Years of
Service as an Employee including Years of Service prior to the adoption of this Plan.
However, notwithstanding the provisions of this Section 1.35, if a Participant retires
or has a Break-in-Service and shall have received payment for all of his vested
Accrued Benefit under the Plan, or the Actuarial Equivalent thereof, and shall
subsequently re-




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	 	 	 	enter service, service prior to such retirement or Break-in-Service shall be
disregarded for the purpose of determining Years of Benefit Service.






	1.36	 	Specified Employee means a Participant who is a “Key Employee” as described in Code § 416(i),
disregarding paragraph (5) thereof. However, a Participant is not a Specified Employee unless
any stock of the Employer is publicly traded on an established securities market or otherwise.
If a Participant is a Key Employee at any time during the 12 months ending on the December 31
(identification date), the Participant is a Specified Employee for the 12 month period
commencing on the first day of the three month following the identification date. The Employer
has designed the December 31 as the identification date and the same identification date must
apply as to all deferred compensation arrangements of the Employer. The Employer may amend
this Plan to change the identification date but any such amendment is not effective for 12
months after the adoption of the amendment.
	 
	 	 	The Employer’s election of an identification date of December 31, applies to any Separation
from Service occurring on or after January 1, 2005. The Employer, in determining whether
this Section 1.36 and all related Plan provisions apply, will determine whether the Employer
has any publicly traded stock as of the date of a Participant’s Separation from Service. In
the case of a spin-off or merger, or in the case of nonresident alien Employees, the
Employer will apply the Specified Employee provisions of the Plan in accordance with Treas.
Reg. § 1.409A-1(i) and other Applicable Guidance.
	 
	1.37	 	Subsequent Payment Election shall mean an election by a Participant or a Beneficiary
that is made after the Participant has already entered the Plan. To be recognized by the
Plan, a Subsequent Payment Election must meet the requirements of Section 9.3.
	 
	1.38	 	Terminate or Termination of Employment shall mean that a Participant has had a
Separation from Service.





ARTICLE 2 — ELIGIBILITY





	2.1	 	Requirements for Participation — Any Eligible Employee who was a Participant in this
Plan on December 31, 2004, shall continue to participate as of January 1, 2005. Effective
January 1, 2005, any Eligible Employee may participate in the Plan on January 1, 2005 or any
subsequent Plan Entry Date (each January 1) if so approved by the Committee.





ARTICLE 3 — EARLY RETIREMENT





	3.1	 	Early Retirement Benefit — A Participant who has reached Early Retirement Age will
be entitled to an Early Retirement Benefit provided he has completed at least 20 Years of
Service and has incurred a Separation from Service from the Employer. However, unless the
Participant elects a deferred commencement date as provided in Section 9.2, the commencement
of a Participant’s Early Retirement benefit shall automatically commence on the Participant’s
Early Retirement Date, provided the Participant is still living at that time and has had a
Separation from Service from the Employer.
	 
	 	 	Subject to the “6 months” rule for Specified Employees in Section 9.4(c), monthly benefit
payments in the Normal Form of Annuity will start on a Participant’s Early Retirement Date,
unless the Participant (i) elects otherwise on his Initial Payment Election Form or (ii) has
elected to defer the commencement by making a Subsequent Payment Election in accordance with
Section 9.3(a).




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	3.2	 	Amount And Form of Early Retirement Benefit —






	 	(a)	 	If the payment of benefits commences on or after a Participant’s Early
Retirement Date, but prior to his Normal Retirement Date, the amount of the
benefit shall be the Participant’s Accrued Benefit as of his Early Retirement Date,
reduced by one-one hundred eightieth (1/180) for each of the months by which the
starting date of the benefit precedes the Participant’s Normal Retirement Date. The
Actuarial Equivalent of the Participant’s Accrued Benefit shall be paid in the (Normal
Annuity Form) form of a 10 Year Certain & Life Annuity with 120 guaranteed monthly
payments, unless the Participant elects another Form of Payment (i) on his Initial
Payment Election Form or (ii) by making a Subsequent Payment Election in accordance
with Section 9.3.
	 
	 	(b)	 	If the payment of benefits is deferred until his Normal Retirement Date or
later date, the amount of the benefit payable as of his Normal Retirement Date or
later date shall be the Participant’s Accrued Benefit as of his Early Retirement Date.
The Actuarial Equivalent of the Participant’s Accrued Benefit shall be paid in the
(Normal Annuity Form) form of a 10 Year Certain and Life Annuity with 120 guaranteed
monthly payments, unless the Participant elects another Form of Payment (i) on his
Initial Payment Election Form or (ii) by making a Subsequent Payment Election in
accordance with Section 9.3.





ARTICLE 4 — NORMAL RETIREMENT





	4.1	 	Vesting at Normal Retirement — At Normal Retirement Age each Participant shall have a
100% vested right to his Normal Retirement Benefit.
	 
	4.2	 	Amount of Normal Retirement Benefit — The amount of the monthly Normal Retirement
Benefit, payable in the Normal Annuity Form, shall be determined as follows:






	 	(a)	 	Determination of Normal Retirement Benefit — Each Participant shall be
entitled to receive a monthly retirement benefit commencing on his Normal Retirement
Date provided he has incurred a Separation from Service, or Deferred Retirement Date,
(unless he elects otherwise in accordance with Section 9.3), in an amount equal to
one-twelfth (1/12) of (1) or (2) below:






	 	(1)	 	Group A Participants— Means those Participants who
entered this Plan prior to January 1, 2009. — All such Participants shall
receive a Normal Retirement Benefit equal to:






Thirty-five (35%) of a Participant’s Final Average Compensation, subject
to a maximum benefit of $80,000 per calendar year.




