Exhibit
10.2


    DREW
INDUSTRIES INCORPORATED

    


    EXECUTIVE
NON-QUALIFIED DEFERRED COMPENSATION PLAN

    


    (Effective
December 1, 2006)

    (Amended
and Restated Effective December 1, 2008)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    DREW
INDUSTRIES INCORPORATED

    


    EXECUTIVE
NON-QUALIFIED DEFERRED COMPENSATION PLAN

    


    THIS EXECUTIVE NON-QUALIFIED DEFERRED
COMPENSATION PLAN (the "Plan") is adopted and enacted
as of the 1st day of
December, 2006, by Drew
Industries Incorporated, a corporation organized and existing under the laws of
the State of Delaware,  hereinafter
referred to as “Drew” or
the “Plan
Sponsor”.

    


    WHEREAS, effective as of
December 1, 2006, the Plan Sponsor adopted a non-tax qualified plan of deferred
compensation for the benefit of a select group of its management and highly
compensated employees to be evidenced by and to be in accordance with the terms
of this Plan, and

    


    WHEREAS, effective as of
December 1, 2008, the Plan Sponsor has amended and restated the aforesaid Plan
in its entirety to be evidenced by and to be in accordance with the terms of
this Plan for the benefit of a select group of its management and highly
compensated employees; and

    


    WHEREAS, the Plan Sponsor
intends that the Plan shall at all times be administered and interpreted in such
a manner as to constitute a “Top-hat” unfunded nonqualified deferred
compensation plan for tax purposes and for purposes of Title I of ERISA within
the meaning of Regulation Section 2520.104-23 promulgated by the Department of
Labor; confirms that the Plan is not intended to qualify for favorable tax
treatment pursuant to Section 401(a) of the Code or any successor section or
statute; and confirms that the Plan is intended to comply with the requirements
of Section 409A of the Code, as added by The American Jobs Creation Act of 2004,
and any Treasury Regulations and other applicable guidance thereunder issued by
the Treasury Department or the Internal Revenue Service; and

    


    WHEREAS, pursuant to the Plan,
payments to the Participants and every Beneficiary hereunder shall be made from
assets which, for all purposes, shall be part of the general, unrestricted
assets of the Employer, no person shall have any interest in any such asset by
virtue of any provision of this Plan and the Employer’s obligation hereunder
shall be an unfunded and unsecured promise to pay money in the
future.

    


    NOW, THEREFORE, the Plan
Sponsor hereby adopts the Plan, as set forth below.

    


    ARTICLE
1

    Definitions

     

    For the
purpose of this Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated
meanings:

     

    1.1         “Account or Accounts” shall
mean a book account reflecting amounts credited to a Participant’s Separation
From Service Account and/or Scheduled Withdrawal Account as adjusted for deemed
investment performance and all distributions or withdrawals made by the
Participant or his or her Beneficiary. To the extent that it is considered
necessary or appropriate, the Plan Administrator shall maintain separate
subaccounts for each Plan Year for each source of contribution under this Plan
or shall otherwise provide a means for determining that portion of an Account
attributable to each contribution source.


    
      
         


      

      
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    1.2         “Affiliate” shall mean any
business entity that is a member of a controlled group of corporations, within
the meaning of Section 414(b) of the Code, of which the Plan Sponsor is a
member; any other trade or business organization (whether or not incorporated)
under common control, within the meaning of Section 414(c) of the Code, with the
Plan Sponsor; and any service organization that is a member of an affiliated
service group, within the meaning of Section 414(m) of the Code, of which the
Plan Sponsor is a member; and any other organization that is required to be
aggregated with the Plan Sponsor under Section 414(o) of the Code and whose
Eligible Employees are authorized to participate in this Plan by the Plan
Administrator.

     

    1.3        “Annual Bonus” shall mean any
compensation, in addition to Base Salary and Performance-Based Compensation
relating to services performed during any Plan Year, whether or not paid in such
Plan Year or included on the Federal Income Tax Form W-2 for such Plan Year,
payable to a Participant as an employee under any of the Employer’s annual bonus
or cash incentive plans, excluding stock options. Annual Bonus shall consist of
any amount or portion of any amount that will be paid either regardless of
performance or based on a level of performance that is substantially certain to
be met.

     

    1.4         “Annual Deferral Amount” shall
mean that portion of a Participant’s Base Salary, Annual Bonus and/or
Performance-Based Compensation that a Participant elects to defer for any one
Plan Year.

     

    1.5         “Applicable Guidance” shall
mean Section 409A of the Code and any Treasury Regulations and other applicable
guidance thereunder issued by the Treasury Department or the Internal Revenue
Service, including, as applicable, any Code Section 409A guidance in effect
prior to January 1, 2009.

     

    1.6         “Base Salary” shall mean the
annual cash compensation relating to services performed during any Plan Year
(excluding bonuses, commissions, overtime, fringe benefits, incentive payments,
non-monetary awards, relocation expenses, retainers, directors fees and other
fees, severance allowances, pay in lieu of vacations, insurance premiums paid by
the Employer, insurance benefits paid to the Participant or his or her
Beneficiary, stock options and grants, and car allowances) paid to a Participant
for services rendered to the Employer or an Affiliate. Base Salary shall be
calculated before reduction for compensation voluntarily deferred or contributed
by the Participant pursuant to all qualified or non-qualified plans of the
Employer or an Affiliate and shall be calculated to include amounts not
otherwise included in the Participant’s gross income under Sections 125,
402(e)(3), 402(h), or 403(b) of the Code pursuant to plans established by the
Employer or an Affiliate; provided, however, that all such amounts will be
included in Compensation only to the extent that, had there been no such Plan,
the amounts would have been payable in cash to the Participant.

     

    1.7         “Beneficiary” shall mean one or
more persons, trusts, estates or other entities that are entitled to receive
benefits under this Plan upon the death of the Participant.

     

    1.8         “Change of Control” shall mean
the occurrence of the events described in any of Subparagraph (a), (b), or (c),
below, or any combination of said event(s) as described within the meaning of
Treasury Regulations 1.409A-3(i)(5):

     

    (a)            
Change of Ownership of the
Employer.  A change of ownership occurs on the date that any
one person, or more than one person acting as a group, acquires ownership of the
stock of the Employer that, together with stock held by such person or group,
constitutes more than fifty percent (50%) of the total fair market value or
total voting power of the stock of the Employer or of any corporation that owns
at least fifty percent (50%) of the total fair market value and total voting
power of the Employer, as such ownership is computed under the provisions of
Applicable Guidance.

     


    
      
         


      

      
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    However,
if any person, or more than one person acting as a group, is considered to own
more than fifty percent (50%) of  the total fair market value or total
voting power of the stock of the Employer, the acquisition of additional stock
by the same person or group of persons is not considered to cause a Change of
Control.  For this purpose, an increase in the percentage of stock
owned by any one person or group, as a result of a transaction in which the
Employer acquires its stock in exchange for property will be treated as an
acquisition of stock.  The rule set forth in the immediately preceding
sentence applies only when there is a transfer of stock of the Employer (or
issuance of stock of the Employer) and the stock of the Employer remains
outstanding after the transaction.

     

    Persons
will not be considered to be acting as a group solely because they purchase or
own stock of the Employer at the same time or as a result of the same public
offering.  However, persons will be considered to be acting as a group
if they are shareholders of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock or similar business transaction
with the Employer. Persons will also be considered to be acting as a group to
the extent set forth in Applicable Guidance.

     

    (b)            
Effective Change of
Control.  Effective Change of Control shall occur on the date
that any one person, or more than one person acting as a group, acquires (or has
acquired during the twelve (12) month period ending on the date of the most
recent acquisition by such person or persons) ownership of stock of the Employer
possessing thirty percent (30%) or more of the total voting power of the stock
of the Employer.  or, a majority of the members of Employer’s Board of
Directors is replaced during any twelve (12) month period by directors whose
appointment or election is not endorsed by a majority of the members of
Employer’s Board of Directors prior to the date of the appointment or
election.”

     

    However,
if any person, or more than one person acting as a group, is considered to
effectively control a corporation, the acquisition of additional control of the
corporation by the same person or group of persons will not be considered to
cause a Change of Control.

     

    Persons
will not be considered to be acting as a group solely because they purchase or
own stock of the Employer at the same time or as a result of the same public
offering.  However, persons will be considered to be acting as a group
if they are shareholders of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock or similar business transaction
with the Employer. Persons will also be considered to be acting as a group to
the extent set forth in Applicable Guidance.

     

    (c)            
Change in Ownership of
Employer’s Assets.  A change in the ownership of a substantial
portion of the Employer’s assets occurs on the date that any one person, or more
than one person acting as a group, acquires or has acquired during the twelve
(12) month period ending on the date of the most recent acquisition by such
person or persons of assets from the Employer that have a total fair market
value equal to more than forty percent (40%) of the total gross fair market
value of all of the assets of the Employer immediately prior to such initial
acquisition or acquisitions. For this purpose, gross fair market value means the
value of the assets of the Employer, or the value of the assets being disposed
of, determined without regard to any liabilities associated with such
assets.


    
      
         


      

      
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    There
will be no Change of Control under this Subparagraph (c) when there is a
transfer to an entity that is controlled by the shareholders of the Employer
immediately after the transfer.  A transfer of assets by the Employer
is not treated as a change in ownership of such assets if the assets are
transferred to:

     

    (i)           A
shareholder of the Employer (immediately before the asset transfer) in exchange
for or with respect to its stock;

     

    (ii)           An
entity, fifty percent (50%) or more of the total value or total voting power of
the stock of which is owned directly or indirectly by the Employer;

     

    (iii)          A
person, or more than one person acting as a group, that owns, directly or
indirectly, fifty percent (50%) or more of the total value or total voting power
of the stock of the Employer; or

     

    (iv)           An
entity, at least fifty percent (50%) of the total value or total voting power of
the Stock which is owned, directly or indirectly, by a person described in (iii)
above.

     

    For
purposes of the definition of Change of Control, Change of Control of the
Employer shall include a Change of Control of any corporation that is considered
to own more than 50% of the total fair market value and total voting power of
the Employer.

    


    For
purposes of determining whether a Change of Control has occurred ownership shall
be determined in accordance with the rules set forth in Applicable
Guidance.

    Notwithstanding
the above, the definition of Change of Control shall in any event comply with
Section 409A and Applicable Guidance.

    


    1.9         “Claimant” shall mean a person
who believes that he or she is being denied a benefit to which he or she is
entitled hereunder.

     

    1.10       “Code” shall mean the Internal
Revenue Code of 1986, as amended.

     

    1.11       “Compensation” shall mean the
total cash remuneration, including Base Salary, Annual Bonus, and
Performance-Based Compensation, payable by the Employer to an Eligible Employee
with respect to his or her services performed for the Employer during any Plan
Year.

     

    1.12      
“Deemed Investments”
shall be defined as provided in Paragraph 5.2 below.

     

    1.13      
“Deemed Investment
Options” shall be defined as provided in Paragraph 5.1
below.

     

    1.14      
“Disability” shall mean
a condition of the Participant whereby he or she either: (i) is 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 twelve (12) months, or
(ii) is, 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 twelve (12) months, receiving income
replacement benefits for a period of not less than three (3) months under an
accident and health plan covering employees of the Employer.  The Plan
Administrator will determine whether a Participant has incurred a Disability
based on its own good faith determination and may require a Participant to
submit to reasonable physical and mental examinations for this
purpose.  A Participant will also be deemed to have incurred a
Disability if determined to be totally disabled by the Social Security
Administration or in accordance with a disability insurance program, provided
that the definition of disability applied under such disability insurance
program complies with the requirements of Treasury Regulation 1.409A-3(g)(4) and
Applicable Guidance.


    
      
         


      

      
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    1.15       “Drew” shall mean Drew
Industries Incorporated, a corporation organized and existing under the laws of
the State of Delaware and the owner of 100% of the stock of the Plan
Sponsor.

     

    1.16       “Drew 2002 Plan” shall mean
the Drew Industries Incorporated 2002 Equity Award and Incentive Plan as amended
from time to time.

     

    1.17       “Effective Date” shall mean
December 1, 2006.

     

    1.18       “Election Form” shall mean the
form or forms established from time to time by the Plan Administrator on which
the Participant makes certain designations as required on that form and under
the terms of this Plan.

     

    1.19       “Eligible Employee” shall mean for any
Plan Year (or applicable portion of a Plan Year), a person who is determined by
the Plan Sponsor, or its designee, to be a member of a select group of
management or highly compensated employees of the Employer, and who is
designated by the Plan Sponsor, or its designee, to be an Eligible Employee
under the Plan. If the Plan Sponsor, or its designee, determines that an
individual first becomes an Eligible Employee during a Plan Year, the Employer
shall notify the individual of said determination and of the date during the
Plan Year on which the individual shall first become an Eligible
Employee.

     

    1.20       “Employer” shall mean the
person or entity receiving the services of the -Participant.  The
Employer may either be the Plan Sponsor or any of its wholly owned subsidiaries
who adopt this Plan with the consent of the Plan Sponsor.

     

    1.21       “Entry Date” shall mean the
first day of the pay period following the date on which a Participant’s election
to defer Compensation becomes irrevocable as provided in Paragraph
3.2.

     

    1.22       “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as it may be amended from time to
time.

     

    1.23       “Participant” shall mean any
(a) Eligible Employee (i) who is selected to participate in this Plan, (ii) who
elects to participate in this Plan by signing a Participation Agreement, (iii)
who completes and signs certain Election Form(s) required by the Plan
Administrator, and (iv) whose signed Election Form(s) are accepted by the Plan
Administrator or (b) former Eligible Employee who continues to be entitled to a
benefit under this Plan. A spouse or former spouse of a Participant shall not be
treated as a Participant in this Plan or have an Account balance under this
Plan, even if he or she has an interest in the Participant’s benefits under this
Plan as a result of applicable law or property settlements resulting from legal
separation or marital dissolution or divorce.


    
      
         


      

      
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    1.24       “Participation Agreement” shall
mean the document executed by the Eligible Employee and Plan Administrator
whereby the Eligible Employee agrees to participate in the Plan.

     

    1.25       “Performance-Based
Compensation” shall mean that portion of a Participant’s Compensation
that is contingent on the satisfaction of pre-established organizational or
individual performance criteria relating to a performance period of at least
twelve (12) consecutive months in which the Participant performs services.
Organizational or individual performance criteria are considered pre-established
if established in writing by no later than ninety (90) days after the
commencement of the period of services to which the criteria relate, provided
that the right to receive the contingent portion is substantially uncertain, or
the amount of the contingent portion itself is not readily ascertainable, at the
time the criteria are established, within the meaning of Treasury Regulation
1.409A-1(e) and Applicable Guidance.

     

    1.26       “Permissible Payment” shall
mean a payment made to a Participant or his Beneficiary under the terms of this
Plan upon the occurrence of one or more of the following six (6) events: (i) the
Participant’s Separation from Service, (ii) the Participant’s death, (iii) the
Participant’s Disability, (iv) a Change of Control, (v) the occurrence of an
Unforeseeable Emergency, or (vi) a time (or pursuant to a fixed schedule)
selected by the Participant in accordance with this Plan, within the meaning of
Treasury Regulation 1.409A-3(a) and Applicable Guidance.

     

    1.27       “Plan” shall mean the Drew
Industries Incorporated Executive Non-Qualified Deferred Compensation Plan,
which shall be evidenced by this instrument, as amended from time to
time.

     

    1.28       “Plan Administrator” shall be a
group consisting of the CEO, CFO and the Chief Legal Officer of Drew and their
designees.  A Participant in the Plan may not serve as a singular Plan
Administrator.  If a Participant is part of a group of persons
designated as a committee or Plan Administrator, then the Participant may not
participate in any activity or decision relating solely to his or her individual
benefits under this Plan.  Matters solely affecting the applicable
Participant will be resolved by the remaining Plan Administrator
members.

     

    1.29       “Plan Year” shall mean, for the
first plan year, the period beginning on January 1, 2007 and ending December 31
of such calendar year, and thereafter, a twelve (12) month period beginning
January 1 of each calendar year and continuing through December 31 of such
calendar year.

     

    1.30       “Scheduled Withdrawal Account”
shall mean: (i) the sum of (A) the Participant’s Annual Deferral Amount that may
be allocated in whole or in part by a Participant pursuant to his or her
deferral election to the Scheduled Withdrawal Account for any Plan Year, plus
(B) amounts credited (net of amounts debited, which may result in an aggregate
negative number) from Deemed Investment Options, less (ii) the sum of (A) all
distributions made to, and all withdrawals by, the Participant or his or her
Beneficiary and (B) all tax withholding amounts which may have been deducted
from the Participant’s Scheduled Withdrawal Account. At the time of the
Participant’s deferral election for  each Plan Year, the
Participant  shall specify the time and form in which payment shall be
made to the Participant or his or her Beneficiary from this
Account.  The Participant may be permitted to change the time or form
of payment subject to Paragraph 7.7 (Subsequent Changes in the Time or Form of
Payment) below.


    
      
         


      

      
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    1.31       “Section 409A” shall mean
Section 409A of the Code and the Treasury Regulations or other authoritative
guidance issued under that Section.