	 	(2)	 	Group B Participants— Means any Participant who entered
this Plan after December 31, 2008. All such Group B Participants shall receive
a Normal Retirement Benefit equal to:






One and one-half percent (1.5%) of such Participant’s Final Average
Compensation multiplied by his number of Years of Benefit Service,
subject to a maximum Normal Retirement Benefit of thirty-five percent
(35%) of a Participant’s Final Average Compensation, subject to a maximum
benefit of $80,000 per calendar year.



11









 






	 	(b)	 	Final Average Compensation — A Participant’s “Final Average
Compensation” shall not be based on actual a Participant’s actual compensation but
shall be based on a calculation which is determined by an average of the last three
(3) full calendar years of his Compensation while employed by the Employer, including
any service with any employer acquired by the Employer. In computing the average
Compensation, a Participant’s Initial Base Compensation (see Section 1.12) is assumed
to increase at a compounded annual rate of three percent (3%) per calendar year.






	4.3	 	Commencement of Normal Retirement Benefit. Subject to the “6 months” rule for
Specified Employees in Section 9.4(c) and provided the Participant has incurred a Separation
from Service from the Employer, monthly payments of a Participant’s Normal Retirement Benefit
shall start as of the Participant’s Normal Retirement Date unless the Participant (i) elects
otherwise on his Initial Payment Election Form or (ii) has elected to defer the commencement
by making a Subsequent Payment Election in accordance with Section 9.3.





ARTICLE 5 — DEFERRED RETIREMENT





	5.1	 	Deferred Retirement. A Participant may retire later than his Normal Retirement Date.
Subject to the “6 months” rule for Specified Employees in Section 9.4(c), should any
Participant continue in the service of the Employer beyond his Normal Retirement Date, his
Normal Retirement Benefit shall not commence until his Deferred Retirement Date. A
Participant’s “Deferred Retirement Date” shall be the first day of the month coinciding with
or next following the date that the Participant his incurred a Separation from Service from
the Employer, but not beyond his 70th birthday.
	 
	5.2	 	Amount of Deferred Retirement Benefit. A Participant who continues in the employ of
the Employer beyond his Normal Retirement Date shall receive their Accrued Benefit based on
his Final Average Compensation as of his Deferred Retirement Date.
	 
	5.3	 	Commencement of Deferred Retirement Benefit. Subject to the “6 months” rule for
Specified Employees in Section 9.4(c) and provided the Participant has incurred a Separation
from Service from the Employer, monthly payments of a Participant’s Deferred Retirement
Benefit shall start as of the first day of the month coinciding with or next following the
Participant’s actual Deferred Retirement Date unless the Participant (i) elects otherwise on
his Initial Payment Election Form or (ii) has elected to defer the commencement, but not
beyond his 70th birthday, by making a Subsequent Payment Election in accordance
with Section 9.3.





ARTICLE 6 — DISABILITY RETIREMENT





	6.1	 	Eligibility for Disability Retirement Benefits. A Participant who becomes Disabled
(as defined in Section 1.15 herein) prior to his actual Early or Normal Retirement Date shall
become 100% vested in his Accrued Benefit as of the date that he is determined to be Disabled.
	 
	6.2	 	Disability Retirement Date. The Disability Retirement Date of a Participant shall be
the first day of the month coinciding with or next six (6) months following the date (but not
earlier than age 55) a Participant has met the requirements of Section 6.1 above. However, if
a Disabled Participant is entitled to receive benefits under an insured long-term disability




12









 






	 	 	program of the Employer, then the Disabled Participant’s benefit (if he is still living)
shall begin on the first day of the month following the date the Disabled Participant is no
longer entitled to receive any Disability benefits under the insured long-term disability
program of the Employer.






	6.3	 	Determination of Disability Benefit 






	 	(a)	 	Commencement of Payment. Disability benefit payments shall be payable
on the later of, but not earlier than age 55, the first day of the month next following
either:






	 	(i)	 	the Participant’s Retirement Date, provided the Participant is
then still Disabled, or
	 
	 	(ii)	 	the cessation of any Disability benefits under an insured
long-term disability program as provided in Section 6.2.






The Participant’s Disability benefit shall be payable in accordance with any option
elected pursuant to Article 9 herein, provided, however, that any such benefit shall
cease upon the first to occur of the following events:




	 	(1)	 	the date the Participant is deemed to be no longer
Disabled,
	 
	 	(2)	 	the date the Participant refuses to submit to a medical
examination or refuses to furnish due proof of continued Disability,
	 
	 	(3)	 	the date of the Participant’s death, unless the option
elected by the Participant pursuant to Article 9 provides for the
continuation of payments to a surviving spouse or other beneficiary, or
	 
	 	(4)	 	the date the Participant attains his Normal Retirement
Age, at which time such Participant shall be deemed to be a retired
Participant no longer required to furnish proof of Disability. Any benefit
being paid to a disabled Participant who reaches his Normal Retirement Age
shall continue as if the Participant had elected such benefit at his Normal
Retirement Date.






	 	(b)	 	The amount of such Disability benefit shall be determined as follows:






	 	(1)	 	Once a Participant is determined to be Disabled, his Accrued
Benefit shall become 100% vested.
	 
	 	(2)	 	For purposes of benefit accrual, a Participant shall continue
to receive credit for Hours of Service during the six (6) month waiting period
in Section 6.3(a), but not beyond the 6 month waiting period, equal to the
Hours of Service he would have normally received credit for if the Participant
would have been employed during this six (6) month waiting period.
	 
	 	(3)	 	If the payment of benefits commences at Normal Retirement Date,
the amount of the benefit shall be the Participant’s Accrued Benefit as of his
Disability Retirement Date.




13









 






	 	(4)	 	If the payment of benefits commences prior to a Participant’s
Normal Retirement Date, the amount of the benefit shall be the Participant’s
Accrued Benefit but reduced three percent (3%) for each year that his benefit
commences prior to his Normal Retirement Date..






	6.4	 	Cash-out of Small Benefits — The provisions of Section 6.3 notwithstanding, if the
Actuarially Equivalent lump sum present value of the Disability benefit determined for any
disabled Participant shall be $10,000 or less, then such lump sum shall be paid directly to
such disabled Participant on the first day of the month following the Disability Retirement
Date.
	 
	6.5	 	Recovery from Disability. Subject to the Separation from Service rules of Section
1.34(a): 






	 	(a)	 	Returns to Service. If a Participant is deemed to be no longer
Disabled prior to his Normal Retirement Date and returns to the service of the
Employer within one month of such determination or recovery, then the Participant shall
be deemed not to have incurred a Break in Service as a result of his Disability, but
the number of years and fractions thereof during which he received payments pursuant to
this Article shall not be counted in determining his Years of Benefit Service for any
purposes under the Plan. Disability payments shall nonetheless cease in accordance with
Section 6.3(a).
	 
	 	(b)	 	Does not return to Service. If the Participant is deemed to be no
longer Disabled prior to Normal Retirement Date and does not return to the service
of the Employer within one month of such determination or recovery, then he shall
be deemed to have Separated from Service of the Employer as of the date he became
Disabled. In this event, the provisions of Section 6.3(a) shall apply, and benefit
payments shall cease.





ARTICLE 7 — SURVIVOR BENEFITS





	7.1	 	Eligibility for Survivor Benefits 






	 	(a)	 	Death before Early Retirement or Normal Retirement Benefit have
commenced. In the event of death of a Participant before his Early Retirement or
Normal Retirement Benefit has commenced he shall become 100% Vested in his Accrued
Benefit and his Beneficiary shall receive the Actuarial Equivalent of his Accrued
Benefit payable in 120 continuous monthly payments, with the first payment commencing
as of the first day of the month next following 90 days after the Participant’s death.
	 
	 	(b)	 	Death After Normal Retirement Age and after his Normal Retirement Benefit
have commenced. In the event of death of a Participant on or after his Normal
Retirement Age but before 120 monthly payments have been received by the Participant,
his Beneficiary shall continue to receive his same monthly payments until a combined
total of l20 monthly payments have been made to the Participant and his Beneficiary.






	7.3	 	Beneficiary — A Participant or former Participant may designate one or more primary
or contingent beneficiaries in writing on forms supplied by the Committee. A Participant or
former Participant may change his designation at any time in the same manner. Any portion of a
Participant’s or former Participant’s death benefit which is not disposed of under a
designation of beneficiary for any reason whatsoever shall be paid in the following order:




14









 












	 	(a)	 	to his spouse, if living, otherwise
	 
	 	(b)	 	his natural or adopted children and survivors thereof, in equal shares per
stirpes, otherwise
	 
	 	(c)	 	his parents and survivor thereof, in equal shares, otherwise
	 
	 	(d)	 	his executors or administrators.





ARTICLE 8 — TERMINATION OF EMPLOYMENT — VESTING





	8.1	 	Non-forfeitable Rights — Notwithstanding any other provisions of this Article, a
Participant’s Accrued Benefit shall be 100% vested upon the events listed in Section 8.2.
	 
	8.2	 	Vesting of Benefits — A Participant shall be vested in his Accrued Benefit under this
Plan upon the date the Participant qualifies as having fulfilled any of the following:






	 	(i)	 	The Participant either dies (Section 7.1) or becomes Disabled as
provided in Article 6;
	 
	 	(ii)	 	The Participant qualifies for Early Retirement (Section 3.1),
	 
	 	(iii)	 	The Participant attains his Normal Retirement Age (Section 1.27),
	 
	 	(iv)	 	In the event of a “Change in Control” as defined in Section 1.9, a
Participant shall become 100% vested in his Accrued Benefit.
	 
	 	(v)	 	In the event of an Involuntary Termination of employment of the
Participant by the Employer “not for cause.” “Not for cause” shall mean any
termination of the employment of the Employee by the Employer that does not fall
within the meaning of termination “for cause” as defined in Section 8.3(b) below.
	 
	 	(vi)	 	Vesting based on Years of Service. A Participant shall become
Vested in his Accrued Benefit based on his number of Years of Service as follows:





	 	 	 
	Years of Service	 	Vested %
	Less than 5	 	0%
	5-9	 	25%
	10-14	 	50%
	15	 	75%
	16	 	80%
	17	 	85%
	18	 	90%
	19	 	95%
	20 or more	 	100%







	8.3	 	Automatic Forfeiture of Benefits. A Participant shall automatically forfeit any
benefits under this Plan in the event of the occurrence of any one or more of the following:






	 	(a)	 	Termination of Employment results in a Forfeiture. A Participant, whose
employment with the Employer (or any of its Affiliated Companies) is terminated for any
reason




15









 






	 	 	 	other than those listed in Section 8.2, shall forfeit only his non-vested Accrued
Benefits earned under this Plan.