     

    1.32       “Specified Employee” shall mean
a key employee (as defined by Section 416(i) of the Code without regard to
paragraph (5) thereof, and as further defined in Treasury Regulation
1.409A-(1)(i)) of the Employer where the stock of the Employer (or the stock of
any Affiliate) is publicly traded on an established securities market or
otherwise within the meaning of Section 409A(2)(B)(i). Notwithstanding other
provisions of this Plan to the contrary, distributions to Specified Employees
(if any) may not be made or commence before the date which is six (6) months
after the date of Separation From Service (or, if earlier, the date of death of
the Specified Employee).  A Participant meeting the definition of
Specified Employee on any December 31 or during the 12 month period ending
December 31 will be treated as a Specified Employee for the 12 month period
commencing the following April 1.

     

    1.33       “Separation From Service”
shall mean a Participant’s termination of active employment, whether voluntary
or involuntary (other than by death or Disability) with the Employer and any
Affiliate, within the meaning of Treasury Regulation 1.409A-1(h).  The
Plan Administrator will determine whether the Participant has terminated active
employment (and incurred a Separation From Service) based upon facts and
circumstances as described in Treasury Regulation
1.409A-1(h)(1)(ii).  A Participant incurs a Separation From Service if
the Employer and the Participant reasonably anticipate the Participant will not
perform any additional services after a certain date or that the level of bona
fide services (as an Employee or independent contractor) will permanently
decrease to no more than twenty (20%) percent of the average level of bona fide
services performed over the immediately preceding 36-month period.  A
Participant does not incur a Separation From Service while on a bona fide leave
of absence of not more than six months or if longer, so long as the Participant
has a legal right to reemployment, as described in Treasury Regulation
1.409A-1(h)(1)(i).

     

    1.34       “Separation From Service
Account” shall mean (i) the sum of (A) the Participant’s Annual Deferral
Amount that may be allocated in whole or in part by a Participant pursuant to
his or her deferral election to the Separation From Service Account for any Plan
Year, plus (B) amounts credited (net of amounts debited, which may result in an
aggregate negative number) from Deemed Investment Options, less (ii) the sum of
(A) all distributions made to, and all withdrawals by, the Participant and his
or her Beneficiary and (B) all tax withholding amounts which may have been
deducted from the Participant’s Separation From Service Account. At the time of
the Participant’s deferral election for each Plan Year, the Participant may
specify the form in which payment shall be made to the Participant or his or her
Beneficiary from this Account.  The Participant may be permitted to
change the form of payment subject to Paragraph 7.7 (Subsequent Changes in the
Time or Form of Payment) below.

     

    1.35       “Treasury Regulations” shall
mean regulations promulgated by the Internal Revenue Service for the U.S.
Department of the Treasury, either proposed, temporary or final, as they may be
amended from time to time.

     

    1.36       “Trust” shall mean a trust
that may be established in accordance with the terms of Article 12 of this
Plan.

     

    1.37       “Unforeseeable Emergency” shall
mean a severe financial hardship of the Participant or Beneficiary resulting
from an illness or accident of the Participant or Beneficiary, the Participant’s
or Beneficiary’s spouse, or the Participant’s or Beneficiary’s dependent(s) (as
defined in Section 152(a) of the Code) or loss of the Participant’s or
Beneficiary’s property due to casualty or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant or Beneficiary, within the meaning of Section 409A and Treasury
Regulation 1.409A-3(g)(3).


    
      
         


      

      
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    1.38       “Valuation Date” shall mean
each day at the close of business (currently 4:00 p.m. Eastern Time) of the New
York Stock Exchange (“NYSE”), on days that the NYSE
is open for trading or any other day on which there is sufficient trading in
securities of the applicable fund to materially affect the unit value of the
fund and the corresponding unit value of the Participant’s Deemed Investment
Options. If the NYSE extends its closing beyond 4:00 p.m. Eastern Time, and
continues to value after the time of closing, the Plan Administrator reserves
the right to treat communications received after 4:00 p.m. Eastern Time as being
received as of the beginning of the next day.

     

    1.39       “Year of Plan Participation”
shall mean each twelve (12) month period during which the Participant is
employed on a full-time basis by the Employer (determined without regard to
whether deferrals have been made by a Participant for any Plan Year), inclusive
of any approved leaves of absence, beginning on the Participant’s Entry
Date.

     

    1.40       “Year of Service” shall mean
each twelve (12) month period during which the Participant is employed on a
full-time basis by the Employer, with a minimum of 1,000 hours of service,
inclusive of any approved leaves of absence, beginning on the Participant’s date
of hire.

     

    ARTICLE
2

    Selection, Enrollment,
Eligibility

     

    2.1         Selection
by Plan Sponsor. Participation in this Plan shall be limited to a select
group of management or highly compensated employees of the Employer, as
determined by the Plan Sponsor in its sole and absolute discretion. The initial
group of Eligible Employees shall become Participants on the Effective Date of
this Plan. Any individual selected as an Eligible Employee after the Effective
Date, shall become a Participant on the first Entry Date occurring on or after
the date on which he or she becomes an Eligible Employee.

     

    2.2         Re-Employment.  If
a Participant who incurs a Separation from Service is subsequently re-employed
by the Employer, he or she may, at the sole and absolute discretion of the Plan
Administrator, become a Participant in accordance with the provisions of this
Plan.

     

    2.3         Enrollment
Requirements. As a condition to participation in this Plan, each selected
Eligible Employee shall complete, execute, and return to the Plan Administrator
a Participation Agreement and Election Form within the time specified by the
Plan Administrator in accordance with Article 3.  In addition, the
Plan Administrator shall establish such other enrollment requirements as it
determines necessary or advisable. All elections to defer Compensation with
respect to a Plan Year shall be irrevocable, except as permitted in the event of
an Unforeseeable Emergency pursuant to Paragraph 3.2(d) below.

     

    2.4         Plan
Aggregation Rules.  This
Plan shall constitute an “account balance plan” as defined in Treasury
Regulation 31.3121(v)(2)-1(c)(1)(ii)(A).  For purposes of Section
409A, all amounts deferred by or on behalf of a Participant under this Plan
shall be aggregated with deferred amounts under other “account balance plans”
currently maintained or adopted in the future by the Employer, as required by
Applicable Guidance and all amounts shall be treated as deferred under the rules
governing a single plan.


    
      
         


      

      
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    ARTICLE
3

    Contributions and
Credits

     

    3.1         Annual
Deferral Amount.

     

    (a)          Minimum
Deferrals. For
each Plan Year, a Participant may elect to defer Compensation in fixed dollar
amounts or percentages subject to the minimums (if any) set forth in his or her
Election Form. If the election is made for less than the stated minimum amount,
or if no election is made, the amount deferred shall be zero.

     

    (b)         Maximum
Deferrals. For
each Plan Year, a Participant may elect to defer Compensation in fixed dollar
amounts or percentages subject to the maximums (if any) set forth in his or her
Election Form. If the election is made for more than the stated maximum amount,
then the amount deferred shall default to the maximum amount.

     

    3.2         Election
to Defer Compensation.

     

    (a)         Deferral
Election Rules. A Participant shall make an election to defer
Compensation for each Plan Year on the Election Form provided by the Plan
Sponsor.  The Election Form must be delivered to the Plan
Administrator during the Participant’s taxable year before the Plan Year in
which the services are performed.  An election to defer Compensation
is not considered made until it becomes irrevocable.  An election may
be changed any number of times during the period prior to the election becoming
irrevocable.  An election shall become irrevocable on the last day of
the Participant’s taxable year before the Plan Year in which the services are
performed.  If no Election Form is timely delivered for a Plan Year,
the Annual Deferral Amount shall be zero for that Plan Year. An election to
defer Compensation shall include an election as to both the time and form of
payment.

     

    (b)         Short
Plan Year. If an Eligible Employee becomes a Participant after the
beginning of a Plan Year, he or she may make an initial deferral election within
thirty (30) days after the date he or she first becomes an Eligible Employee
with respect to Compensation payable for services to be performed subsequent to
the election becoming irrevocable.  Any such election shall become
irrevocable on the thirtieth (30th) day
following the date the Participant first becomes an Eligible Employee (or such
earlier date as may be specified by the Plan Sponsor in the initial deferral
Election Form provided to the Participant).  In the event an election
of deferral is made with respect to an Annual Bonus in the first year of
eligibility but after the beginning of a performance period, the deferral
election will apply to the portion of the Annual Bonus payable for services
performed subsequent to the election and will be calculated based on the total
Annual Bonus for the performance period multiplied by a fraction whose numerator
is the number of days remaining in the performance period after the election and
whose denominator is the total number of days in the performance
period.

     

    (c)         Bonus
Qualifying as Performance-Based Compensation. Notwithstanding anything in
Paragraph 3.2(a) or (b) above to the contrary, to the extent that the Employer
determines that an Eligible Employee’s bonus constitutes Performance-Based
Compensation, within the meaning of Section 409A(a)(4)(B)(iii) of the Code,
based on services performed over a period of at least twelve (12) months, an
election to defer Performance-Based Compensation with respect to a performance
period shall be made on or before the day which is six (6) months before the end
of the performance period. In no event may an election to defer
Performance-Based Compensation be made after such has become both substantially
certain to be paid and readily ascertainable, within the meaning of Treasury
Regulations 1.409A-2(a)(7).