	 	(b)	 	“Termination for Cause” — Fraud, embezzlement or criminal acts. Should
a Participant be “terminated for cause” he shall forfeit any vested and non-vested
benefits earned under this Plan. “Termination for Cause” shall mean the termination of
a Participant’s employment as a result of a finding by the Board of any of the
following:






	 	(i)	 	Participant has knowingly and intentionally engaged in an act or
omission, or series of actions, deemed by the Board to be fraudulent or unlawful;
	 
	 	(ii)	 	Any knowing and material breach of his Employment Agreement (if any)
by the Participant;
	 
	 	(iii)	 	Any knowing and material violation by the Participant of the
Employer’s corporate policies and procedures that result in damage to the business
or reputation of the Employer or its subsidiaries’ business, including without
limitation policies prohibiting discrimination, harassment and/or retaliation;
	 
	 	(iv)	 	Participant engaging in a criminal act involving the property or
persons associated with the Employer (other than a minor traffic offense) or
involving behavior determined by the Board to be substantially detrimental to the
Employer’s best interests;
	 
	 	(v)	 	excessive absenteeism by the Participant without proper
authorization;
	 
	 	(vi)	 	Participant’s intentional failure to follow the directions of the
Board or a continued failure to perform assigned duties, which is not cured within
twenty-one (21) days after written notice thereof is given to Participant; or
	 
	 	(vii)	 	Employee is grossly neglectful of duties resulting in a substantial
injury to the Employer which is not cured within twenty-one (21) days after
written notice thereof is given to Employee.






	 	(c)	 	Compete after Termination of Employment. No benefits shall be paid
under this Plan should a Participant at any time within three (3) years following the
Participant’s termination of employment or retirement (without the written consent of
the Employer) engage in, become interested in, directly or indirectly, as a sole
proprietor, as a partner in a partnership, or as a substantial shareholder in a
corporation, or becomes associated with, in the capacity of an employee, officer,
director, principal, agent, trustee or in any other capacity whatsoever, any
enterprise, conducting in the trading area (within a 50 mile radius from the Employer’s
main office and within 25 miles from any branch office) of the business of the
Employer, which enterprise is, or may be deemed to be, competitive with any business
carried on by the Employer as of the date of the Participant’s Separation of Service or
retirement.
	 
	 	(d)	 	Solicitation after Termination of Employment. No benefits shall be paid
under this Plan should a Participant at any time within three (3) years following the
Participant’s Termination of Service or Retirement, without the written consent of the
Employer:






	 	(i)	 	Solicit any employee of the Employer for the purpose of hiring
such employee away from the Employer, or
	 
	 	(ii)	 	Solicit any entity or person that was a customer of the Employer
within 12 months prior to such termination for the purpose of obtaining such
customer’s business relationship.




16









 











ARTICLE 9 — PAYMENT OF RETIREMENT BENEFITS





	9.1	 	At a Participant’s Early, Normal or Deferred Retirement Date, benefits shall be provided for
the retiring Participant in accordance with this Plan.
	 
	9.2	 	Form and Date of Benefit Payment






	 	(a)	 	Form of Payment. A retiring Participant shall automatically receive his
Accrued Benefit payable on any of the Payment Events in the form of a Ten Year Certain
& Life Annuity (Section 1.26). Notwithstanding the above, a Participant shall receive a
lump sum payment of all or any taxable portion of the Actuarial Equivalent of his
Accrued Benefit if under the then current Internal Revenue Service Code (or any of its
Regulations) he is required by the Internal Revenue Service to report as taxable income
all or any portion of the present value of his retirement benefit under this Plan
during such calendar year.
	 
	 	(b)	 	Date of Payment for Payment Events other than Death, Disability,
Retirement, Change of Control, or Plan Termination.
	 
	 	 	 	In the event of a Payment Event that involves the either a Participant’s:






	 	(i)	 	Voluntary Separation from Service with a Vested benefit in
accordance with Section 8.2(vii), or
	 
	 	(ii)	 	Involuntary Separation from Service due to a Termination “without cause,”







subject to Section 9.4(c) for a “Specified Employee,”  the Participant’s vested Accrued Benefit shall be payable in the form of a Ten Year
 Certain & Life Annuity with payments commencing at his Normal Retirement Date.




	9.3	 	Requirements of Subsequent Election






	 	(a)	 	Notwithstanding that a Participant has made an “Initial Payment Election” or,
having failed to make such election, the Normal Form of Payment should be paid at the
time of distribution. A Participant (and a Beneficiary if applicable) may make a
Subsequent Payment Election in writing on a Form provided by the Employer to change his
Payment Election provided such change complies with this Section 9.3(a) and the
requirements of Applicable Guidance as follows:






	 	(1)	 	Conditions for Subsequent Election. A Participant (or
Beneficiary if applicable) may make a change in a prior payment election provided
it complies with the following:






	 	(i)	 	Effective Date of Change. The change may not
take effect until at least 12 months following the date of the written
change in payment election;
	 
	 	(ii)	 	Five (5) Year Rule. If the change in payment
election relates to a payment on account of either:




17









 












	 	•	 	a Separation from Service,
	 
	 	•	 	on a Change in Control,
	 
	 	•	 	or payment is at a Specified Time or pursuant to a Fixed Schedule,






then the change in election must result in payment being made no earlier
than 5 years following the date the payment otherwise would have been
made (or in the case of an installment payment treated as a single
payment, as defined in Section 9.3(a)(3) below, 5 years from the date the
first amount was schedule to be paid); and




	 	(iii)	 	Time of Subsequent Election. If the change
in payment election relates to a payment at a Specified Time or pursuant
to a Fixed Schedule, the Participant or his Beneficiary must make the
change in payment election not less than 12 months prior to the date the
payment is scheduled to be made (or in the case of a Term Certain Annuity
or installment payment treated as a single payment, 12 months prior to the
date the first amount was scheduled to be paid).






	 	(2)	 	Definition of “Payment.” Except as otherwise provided in
Section 9.3(a)(3) below, a “payment” for purposes of applying Section 9.3(a)(1)
above shall mean each separately identified amount the Plan is obligated to pay
to a Participant or Beneficiary on a determinable date and includes amounts paid
for the benefit of the Participant. An amount is “separately identifiable” only
if the Employer can objectively determine the amount. A payment includes the
provision of any taxable benefit, including a payment in cash.
	 
	 	(3)	 	Installment Payments and Annuities. A Term Certain
Annuity or a “series of installment payments” are treated as a single payment
for purposes of this Section 9.3(a). For purposes of this Section 9.3(a), a
“series of installment payments” means payment of a series of substantially
equal periodic amounts to be paid over a predetermined number of years, except
to the extent that any increase (or decrease) results from reasonable earnings
on the Participant’s Accrued Benefit.
	 
	 	(4)	 	Coordination with Anti-Acceleration Rule. In making a
Subsequent Payment Election, a Participant (or his Beneficiary if applicable)
may change the form of payment to a more rapid schedule without violating
Section 9.3(b), provided any such change remains subject to the requirements of
Section 9.3(a).
	 
	 	(5)	 	 Multiple Payment Events. If the Plan permits multiple
payment events (such as death, Separation from Service, etc.), the Subsequent
Payment Election of Section 9.3(a)(1) shall apply to each payment due upon each
payment event.
	 
	 	(6)	 	Certain Payments not Subject to Change Payment Election
Rules. The Employer may elect to delay payments to a Participant or
Beneficiary for any of the following reasons: 






	 	(i)	 	Non-Deductible Payments. The Employer may
delay payment to a Participant or Beneficiary if the Employer reasonably
anticipates that the Employer’s tax deduction for payment of the Accrued
Benefit will be limited or eliminated under Code Section 162(m).
However, the Employer will make such Accrued Benefit payment as of the
date at




18









 






	 	 	 	which the Employer tax deduction is no longer limited or eliminated under
Code Section 162(m), but not later than 24 months from the time such
payment would have otherwise been made.
	 
	 	(ii)	 	Loan Covenants/Contract Terms. The
Employer may delay payment to a Participant or his Beneficiary if the
Employer reasonably anticipates that the payment will cause the Employer
to violate the terms of a loan agreement or other similar contract to
which the Employer is a party, provided the Employer entered into the
agreement or contract for legitimate business reasons and such violation
will cause material harm to the Employer. However, the Employer will make
such Accrued Benefit payment as of the date at which the Employer
reasonably anticipates that the payment will not cause a violation of the
agreement or contract, or that such violation will not cause any material
harm to the Employer.
	 
	 	(iii)	 	Securities or other Laws. The Employer may
delay payment to a Participant or his Beneficiary if the Employer
reasonably anticipates that the payment will violate Federal securities or
state law or other applicable law. However, the Employer will make such
Accrued Benefit payment as of the date at which the Employer reasonably
anticipates that the payment will not cause a violation of such securities
laws.
	 
	 	(iv)	 	Other. The Employer may delay payment to a
Participant upon such other events as Applicable Guidance may permit.
	 
	 	(v)	 	Amendments. If the Employer amends this
Plan to add other permitted reasons for delay of payment of Accrued
Benefit, any such amendment may not take effect for 12 months following
the date the Employer adopts such an amendment. As provided in Section
9.3(b) below, the Employer may not amend this Plan to remove any or all
of the payment delays described in this Section 9.3(a)(6) as it relates
to any previous Accrued Benefit amount.






	 	(b)	 	No Acceleration of Payment (General Rule). The Employer, Participant
or a Beneficiary may not accelerate the time or schedule of any Plan payment or amount
scheduled to be paid under this Plan. However, the following are not considered an
acceleration of payments and are therefore considered permissible:






	 	(1)	 	A payment made in accordance with Plan provisions or pursuant
to a Initial Payment Election Form under Section 1.30, or a Subsequent Payment
Election under Section 9.3 under which payment on a accelerated schedule is
required on account of an intervening event which includes Separation from
Service, Disability, Death, Change in Control; and
	 
	 	(2)	 	The Employer’s waiver or acceleration of the satisfaction of
any condition constituting a Substantial Risk of Forfeiture provided that
payment is made only upon a permissible event and the Employer’s action
otherwise does not violate Code Section 409A.