    
      
         


      

      
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    (d)         Terminations
of Deferral Elections Following an Unforeseeable Emergency. If a
Participant receives a payment upon an Unforeseeable Emergency under this Plan,
the deferral election for that Plan Year shall terminate upon payment from his
or her Account to the Participant. A Participant may again elect to defer
Compensation for any succeeding  Plan Year, in accordance with the
terms of this Plan.

     

    (e)         Changes
in Status/Re-Employment. If a Participant who incurs a Separation from
Service is subsequently re-employed by the Employer and is again designated an
Eligible Employee, he or she shall be eligible to participate in this Plan and
may elect to defer Compensation payable for services performed for the Employer
during the Plan Year following the year in which he or she was again designated
an Eligible Employee.  Notwithstanding the foregoing to the contrary,
if a Participant has been paid the entire balance of his or her Accounts and on
or before the last payment ceases to be eligible to participate in this Plan,
but thereafter becomes an Eligible Employee, he or she (i) shall be treated as
initially eligible to participate in this Plan and (ii) shall be permitted to
make an initial deferral election as provided in Paragraph 3.2
(b).  If a Participant ceases to be eligible to participate in this
Plan (other than for adjustments to his or her Accounts for deemed investment
performance and distributions), regardless of whether the Participant has been
paid the entire balance of his or her Accounts, and subsequently becomes and
Eligible Employee, he or she (i) shall be treated as initially eligible to
participate in this Plan provided that the period during which such Participant
was ineligible was at least twenty-four (24) months and (ii) shall be permitted
to make an initial deferral election as provided in Paragraph 3.2
(b).  The provisions of this Paragraph 3.2(e) shall be applied in
accordance with Treasury Regulation 1.409A-2(a)(7).

     

     3.3        Withholding
and Crediting of Annual Deferral Amounts. For each Plan Year, the Base
Salary portion of the Annual Deferral Amount shall be withheld from each
regularly scheduled payroll in approximately equal amounts (or as otherwise
specified by the Plan Administrator), as adjusted from time to time for
increases and decreases in Base Salary if the Annual Deferral Amount with
respect to Base Salary is expressed as a percentage. The Annual Bonus and/or
Performance-Based Compensation portion of the Annual Deferral Amount shall be
withheld at the time such Compensation otherwise would be paid to the
Participant. Annual Deferral Amounts shall be credited to a Participant’s
Separation From Service Account and/or Scheduled Withdrawal Account at the time
such amounts would otherwise have been paid to a Participant.

     

    ARTICLE
4

    Account Allocation
Elections

     

    4.1         Scheduled
Withdrawal Account and Separation From Service Account Allocation. In
connection with a Participant’s election to defer Compensation for any one Plan
Year, a Participant may irrevocably elect to allocate all or a portion of the
Annual Deferral Amount for that Plan Year to his or her Scheduled Withdrawal
Account and/or his or her Separation From Service Account.


    
      
         


      

      
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    ARTICLE
5

    Earnings or Losses on
Account(s)

     

    5.1         Deemed
Investment Options.  The Plan
Administrator shall select from time to time certain mutual funds, insurance
company separate accounts, indexed rates or other methods (the “Deemed Investment Options”)
for purposes of crediting or debiting additional amounts to each Participant’s
Account(s). The Plan Administrator may discontinue, substitute or add Deemed
Investment Options. Any discontinuance, substitution, or addition of a Deemed
Investment Option will take effect as soon as administratively
practical.

     

    5.2         Allocation
of Deemed Earnings
or Losses on Accounts.  Subject to Paragraph 5.3 below, each
Participant shall have the right to direct the Plan Administrator as to how the
Participant’s Annual Deferral Amounts shall be deemed to be invested, (“Deemed Investments”), subject
to any operating rules and procedures imposed from time to time by the Plan
Administrator. As of each Valuation Date, the Participant’s Account(s) will be
credited or debited to reflect the Participant’s Deemed
Investments.

     

    5.3         Deemed
Investment Directions of Participants. A Participant’s Deemed Investment
directions for his or her Separation From Service Account and/or Scheduled
Withdrawal Account shall be subject to the following rules:

     

    (a)            
Any initial or subsequent Deemed Investment direction shall be in writing, on a
form supplied by and filed with the Plan Administrator (or made in any other
manner specified by the Plan Administrator), and shall be effective on such date
as specified by the Plan Administrator.

     

    (b)            
All Deemed Investment directions shall continue indefinitely until changed by
the Participant in the manner permitted by the Plan Administrator.

     

    (c)            
If the Plan Administrator receives an initial or revised Deemed Investment
direction which it determines to be incomplete, unclear or improper, the
Participant’s Deemed Investment direction then in effect shall remain in effect
(or, in the case of a deficiency in an initial Deemed Investment direction, the
Participant shall be deemed to have filed no Deemed Investment direction) until
a date so designated by the Plan Administrator in its sole and absolute
discretion, unless the Plan Administrator provides for, and permits the
application of, corrective action prior to that date.

     

    (d)            
Each Participant, as a condition of his or her participation in the Plan, agrees
to indemnify and hold harmless the Plan Sponsor, his or her Employer and the
Plan Administrator from any losses or damages of any kind relating to the Deemed
Investment of the Participant’s Account(s).

     

    (e)            
Each reference in this Article to a Participant shall be deemed to include,
where applicable, the Beneficiary.

     

    (f)             
In making any election described in this Article, the Participant shall specify
on the deemed investment Election Form (or in any other manner specified by the
Plan Administrator), in increments of at least one full percent (1.0%), the
percentage of the Participant’s Account(s) to be allocated to a Deemed
Investment Option. A Participant’s election must total one hundred percent
(100%). If the Plan Administrator possesses (or is deemed to possess, as
provided in Paragraph 5.3(c) above) at any time Deemed Investment directions of
less than 100% of a Participant’s Separation From Service Account, or Scheduled
Withdrawal Account, the Participant shall be deemed to have directed that the
undesignated portion of the said Account(s) be deemed to be invested in a money
market, fixed income, or similar fund made available under this Plan as
determined by the Plan Administrator.


    
      
         


      

      
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    (g)            
The Deemed Investment Options
are to be used for measurement purposes only, and a Participant’s election of
any such Deemed Investments, the allocation of such Deemed Investments to his or
her Account(s), the calculation of additional amounts and the crediting or
debiting of such amounts to a Participant’s Account(s) shall not be considered or construed in any
manner as an actual investment of his or her Account balance in any such Deemed
Investments. In the event that the Plan Sponsor, the Employer or the trustee of
the Trust, in its own discretion, decides to invest funds in any or all of the
investments on which any of the Deemed Investments are based, no Participant (or
Beneficiary) shall have any rights in or to such investments themselves. Without
limiting the foregoing, a Participant’s Account(s) shall at all times be a
bookkeeping entry only and shall not represent any investment made on his or her
behalf by the Plan Sponsor or the Trust.  The Participant (or
Beneficiary) shall at all times remain an unsecured creditor of the Employer.
Any liability of the Employer to any Participant, former Participant, or
Beneficiary with respect to a right to payment shall be based solely upon
contractual obligations created by this Plan.

     

    ARTICLE
6

    Vesting and
Taxes

     

    6.1         Vesting
of Benefits.   A Participant shall at all times be 100%
vested in his or her Separation From Service Account and Scheduled Withdrawal
Account.

     

    6.2         FICA,
Withholding and Other Taxes.

     

    (a)            
Annual
Deferral Amounts. For each Plan Year in which an Annual Deferral Amount
is being withheld from a Participant, the Employer shall withhold from that
portion of the Participant’s Base Salary, Annual Bonus, and Performance-Based
Compensation that is not being deferred, in a manner determined in the sole
discretion of the Employer, the Participant’s share of FICA and other employment
taxes on such Annual Deferral Amount. If necessary, the Employer may reduce all
or a portion of the Annual Deferral Amount in order to comply with this
Paragraph 6.2.

     

    (b)             Distributions.
The Employer, or trustee of the Trust, shall withhold from any payments made to
a Participant or Beneficiary under this Plan all federal, state and local
income, employment and other taxes required to be withheld by the Employer in a
manner elected by the Participant or Beneficiary (or in the absence of such an
election, in a manner determined in the sole and absolute discretion of the
Employer or the trustee of the Trust), provided that such manner complies with
applicable tax withholding requirements.

     

    ARTICLE
7

    Permissible Payments,
Changes in Time and Form of Payments, Method of Payments

     

    7.1         Payment
Following Separation From Service.   A Participant shall
be paid his or her Account balance with payments being made on the 90th day
following the Participant’s Separation From Service. Notwithstanding the above,
if the Participant is a Specified Employee, such payment shall instead be made
or commence six (6) months after the Participant’s Separation From
Service.