	9.4	 	Time of Payment of Benefits




19









 












	 	(a)	 	For any vested benefits that accrue under this Plan after December 31,
2004, except in the case of death, Disability, Change in Control or Plan
Termination, the payment of any such Accrued Benefit shall be delayed and not paid (or
begun to be paid) to the Participant until the first day of the month following six
months following his Separation of Service from the Employer.
	 
	 	(b)	 	Benefits that accrued and were vested under this Plan prior to January 1,
2005, shall be subject to the provisions of this restated Plan and comply with IRC
Section 409A.
	 
	 	(c)	 	Specified Employee. Notwithstanding any other provision of this Plan to
the contrary except Death, any Participant who is a “Specified Employee” (as defined in
Section 409A of the IRC) may not have his benefit payments commence prior to the first
day of the month next following six (6)months after his Separation of Service. Should
a Specified Employee’s benefit be deferred for 6 months, the Participant shall receive
as of the first day of the seventh (7th) month a onetime catch up payment
equal to his 6 months of deferred payments.





ARTICLE 10 — COMMITTEE





	10.1	 	Except where otherwise specifically indicated, responsibility for administration of this Plan
shall be reposed in the Committee (see Section 1.11) of the Board of Directors composed of not
less than three (3) individuals. The members of the Committee shall be appointed by the Board
of Directors of the Employer. An individual shall not be ineligible to be a member of the
Committee because he is or may be an officer or a Participant under this Plan.
	 
	10.2	 	Subject to the Claims Procedure set forth in Article 11 hereof, the Committee shall have the
duty and authority to interpret at its discretion and construe the provisions of the Plan, to
decide any disputes which may arise regarding the rights of Employees under this Plan.
	 
	10.3	 	Any certification by the Employer of the information required or permitted to be certified by
the Committee pursuant to the provisions of the Plan may be relied upon by the Committee until
later shown to be incorrect. The Committee may correct errors, and so far as practicable, may
adjust any benefit or payment or credit accordingly.
	 
	10.4	 	The Committee shall maintain full and complete records of its deliberations and decisions.
Its records shall contain all relevant data pertaining to individual participating Employees
and their rights under the Plan. It has the duty to carry into effect all such rights and
benefits of each and to answer questions and assist Employees, whether Participants or other
Employees, to obtain the greatest good from the existence of the Plan.
	 
	10.5	 	The Employer shall pay the reasonable expenses incident to the operation of this Plan. All
requests, directions, requisitions and instructions of the Committee shall be in writing and
signed by the Committee’s Chairman or acting Chairman and by its Secretary or acting
Secretary.





ARTICLE 11 — CLAIM PROCEDURE





	11.1	 	Filing a Claim for Benefits — Any claim for a Plan benefit hereunder shall be filed
by a Participant or Beneficiary (claimant) of this Plan on the form prescribed for such
purpose with the Committee, or in lieu thereof, by written communication which is made by the
claimant or the claimant’s authorized representative which is reasonably calculated to bring
the claim to the attention of the Committee.




20









 






	11.2	 	Denial of Claim






	 	(a)	 	If a claim for a Plan benefit is wholly or partially denied, notice of the
decision shall be furnished to the claimant by the Committee within a reasonable period
of time after receipt of the claim by the Committee.
	 
	 	(b)	 	Any claimant who is denied a claim for benefit shall be furnished written
notice setting forth:






	 	(1)	 	The specific reason or reasons for the denial;
	 
	 	(2)	 	Specific reference to the pertinent Plan provisions upon which the
denial is based;
	 
	 	(3)	 	A description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary;
	 
	 	(4)	 	An explanation of the Plan’s claim review procedure, including a
statement of the claimant’s right to bring a civil action under Section 502(a) of
ERISA following an adverse benefit determination on review.






	11.3	 	Claims Review Procedure






	 	(a)	 	In order that a claimant may appeal a denial of a claim, a claimant or his duly
authorized representative:






	 	(1)	 	May request a review by written application to the Committee
not later than 60 days after receipt by the claimant of written notification of
denial of a claim;
	 
	 	(2)	 	May review and copy (free of charge) pertinent documents,
records and other information relevant to the claimant’s claim for benefits;
and
	 
	 	(3)	 	May submit issues and comments in writing.






	 	(b)	 	A decision on review of a denied claim shall be made not later than 60 days
after receipt of a request for review, unless special circumstances require an
extension of time for processing, in which case a decision shall be rendered within a
reasonable period of time, but not later than 120 days after receipt of a request for
review. If an extension of time is required, written notice of the extension shall be
furnished to the claimant prior to the termination of the initial 60 day period. The
extension notice shall indicate the special circumstances requiring an extension of
time and the date by which the Plan expects to render the determination on review.
	 
	 	(c)	 	The decision on review shall be in writing and shall include the specific
reason(s) for the decision and the specific reference(s) to the pertinent Plan
provisions on which the decision is based.
	 
	 	(d)	 	The review will take into account all comments, documents, records and other
information submitted by the claimant relating to the claim without regard to whether
such information was submitted or considered in the initial benefit determination.




21









 






	 	(e)	 	The decision on review will include a statement that the claimant is entitled
to receive, upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimant’s claim for
benefits.





ARTICLE 12 — UNFUNDED OBLIGATIONS




The Employer’s obligations under this Plan shall be unfunded and unsecured promises to pay the
benefits provided for hereunder. The Employer may establish a grantor “Rabbi” Trust for the purpose
of informally holding assets sufficient to meet the obligations of this Plan.