    
      
         


      

      
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    7.2         Payment
Following Disability. In the event of a Participant’s Disability, the
Participant shall be paid his or her Account balance with payment or payments
being made or commencing on the 90th day
following the determination of a Participant’s
Disability.  Notwithstanding anything in this Plan to the contrary,
any payment following the determination of a Participant’s Disability shall be
deemed to have been made solely on account of such Disability and shall not
require a Participant’s termination of active employment.

     

    7.3         Payment
Following Death. In the event of the Participant’s death, the
Participant’s Beneficiary shall be paid the Participant’s Account balance with
payment or payments being made or commencing on the 90th day
following the date of death of the Participant (without regard to whether the
Participant was treated as a Specified Employee).

     

    7.4         Payment
at a Specified Time. In connection with each
Plan Year election to defer Compensation, a Participant may irrevocably elect to
allocate some or all of the Annual Deferral Amount for that Plan Year to a
Scheduled Withdrawal Account. The Scheduled Withdrawal Account shall be adjusted
for amounts credited or debited in the manner provided for in Article 5. The
Participant will select a specific date for payment (or commencement of payment)
of his or her Scheduled Withdrawal Account. The Plan Sponsor, in its sole
discretion, may require the specified date of payment (or commencement of
payment) to be no earlier than a stated number of years subsequent to the
deferral election Plan Year. A Scheduled Withdrawal Account shall be paid (or
commence to be paid) on the 60th day
after the selected scheduled withdrawal date.  Notwithstanding
anything in this Paragraph 7.4 to the contrary, should any Permissible Payment
event set forth in Paragraphs 7.1, 7.2, 7.3 or 7.5 occur before distributions
have commenced or been made from a Participant's Scheduled Withdrawal
Account(s), all remaining amounts credited to such Accounts shall be paid in
accordance with the Participant's election as to the time and form of payment
which relates to the Permissible Payment event which triggers the distribution
and not under the Participant's election as to the time and form of payment
which relates to his or her Scheduled Withdrawal Account(s).

     

    7.5         Payment
Following Change in Control. A Participant shall be
paid his or her vested Account balance following a Change in Control with
payments being made or commencing on the 90th day
following the Change in Control, but only to the extent such payment(s) complies
with Applicable Guidance.

     

    7.6         Payment
in the Event of an Unforeseeable Emergency. If the Participant
experiences an Unforeseeable Emergency, the Participant may petition the Plan
Administrator for payment of an amount that shall not exceed the lesser of: (i)
the Participant’s Account(s), or (ii) the amount reasonably needed to satisfy
the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably
anticipated as a result of the payment. A Participant may not receive such a
payment to the extent that the Unforeseeable Emergency is or may be relieved:
(a) through reimbursement or compensation by insurance or otherwise, or (b) by
liquidation of the Participant’s assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship. If the Plan
Administrator approves a Participant’s petition for such a payment, then the
Participant shall receive said payment, in a lump sum,  as soon as
administratively feasible after such approval.

     

    7.7         Subsequent
Changes in the Time or Form of Payment. If permitted by the Plan
Sponsor, but subject to limitations below, a Participant may elect to change the
time or  form of payment to him or her, by submitting a new Election
Form to the Plan Administrator, provided the following conditions are
met:


    
      
         


      

      
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    (i)           Such
change will not take effect until at least twelve (12) months after the date on
which the new election is made and approved by the Plan
Administrator;

     

    (ii)           With
respect to an election related to payments made at a specified time or on a
fixed schedule, such change cannot be made less than twelve (12) months before
the date of the first scheduled original payment; and

     

    (iii)           In
the case of an election related to a payment other than a payment on account of
death, Disability, or Unforeseeable Emergency, the first payment with
respect to which the change is made must be deferred for a period of not less
than five (5) years from the date such payment would otherwise have been
made.

     

    Notwithstanding
anything in this Paragraph 7.7 or in this Plan to the contrary, the Plan shall
recognize any permissible Participant elections made on or before December 31,
2008, including changes to such elections with respect to the time or form of
payment of a pre-2009 Plan Year Annual Deferral Amount, provided such elections
or changes were made in accordance with Notice 2007-86 or other Applicable
Guidance.

     

    7.8         Effect of
Other Permissible Payment Events.  In the event a
Participant is receiving distributions under this Plan as a result of the
occurrence of an event set forth in either Paragraph 7.1 or 7.4 above, and an
intervening event (“Intervening
Event”) occurs with respect to such Participant that would have triggered
distributions to him or her under any of Paragraphs 7.1, 7.2, 7.3, or 7.5, any
Account balances then being distributed to the Participant shall be paid to him
or her in accordance with the provisions of the stated Paragraph triggered by
the occurrence of the Intervening Event, but only in accordance with Treasury
Regulation 1.409A-3(j)(1) and other Applicable
Guidance.  Notwithstanding any of the foregoing, in the event of the
death of a Participant after installment payments have commenced as a result of
the occurrence of any other Permissible Payment event, the remaining balance in
all of his or her Accounts will be paid in a lump sum to the Beneficiary in
accordance with Paragraph 7.3.

     

    7.9        Method of
Payment.

     

    (a)            
Cash
Payments. All Permissible Payments made under the Plan shall be made in
cash.

     

    (b)            
Definition
of Payment.  Except as otherwise provided in Paragraph 7.9(c),
each "payment" for purposes of applying Paragraph 7.7 is each separately
identified amount that is to be paid to a Participant pursuant to this Plan on a
determinable date and includes amounts paid for the benefit of the Participant.
An amount is "separately identified" only if the Employer can objectively
determine the amount. A payment includes the provision of any taxable benefit,
including payment in cash.


    
      
         


      

      
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    (c)            
Installment
Payments and Life Annuities.  A life annuity is
treated as a single payment. For purposes of this Paragraph, a "life annuity” is
a series of substantially equal periodic payments, payable not less frequently
than annually, for the life (or life expectancy) of the Participant, or the
joint lives (or life expectancies) of the Participant and his/her Beneficiary. A
change in the form of payment from one type of life annuity to another before
any payment has been made is not subject to the change payment election
requirements provided that the annuities are actuarially equivalent, applying
reasonable actuarial assumptions.  A series of installment payments
which is not a life annuity shall be treated as a series of separate
payments.  For purposes of this Paragraph, 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 in the payment amounts reflects reasonable earnings through the date of
payment.

     

    (d)            
Form of
Payment. If permitted by the Plan Sponsor, a Participant, in connection
with his or her commencement of participation in the Plan, may elect the form
(method) of payment for the applicable Permissible Payment event. Upon the
occurrence of a Permissible Payment event, the Account(s) shall be calculated as
of the Valuation Date of said event. If a Participant has failed to select a
payment form, his or her Account(s) shall be paid in a lump sum. Installment
payments (if applicable) made after the first payment shall be paid on each
applicable anniversary of the first payment date until all required installments
have been paid. The amount of each payment shall be determined by dividing the
value of the Account(s) immediately prior to such payment by the number of
payments remaining to be paid. Any unpaid Account Balance shall continue to be
deemed to be invested pursuant to Article 5, in which case any deemed income,
gains, losses, or expenses shall be reflected in the actual payments. The final
installment payment shall be equal to the balance of the Account(s), calculated
as of the applicable anniversary.

     

    (e)            
Lump Sum
Payment of Minimum Account Balances. Notwithstanding anything
else contained herein to the contrary, if a Participant or Beneficiary is to
receive a Permissible Payment in the form of installments, and if the Account
balances for a Participant at the due date of the first installment is Fifty
Thousand Dollars ($50,000.00) or less, payment of the Account(s) shall be made
instead in a lump sum, and no installment payments shall be
available.

     

    7.10      No
Accelerations. Notwithstanding anything in this Plan to the contrary,
neither the Plan Sponsor, the Employer nor a Participant may accelerate the time
of any payment or amount scheduled to be paid under this Plan, except as
otherwise permitted by Applicable Guidance.  The Plan Sponsor shall
deny any change made to an election if the Plan Sponsor determines that the
change violates the requirements of Applicable Guidance.  The Plan
Sponsor may, however, in its sole discretion and without Participant discretion
or election, elect to accelerate the time or schedule of payment of certain
distributions under this Plan in any or all of the circumstances described in
Treasury Regulation §§ 1.409A-3(j)(4)(ii) through (xiv), including but not
limited to:

     

    (a)             Domestic
Relations Order. Direct payment of a Participant’s vested Account Balance
may be made to an individual other than a Participant as necessary to fulfill a
domestic relations order, as defined in Section 414(p)(1)(B) of the
Code.

     

    (b)            
De
Minimis and Specified Amounts. The time of payment to a Participant may
be accelerated, provided that: (i) the payment accompanies the termination in
the entirety of the Participant’s interest in this Plan and all similar plans;
(ii) the payment is made on or before the later of: (A) December 31 of the
calendar year in which occurs the Participant’s Separation From Service, and (B)
the date which is 2 1⁄2 months after the Participant’s Separation From Service;
and (iii) the payment is not greater than the applicable dollar amount in effect
under Section 402(g)(1)(B) of the Code.


    
      
         


      

      
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    (c)         Payment
of Employment Taxes. The time of a payment to pay the Federal Insurance
Contributions Act (FICA) tax imposed on Compensation deferred by a Participant
under this Plan (the “FICA
amount”) may be accelerated. Additionally, the acceleration of the time a
payment to pay the income tax on wages imposed as a result of the payment of the
FICA amount, and to pay the additional income tax on wages attributable to the
pyramiding of wages and taxes also is permissible.  However, the total
payment under this acceleration provision may not exceed the aggregate of the
FICA amount plus the income tax required to be withheld with respect to such
FICA amount.

     

    (d)         Payment
upon Income Inclusion under Section 409A.  The time of a
payment to a Participant may be accelerated at any time this Plan fails to meet
the requirements of Section 409A and related Treasury
Regulations.  However, such payment may not exceed the amount required
to be included in income as a result of the failure to comply with the
requirements of Section 409A and Applicable Guidance.

     

     7.11      Unsecured
General Creditor Status of Participant.

     

    (a)             Every payment to a Participant or
Beneficiary hereunder shall be made from assets which shall continue, for all
purposes, to be part of the general, unrestricted assets of the Employer and no
person shall have any interest in any such asset by virtue of any provision of
this Plan. The Employer’s obligation hereunder shall be an unfunded and
unsecured promise to pay money in the future.  To the extent that any
person acquires a right to receive payments from the Employer under the
provisions hereof, such right shall be no greater than the right of any
unsecured general creditor of the Employer and no such person shall have or
acquire any legal or equitable right, interest or claim in or to any property or
assets of the Employer.

     

    (b)             In
the event that the Employer purchases an insurance policy or policies insuring
the life of a Participant, to allow the Employer to recover or meet the cost of
providing benefits, in whole or in part, hereunder, no Participant or
Beneficiary shall have any rights whatsoever in said policy or the proceeds
therefrom, but all
of such policies and the proceeds therefrom shall be subject to the claims of
the creditors of the Employer. The Employer, or the Trustee of the Trust,
shall be the owner and beneficiary of any such insurance policy and shall
possess and may exercise all incidents of ownership therein.

     

    (c)             If
the Employer chooses to obtain insurance on the life of a Participant in
connection with its obligations under this Plan, the Participant hereby agrees
to take such physical examinations and to truthfully and completely supply such
information as may be required by the Employer or the insurance company
designated by the Employer.

     

    7.12      Facility
of Payment.  If a distribution is to be made to a minor, or to
a person who is otherwise incompetent, then the Plan Administrator may make such
distribution: (i) to the legal guardian, or if none, to a parent of a minor
payee with whom the payee maintains his or her residence, or (ii) to the
conservator or administrator or, if none, to the person having custody of an
incompetent payee or as a court of competent jurisdiction should otherwise
direct. Any such distribution shall fully discharge the Plan Sponsor and the
Plan Administrator from further liability on account thereof.


    
      
         


      

      
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    7.13       Delay in
Payment by Employer.   In the case of payments by the
Employer to a Participant or Beneficiary, the deduction for which would be
limited or eliminated by the application of Section 162(m) of the Code, payments
that would otherwise violate securities laws, or payments that would violate
loan covenants or other contractual terms to which the Employer is a party, and
where such a violation would result in material harm to the Employer, said
payments may be delayed.  In the case of deduction limitations imposed
by Section 162(m) of the Code, payment will be deferred either to any date in
the first calendar year in which the Employer reasonably anticipates that a
payment of such amount would not result in a limitation under Section 162(m) or
in the year in which the Participant experiences Separation From
Service.  Payments delayed for other permissible reasons must be made
in the first calendar year in which the Employer reasonably anticipates that the
payment would not violate the applicable loan covenants or other terms, the
violation would not result in material harm to the Employer, and the payment
would not result in a violation of Federal securities laws or other applicable
laws.

     

    7.14       Treatment
of Payment as Made on Designated Payment Date.  Each payment
under this Plan is deemed made on the required payment date even if the payment
is made after such date, provided the payment is made by the later of: (i) in
case the Plan Administrator cannot calculate the payment amount on account of
administrative impracticality which is beyond the Participant's control (or the
control of the Participant's estate), in the first calendar year in which
payment is practicable; and (ii) in case the Employer does not have sufficient
funds to make the payment without jeopardizing the Employer’s solvency, in the
first calendar year in which the Employer’s funds are sufficient to make the
payment without jeopardizing the Employer’s solvency.

     

    ARTICLE
8

    Beneficiary
Designation

     

    8.1         Designation
of Beneficiaries.

     

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

     

    (b)             In
the absence of a valid Beneficiary designation, or if, at the time any benefit
payment is due to a Beneficiary, there is no living Beneficiary validly named by
the Participant, the benefit payment shall be made to the Participant’s spouse,
if then living, and if the spouse is not then living to the Participant’s then
living descendants, if any, per stripes, and if there are no living descendants,
to the Participant’s estate. In determining the existence or identity of anyone
entitled to a benefit payment, the Plan Administrator may rely conclusively upon
information supplied by the Participant’s personal representative, executor or
administrator.

     

    (c)             If
a question arises as to the existence or identity of anyone entitled to receive
a death benefit payment under this Plan, or if a dispute arises with respect to
any death benefit payment under this Plan, the payment may be made to the
Participant’s estate without liability for any tax or other consequences and the
Plan Administrator and the Employer may take any other action which they deem to
be appropriate.


    
      
         


      

      
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    8.2         Information
to be Furnished by Participants and Beneficiaries; Inability to Locate
Participants or Beneficiaries. Any communication, statement or notice
addressed to a Participant or to a Beneficiary at his or her last post office
address as shown on the Plan Administrator’s records shall be binding on the
Participant or Beneficiary for all purposes of this Plan. Neither the Plan
Administrator nor the Employer shall be obligated to search for any Participant
or Beneficiary beyond the sending of a letter to the last known address in
accordance with the provisions of Paragraph 13.6 below.

     

    ARTICLE
9

    Termination

     

    9.1         Plan
Termination.  The Plan Sponsor  reserves the right to
terminate this Plan in  accordance with one of the following, subject
to the restrictions imposed by Section 409A and Applicable
Guidance:

     

    (a)             Corporate
Dissolution or Bankruptcy.  This Plan may be terminated within
twelve (12) months of a corporate dissolution taxed under Section 331 of the
Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section
503(b)(1)(A), and distributions may then be made to Participants provided that
the amounts deferred under this Plan are included in the Participants’ gross
income in the latest of:

     

    (i)           the
calendar year in which the Plan termination occurs;

     

    (ii)           the
calendar year in which the amount is no longer  subject to a
substantial risk of forfeiture; or

     

    (iii)           the
first calendar year in which the payment is  administratively
practicable.

     

    (b)             Change of
Control.  This Plan may be
terminated within the thirty (30) days preceding or the twelve (12) months
following a Change of Control.  This Plan will then be treated as
terminated only if all substantially similar arrangements sponsored by the
Employer or any of its Affiliates are terminated so that all participants in all
similar arrangements are required to receive all amounts of Compensation
deferred under the terminated arrangements within twelve (12) months of the date
of termination of the arrangements.

     

    (c)              Discretionary
Termination.  The Plan Sponsor may also terminate
this  Plan and make distributions provided that:

     

    (i)           All
plans sponsored by the Plan Sponsor or its Affiliates that would
be  aggregated with any terminated arrangements under Treasury
Regulations 1.409A-1(c) if the same Participants participated in both
arrangements are terminated;

     

    (ii)           No
payments other than payments that would be payable under the terms of this Plan
if the termination had not occurred are made within twelve (12) months of this
Plan’s termination date;

     

    (iii)           All
payments are made within twenty-four (24) months of this Plan’s termination
date; and


    
      
         


      

      
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    (iv)           Neither
the Plan Sponsor nor any of its Affiliates adopts a new plan that would be
aggregated with any terminated plan if the same Participant participated in both
arrangements, at any time within three years following the date of termination
of this Plan.

     

    9.2         Plan
Suspension.  Each Employer
reserves the right to suspend the operation of this Plan, but only for itself,
for a fixed or indeterminate period of time.