It is understood that the Employer may from time to time make contributions to the Rabbi Trust in
order to meet the obligations of this Plan. No participant shall have any beneficial or other
interest in any such trust asset, and same shall at all times remain a part of the Employer’s
general assets accessible to its creditors in the event of the Employer’s insolvency or bankruptcy.



The rights of a Participant, any designated recipient of a Participant or any other person claiming
through a Participant under this Plan, shall be solely those of an unsecured general creditor of
the Employer. A Participant, any designated recipient of a Participant or any other person claiming
through a Participant, shall only have the right to receive from the Employer (or any trust
established to hold assets to meet the obligations of this Plan) those payments which are specified
under this Plan. No asset used or acquired by the Employer in connection with its obligations and
liabilities hereunder (whether in trust or not) shall be deemed to be held for the benefit of a
Participant or his designated recipient(s) but will be deemed only as security for the performance
of the Employer’s obligations hereunder. The assets of the Trust shall be subject to the claims of
the Employer’s creditors in the event of the Employer’s insolvency or bankruptcy.



ARTICLE 13 — ADMINISTRATIVE AND FIDUCIARIES’ RESPONSIBILITIES




No named fiduciary under the Plan shall be liable for any act or omission of another which act or
omission occurs outside the scope of the respective fiduciaries designated area(s) of
responsibility as hereinafter stated. The named fiduciaries and their respective areas of
responsibility for the operation and administration of the Plan are as follows:




	13.1	 	Board of Directors






	 	(a)	 	Terminating Plan;
	 
	 	(b)	 	Amending Plan;






	13.2	 	Employer— The Employer shall have the following responsibilities and powers:






	 	(a)	 	Informal Funding — The Employer shall, in consultation with an enrolled
actuary, and other professionals as needed, determine the Plan’s benefits, liabilities,
and accounting accruals and communicate same to the Plan Administrator and may
informally fund the Plan using a Rabbi Trust.
	 
	 	(b)	 	Appointment of Plan Administrator — The Committee shall be named Plan
Administrator. The Committee may, however, delegate such function by appointing any
person or any number of persons to administer the Plan as provided in Article 10. In
the event of such appointment, the person or persons so appointed shall be the
successor Plan Administrator. Any person or persons so appointed may be removed




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	 	 	 	by the Employer upon thirty (30) days written notice unless a shorter period is
agreed to.






	 	(c)	 	Review of Fiduciaries — The Employer shall periodically review the
performance of any fiduciary or any other person to whom any duties have been
delegated.






	13.3	 	Plan Administrator — The Plan Administrator shall have the following responsibilities
and powers:






	 	(a)	 	General Powers — The Plan Administrator shall administer the Plan in
accordance with its terms and shall have all powers necessary to carry out the
provisions of the Plan. The Plan Administrator shall have the exclusive discretionary
authority to construe and interpret the Plan, including, but not limited to, deciding
all questions of eligibility for benefits and the amount of such benefits. The decision
of the Plan Administrator for matters within its jurisdiction shall be final, binding
and conclusive upon all Employers, Employees, Participants and Beneficiaries and every
other person or party interested or concerned.
	 
	 	(b)	 	Procedures, Records and Reports — The Plan Administrator shall
establish operating procedures and shall keep a record of his actions, as well as all
books of account, records or other data necessary for the administration of the Plan
and/or required by law or regulations issued pursuant to such law. The Plan
Administrator shall prepare and file or publish with the Secretary of Labor or the
Secretary of the Treasury, or to any other official or agency as may hereafter be
required, all reports, documents or other information as may be required under law to
be so filed or published.
	 
	 	(c)	 	Agents and Counsel — The Plan Administrator may engage agents to assist
him in his duties, and may consult with counsel, actuaries, accountants, specialists
and other persons as he deems necessary or desirable. The Plan Administrator shall be
indemnified by the Employer with respect to any action taken or omitted by him in good
faith reliance on the advice of such persons, provided that the Plan Administrator has
acted prudently in selecting or retaining such persons, to which end he shall
periodically review such person’s performance.
	 
	 	(d)	 	Expenses — All expenses of administration including, but not limited
to, the payment of professional fees of consultants, actuaries, accountants, counsel,
investment advisors and other specialists, shall be paid by the Employer.
	 
	 	(e)	 	Reports Furnished Participants — The Plan Administrator shall furnish
to each Plan Participant, and to each Beneficiary receiving benefits under the Plan
notification of any amendments to this Plan.





ARTICLE 14 — SPENDTHRIFT





	14.1	 	Unsecured Promise to Pay. No Participant under this Plan shall have any legal right,
title or interest in the Plan or any assets of the Employer used in connection with the
Employer’s Plan obligations. The interest of any Participant, beneficial or otherwise, shall
be limited to that provided in the Plan and no designated Beneficiary shall have any greater
rights than as provided by this Plan.
	 
	14.2	 	No Assignment. Except to the extent permitted by law, the Participant may not
anticipate, encumber, alienate or assign any of his rights, claims, or interests in this Plan
or any part thereof. No payments, benefits, or rights arising by reason of this Plan shall in
any way be




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	 	 	subject to the Participant’s debts, contracts, or engagements, or to any judicial processes
to levy upon or attach the same for payment thereof.