     

    ARTICLE
10

    Administration

     

    10.1       Plan
Administrator Duties.  The Plan Administrator shall be
responsible for the management, operation and administration of the Plan. The
Plan Administrator shall act at meetings by affirmative vote of a majority of
its members. Any action permitted to be taken at a meeting may be taken without
a meeting if, prior to such action, a unanimous written consent to the action is
signed by all members and such written consent is filed with the minutes of the
proceedings of the Plan Administrator, provided, however, that no member may
vote or act upon any matter which relates solely to himself or herself as a
Participant. The Chair or any other member or members of the Plan Administrator
designated by the Chair may execute any certificate or other written direction
on behalf of the Plan Administrator. When making a determination or calculation,
the Plan Administrator shall be entitled to rely on information furnished by a
Participant or the Employer. No provision of this Plan shall be construed as
imposing on the Plan Administrator any fiduciary duty under ERISA or other law,
or any duty similar to any fiduciary duty under ERISA or other law.

     

    10.2       Plan
Administrator Authority.  The Plan Administrator shall enforce
this Plan in accordance with its terms, shall be charged with the general
administration of this Plan, and shall have all powers necessary to accomplish
its purposes, including, but not by way of limitation, the
following:

     

    (a)              to
select the Deemed Investment Options available from time to time;

     

    (b)              to
construe and interpret the terms and provisions of this Plan;

     

    (c)              to
compute and certify the amount and kind of benefits payable to Participants and
their Beneficiaries; to determine the time and manner in which such benefits are
paid; and to determine the amount of any withholding taxes to be
deducted;

     

    (d)              to
maintain all records that may be necessary for the administration of this
Plan;

     

    (e)              to
provide for the disclosure of all information and the filing or provision of all
reports and statements to Participants, Beneficiaries and governmental agencies
as shall be required by law;

     

    (f)               to
make and publish such rules for the regulation of this Plan and procedures for
the administration of this Plan as are not inconsistent with the terms
hereof;

     

    (g)              to
administer this Plan’s claims procedures;

     

    (h)              to
approve election forms and procedures for use under this Plan;
and


    
      
         


      

      
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    (i)           to
appoint a Plan record keeper or any other agent, and to delegate to them such
powers and duties in connection with the administration of this Plan as the Plan
Administrator may from time to time prescribe.

     

    10.3       Binding
Effect of Decision. The decision or action of the Plan Administrator with
respect to any question arising out of or in connection with the administration,
interpretation and application of this Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in this Plan.

     

    10.4       Compensation
and Expenses. The Plan Administrator shall serve without compensation for
services rendered hereunder. The Plan Administrator is authorized at the expense
of the Employer to employ such legal counsel and/or Plan record keeper as it may
deem advisable to assist in the performance of its duties hereunder. Expense and
fees in connection with the administration of this Plan shall be paid by the
Plan Sponsor.

     

    10.5       Employer
Information. To enable the Plan Administrator to perform its functions,
the Employer shall supply full and timely information to the Plan Administrator
on all matters relating to the Compensation of its employees who are
Participants, the date and circumstances of the Disability, death, or Separation
From Service of its employees who are Participants, and such other pertinent
information as the Plan Administrator may reasonably require.

     

    10.6       Periodic
Statements. Under procedures established by the Plan Administrator, a
Participant shall be provided a statement of account on an annual basis (or more
frequently as the Plan Administrator shall determine) with respect to such
Participant’s Accounts.

     

    ARTICLE
11

    Claims
Procedures

     

    11.1       Claims
Procedure. This Article is based on final regulations issued by the
Department of Labor and published in the Federal Register on November 21, 2000
and codified in Section 2560.503-1 of the Department of Labor Regulations. If
any provision of this Article conflicts with the requirements of those
regulations, as the same may be modified from time to time, the requirements of
those regulations will prevail.

     

    (a)             Claim.
A Participant or Beneficiary (hereinafter referred to as a “Claimant”) who believes he or
she is entitled to any Plan benefit under this Plan may file a claim with his or
her Employer. The Employer shall review the claim itself or appoint an
individual or entity to review the claim.

     

    (b)             Claim
Decision. The Claimant shall be notified within ninety (90) days after
the claim is filed whether the claim is allowed or denied, unless the Claimant
receives written notice from his or her Employer or appointee of the Employer
prior to the end of the ninety (90) day period stating that special
circumstances require an extension of the time for decision. Such extension is
not to extend beyond the day which is one hundred eighty (180) days after the
day the claim is filed. If the Employer denies the claim, it must provide to the
Claimant, in writing or by electronic communication:

     

    (i)           the
specific reasons for such denial;

     

    (ii)          specific
reference to pertinent provisions of this Plan on which such denial is
based;


    
      
         


      

      
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    (iii)         a
description of any additional material or information necessary for the Claimant
to perfect his or her claim and an explanation why such material or such
information is necessary; and

     

    (iv)         a
description of the Plan’s appeal procedures and the time limits applicable to
such procedures, including a statement of the Claimant’s right to bring a civil
action under Section 502(a) of ERISA following a denial of the appeal of the
denial of the benefits claim.

     

    (c)             Review
Procedures.  A request for review of a denied claim must be
made in writing to the Employer within sixty (60) days after receiving notice of
denial. The decision upon review will be made within sixty (60) days after the
Employer’s receipt of a request for review, unless special circumstances require
an extension of time for processing, in which case a decision will be rendered
not later than one hundred twenty (120) days after receipt of a request for
review. A notice of such an extension must be provided to the Claimant within
the initial sixty (60) day period and must explain the special circumstances and
provide an expected date of decision.  The reviewer shall afford the
Claimant an opportunity to review and receive, without charge, all relevant
documents, information and records and to submit issues and comments in writing
to the Employer. The reviewer shall take into account all comments, documents,
records and other information submitted by the Claimant relating to the claim
regardless of whether the information was submitted or considered in the benefit
determination.  Upon completion of its review of an adverse initial
claim determination, the Employer will give the Claimant, in writing or by
electronic notification, a notice containing:

     

    (i)          its
decision;

     

    (ii)         the
specific reasons for the decision;

     

    (iii)        the
relevant Plan provisions on which its decision is based;

     

    (iv)        a
statement that the Claimant is entitled to receive, upon request and without
charge, reasonable access to, and copies of, all documents, records and other
information in the Plan’s files which is relevant to the Claimant’s claim for
benefit;

     

    (v)         a
statement describing the Claimant’s right to bring an action for judicial review
under Section 502(a) of ERISA; and

     

    (vi)        if
an internal rule, guideline, protocol, or other similar criterion was relied
upon in making the adverse determination on review, a statement that a copy of
the rule, guideline, protocol or other similar criterion will be provided
without charge to the Claimant upon request.

     

    (d)             Calculation
of Time Periods. For purposes of the time periods specified in this
Article, the period of time during which a benefit determination is required to
be made begins at the time a claim is filed in accordance with this Plan’s
procedures without regard to whether all the information necessary to make a
decision accompanies the claim. If a period of time is extended due to a
Claimant’s failure to submit all information necessary, the period for making
the determination shall be tolled from the date the notification is sent to the
Claimant until the date the Claimant responds.


    
      
         


      

      
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    (e)             Failure
of Plan to Follow Procedures. If the Employer fails to follow the claims
procedure required by this Article, a Claimant shall be deemed to have exhausted
the administrative remedies available under this Plan and shall be entitled to
pursue any available remedy under Section 502(a) of ERISA on the basis that this
Plan has failed to provide a reasonable claims procedure that would yield a
decision on the merits of the claim.

     

    (f)              Failure
of Claimant to Follow Procedures. A Claimant’s compliance with the
foregoing provisions of this Article is a mandatory prerequisite to the
Claimant’s right to commence any legal action with respect to any claim for
benefits under the Plan.

     

    11.2      
Arbitration
of Claims. All claims or controversies arising out of or in connection
with this Plan shall, subject to the initial review provided for in the
foregoing provisions of this Article, be resolved through arbitration as
provided in this Paragraph 11.2.  Except as otherwise agreed mutually
by the parties, any arbitration shall be administered under and by the Judicial
Arbitration & Mediation Services, Inc. (“JAMS”), in accordance with the
JAMS procedure then in effect. The arbitration shall be held in the JAMS office
nearest to where the Claimant is or was last employed by the Employer or at a
mutually agreeable location. The prevailing party in the arbitration shall have
the right to recover its reasonable attorney’s fees, disbursements and costs of
the arbitration (including enforcement of the arbitration decision), subject to
any contrary determination by the arbitrator.

     

    ARTICLE
12

    The
Trust

     

    12.1       Establishment
of Trust.  Each Employer may establish for itself a grantor
trust, of which the Employer is the grantor, within the meaning of subpart E,
part I, subchapter J, subtitle A of the Code, to pay benefits under this Plan
(the “Trust”). If the
Employer establishes the Trust, all benefits payable under this Plan to a
Participant shall be paid directly by the Employer from the Trust. To the extent
such benefits are not paid from the Trust, the benefits shall be paid from the
general assets of the Employer.  The Trust, if any, shall be an
irrevocable grantor trust which conforms to the terms of the model trust as
described in IRS Revenue Procedure 92-64, I.R.B. 1992-33, as same may be amended
or modified from time to time.  If the Employer establishes a Trust,
the assets of the Trust will be subject to the claims of the Employer’s
creditors in the event of its insolvency as set forth in applicable Revenue
Procedures. Except as may otherwise be provided under the Trust, the Employer
shall not be obligated to set aside, earmark or escrow any funds or other assets
to satisfy its obligations under this Plan, and the Participant and/or his or
her designated Beneficiaries shall not have any property interest in any
specific assets of the Employer other than the unsecured right to receive
payments from the Employer, as provided in this Plan.