ARTICLE 15 — AMENDMENT AND TERMINATION





	15.1	 	Amendment — This Plan may be amended by the Employer; provided, however, that no
amendment will be adopted unless it complies with the Applicable Guidance.
	 
	15.2	 	Termination — While it is the intent of the Employer to continue this Plan and
contributions hereunder for the benefit of its Plan Participants, the Employer does reserve
the right to terminate this Plan.






	 	(a)	 	Dissolution/Bankruptcy. The Committee shall terminate the Plan within
12 months following a dissolution of a corporate Employer taxable under Code §331 or
with approval of a Bankruptcy court under 11 U.S.C. §503(b)(1)(A), provided that the
Actuarial Equivalent of the Participant’s Accrued Benefit are paid to the Participants
and is included in the Participants’ gross income in the latest calendar year: (i) in
which the plan termination occurs; (ii) in which the amounts are no longer subject to a
Substantial Risk of Forfeiture; or (iii) in which the payment is administratively
practicable.
	 
	 	(b)	 	Change in Control. The Committee may terminate the Plan within the 30
days preceding or the 12 months following a Change in Control provided the Employer
distributes in a lump sum the Actuarial Equivalent of the Participants’ Accrued Benefit
(and must terminate the Plan and distribute the accounts under any substantially
similar Employer plan which plan the Employer also must terminate) within 12 months
following the Plan termination.
	 
	 	(c)	 	Other. The Committee may terminate the Plan for any other reason in the
Employer’s discretion provided that: (i) the Employer also terminates all Aggregated
Plans in which any Participant also is a participant; (ii) the Plan makes no payments
in the 12 months following the Plan termination date other than payments the Plan would
have made irrespective of Plan termination; (iii) the Plan makes a lump sum payment of
the Actuarial Equivalent of the Participants’ Accrued Benefit within the 12 to 24
months following the Plan termination date; and (iv) the Employer within 3 years
following the Plan termination date does not adopt a new plan covering any Participant
that would be an Aggregated Plan.
	 
	 	(d)	 	Applicable Guidance. The Committee may terminate the Plan under such
other circumstances as Applicable Guidance may permit.






	15.3	 	Vesting Upon Complete Termination — Upon complete termination of this Plan, the
Accrued Benefit of each affected Participant as of the date of termination shall become 100%
vested and non-forfeitable.
	 
	15.4	 	Cessation of Future Benefit Accruals. The Committee may elect at any time to amend
the Plan to cease future Participant benefit accruals after a specified date; however, the
Committee may not reduce anyone’s Accrued Benefit or any optional form of payment on such
Accrued Benefit. In such event, the Plan will remains in effect until all Accounts are paid
in accordance with the Plan terms, or, if earlier, upon the Employer’s termination of the
Plan.




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ARTICLE 16 — MISCELLANEOUS PROVISIONS





	16.1	 	This Plan is created for the exclusive benefit of the Eligible Employees of the Employer and
their Beneficiaries and shall be interpreted in a manner consistent with First Community
Bancshares, Inc. and Affiliates Executive Retention Plan.
	 
	16.2	 	Headings — The headings of the Plan have been inserted for convenience of reference
only and are to be ignored in any construction of the provisions hereof.
	 
	16.3	 	Plan not Contract of Employment — This Plan shall not be construed as creating or
changing any contract of employment between the Employer and its Eligible Employees, whether
Participants hereunder or not; and the Employer retains the right to deal with its Employees,
whether Participants hereunder or not, and to terminate their respective employment at any
time, to the same extent as though this Plan had not been created.
	 
	16.4	 	Invalidity of Certain Provisions — If any provisions of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect any other
provisions and this Plan shall be construed and enforced as if such provisions had not been
included.
	 
	16.5	 	Law Governing — This Plan shall be construed and enforced according to the laws of
the Commonwealth of Virginia.
	 
	16.6	 	General Undertaking — All parties to this Plan and all persons claiming any interest
whatsoever hereunder agree to perform any and all acts and execute any and all documents and
papers which may be necessary or desirable for the carrying out of this Plan or any of its
provisions.
	 
	16.7	 	Agreement to Bind Heirs, Etc. — This Plan shall be binding upon the heirs, executors,
administrators, successors and assigns, as such terms shall apply, of any and all parties
hereto, present and future merger including subsequent parties to this Plan due to a merger,
consolidation, or Change in Control of its Employer.
	 
	16.8	 	Action by Employer — Whenever under the terms of the Plan the Employer is permitted
or required to take some action, such action may be taken by any officer of the Employer who
has been duly authorized by the Board of Directors of the Employer.
	 
	16.9	 	Compliance with Applicable Guidance — Notwithstanding anything herein to the
contrary, the Plan shall be interpreted in a manner so as to comply with any Applicable
Guidance.




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IN WITNESS WHEREOF, First Community Bancshares, Inc. has caused these presents to be signed by its
duly authorized officers and its seal to be hereunto affixed, this            day of
                                        , 2008.



	 	 	 	 	 
	First Community Bancshares, Inc.

 	 	 
	By:  	 	 	 
	 	Chairman of Board of Director 	 	 



	 	 	 	 	 
	Participating Employers:




First Community Bank N.A.

 	 	 
	By:  	 	 	 
	 	Title:  
	 	 



Participant:




	 	 	 
	 
	 	 	 

	Please print name in this space

	 	 
	 
	 	 
	 
	 	 	 

	Please add signature in this space

	 	 







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