     

    12.2       Interrelationship
of the Plan and the Trust.  The provisions of this Plan shall
govern the rights of a Participant to receive distributions pursuant to this
Plan.  The provisions of the Trust (if established) shall govern the
rights of the Participant and the creditors of the Employer to the assets
transferred to the Trust.  The Employer and each Participant shall at
all times remain liable to carry out its obligations under this
Plan.  The Employer’s obligations under this Plan may be satisfied
with Trust assets distributed pursuant to the terms of the Trust.

     

    12.3       Contribution
to the Trust.  Amounts may be contributed by the Employer to
the Trust at the sole discretion of the Employer.


    
      
         


      

      
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    ARTICLE
13

    Miscellaneous

     

    13.1       Validity.  In
case any provision of this Plan shall be illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal or invalid provision had
never been inserted herein. To the extent any provision of this Plan is
determined by the Plan Administrator (acting in good faith), the Internal
Revenue Service, the United States Department of the Treasury or a court of
competent jurisdiction to fail to comply with Section 409A of the Code or
Applicable Guidance with respect to any Participant or Participants, such
provision shall have no force or effect with respect to such Participant or
Participants.

     

    13.2       Nonassignability.
Neither any Participant nor any other person shall have any right to commute,
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate, alienate or convey in advance of actual receipt, the
amounts, if any, payable hereunder, or any part hereof, which are, and all
rights to which are expressly declared to be, unassignable and non-transferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment (except to the extent the Employer may be
required to garnish amounts from payments due under this Plan pursuant to
applicable law) or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant or any other person, be
transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency or be transferable to a spouse as a result of
a property settlement or otherwise. If any Participant, Beneficiary or successor
in interest is adjudicated bankrupt or purports to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber transfer,
hypothecate, alienate or convey in advance of actual receipt, the amount, if
any, payable hereunder, or any part thereof, the Plan Administrator, in its
discretion, may cancel such distribution or payment (or any part thereof) to or
for the benefit of such Participant, Beneficiary or successor in interest in
such manner as the Plan Administrator shall direct.

     

    13.3       Not a
Contract of Employment. The terms and conditions of this Plan shall not
be deemed to constitute a contract of employment between the Employer and the
Participant. Nothing in this Plan shall be deemed to give a Participant the
right to be retained in the service of the Employer as an employee or otherwise
or to interfere with the right of the Employer to discipline or discharge the
Participant at any time.

     

    13.4       Unclaimed
Benefits.  In the case of a benefit payable on behalf of a
Participant, if the Plan Administrator is unable to locate the Participant or
Beneficiary to whom such benefit is payable, such Plan benefit may be forfeited
to the Employer upon the Plan Administrator’s determination. Notwithstanding the
foregoing, if, subsequent to any such forfeiture, the Participant or Beneficiary
to whom such Plan benefit is payable makes a valid claim for such Plan benefit,
such forfeited Plan benefit shall be paid by the Employer to the Participant or
beneficiary, without interest from the date it would have otherwise been
paid.

     

    13.5       Governing
Law. Subject to
ERISA, the provisions of this Plan shall be construed and interpreted according
to the internal laws of the State of Delaware, without regard to its conflicts
of laws principles.


    
      
         


      

      
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    13.6       Notice.
Any notice, consent or demand required or permitted to be given under the
provisions of this Plan shall be in writing and shall be signed by the party
giving or making the same. If such notice, consent or demand is (i) delivered
personally, the date of such delivery shall be deemed the date of notice,
consent or demand, (ii) mailed, either it shall be sent by United States
certified mail, postage prepaid, addressed to the addressee’s last known address
as shown on the records of the Employer, in which case the date which is five
days after such mailing shall be deemed the date of notice, consent or demand,
and (iii) sent by recognized overnight courier, the date which is the second
business day after such sending shall be deemed the date of notice, consent or
demand.  Any person may change the address to which notice, consent or
demand is to be sent by giving notice of the change of address in the manner
aforesaid.

     

    13.7       Coordination
with Other Benefits.  The benefits provided for a Participant
and Participant’s Beneficiary under this Plan are in addition to any other
benefits available to such Participant under any other plan or program for
employees of the Employer. This Plan shall supplement and shall not supersede,
modify or amend any other such plan or program except as may otherwise be
expressly provided herein.

     

    13.8       Compliance.  A
Participant shall have no right to receive payment with respect to the
Participant’s Account balance until all legal and contractual obligations of the
Plan Sponsor relating to establishment of the Plan and the making of such
payments shall have been complied with in full.

     

    13.9       Amendment.  The
Plan Sponsor reserves the right to amend this Plan at any time to comply with
Code Section §409A, Treasury Regulations §1.409A and other Applicable Guidance
or for any other purpose, provided that such amendment will not cause the Plan
to violate the provisions of Code Section 409A.  Except as this Plan
and Applicable Guidance otherwise may require, the Plan Sponsor may make any
such amendments effective immediately.  Except to the extent necessary
to bring this Plan into compliance with Section 409A: (i) no amendment or
modification shall be effective to decrease the value or vested percentage of a
Participant’s Account(s) in existence at the time an amendment or modification
is made, and (ii) no amendment or modification shall materially and adversely
affect the Participant’s rights to be credited with additional amounts on such
Account(s), or otherwise materially and adversely affect the Participant’s
rights with respect to such Account(s).  A change in the Deemed
Investment Options offered under this Plan shall not constitute an amendment or
modification that is materially adverse to the Participant’s rights with respect
to the Participant’s Account(s) for purposes of the preceding
sentence.

     

    13.10     Drew 2002
Plan.  Subject to the provisions of Paragraph 13.11 below, this
Plan shall be subject to the Drew 2002 Plan to the extent that the Drew 2002
Plan supplements but does not contradict, the Provisions of this
Plan.

     

    13.11     Compliance
with Code Section 409A and Fair Construction.  Notwithstanding
anything in this Plan to the contrary, the Employer, Participants, Beneficiaries
and the Plan Administrator intend that all provisions of this Plan, in form and
in operation, including but not limited to,  the definitions of terms,
elections to defer, and distributions, shall be made in accordance with and
shall comply with Code Section 409A, the regulations thereunder and all other
present and future Applicable Guidance.  The Plan Sponsor will amend
the terms of this Plan retroactively if necessary, to the extent required to
comply with Code Section 409A and any Applicable Guidance.  No
provision of this Plan shall be followed to the extent that following such
provision would result in a violation of Code Section 409A or the Applicable
Guidance, and no election made by a Participant hereunder, and no change made by
a Participant to a previous election, shall be accepted by the Plan
Administrator if it determines that acceptance of such election or change could
violate any of the requirements of Code Section 409A or the Applicable
Guidance.  This Plan and any accompanying forms shall be interpreted
in a manner which is consistent with Code Section 409A, the regulations
thereunder and other Applicable Guidance.  However, as required under
Treasury Regulation § 1.409A-1(c)(1), the “interpretation” of the Plan does
not permit the deletion of material terms which are expressly contrary to Code
Section 409A and the regulations thereunder and also does not permit the
addition of missing terms necessary to comply therewith.  Such
deletions or additions may be accomplished only by means of a Plan amendment
under Paragraph 13.9.  The Plan Administrator, to minimize or avoid
any sanction or damages to a Participant or Beneficiary, to itself, to the
Employer or to any other person resulting from a violation of Code Section 409A
under the Plan, may undertake correction of any violation or participate in any
available correction program, as described in Notice 2008-113 or other
Applicable Guidance.


    
      
         


      

      
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    IN WITNESS WHEREOF, the Plan
Sponsor has signed this Amended and Restated Plan document as of December 1,
2008.

     

    
      
        
          
            
              
                
                  	
                          ATTEST/WITNESS

                        	 
      	
                          Drew
      Industries Incorporated

                        
	 
      	 
      	 
      
	
                          Christopher L Smith

                        	 
      	
                          By:

                        	
                            Joseph S. Giordano
    III

                        
	
                          (Signature)

                        	 
      	
                          (Signature)

                        
	 	 	 
	 
      	 
      	 
      
	
                          (Print
      Name)

                        	 
      	
                          (Print
      Name)

                        
	 	 	 
	 
      	 
      	 
      
	 
      	 
      	
                          (Title)

                        


                

              

            

          

        

      

    


    
      
         


      

      
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