exv10w43





EXHIBIT
10.43


Time Warner




Supplemental Savings Plan



(Effective January 1, 2011)



 









 





Time Warner

Supplemental Savings Plan




TABLE OF CONTENTS



	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE I. ESTABLISHMENT AND PURPOSE
	 	 	1	 
	 
	 	 	 	 
	1.1 Establishment of the Plan
	 	 	1	 
	1.2 Description and Purpose of the Plan
	 	 	1	 
	1.3 Effective Date
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II. DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	2.1 Definitions
	 	 	1	 
	2.2 Gender and Number
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III. ELIGIBILITY AND PARTICIPATION
	 	 	5	 
	 
	 	 	 	 
	3.1 Participation
	 	 	5	 
	3.2 Continued Participation
	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV. DEFERRALS
	 	 	5	 
	 
	 	 	 	 
	4.1 Participant Deferral Election
	 	 	5	 
	4.2 Crediting of Company Deferrals
	 	 	7	 
	4.3 Cancellation of Deferral Election
	 	 	8	 
	4.4 Form of Payment of Deferred Amounts
	 	 	8	 
	4.5 Vesting 
	 	 	8	 
	 
	 	 	 	 
	ARTICLE V. SUPPLEMENTAL SAVINGS ACCOUNTS
	 	 	9	 
	 
	 	 	 	 
	5.1 Supplemental Savings Account
	 	 	9	 
	5.2 Hypothetical Investment
	 	 	10	 
	5.3 Investment Direction
	 	 	10	 
	5.4 Changes in Investment Direction
	 	 	10	 
	5.5 Manner of Hypothetical Investment
	 	 	11	 
	5.6 Participant Assumes Risk of Loss
	 	 	11	 
	5.7 Statement of Account
	 	 	11	 
	 
	 	 	 	 
	ARTICLE VI. PAYMENT OF DEFERRED AMOUNTS
	 	 	11	 
	 
	 	 	 	 
	6.1 Payment of Deferred Amounts
	 	 	11	 
	6.2 Payment to Beneficiary or Estate in the Event of Death
	 	 	11	 
	6.3 Unforeseeable Emergency
	 	 	12	 
	6.4 Incapacity
	 	 	13	 
	6.5 Rehire of Inactive Participant
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VII. ADMINISTRATION
	 	 	13	 
	 
	 	 	 	 
	7.1 The Administrative Committee
	 	 	13	 
	7.2 The Benefits Officer; Appointment
	 	 	15	 
	7.3 Delegation of Duties
	 	 	15	 
	7.4 Benefits Officer; Plan Administrator
	 	 	15	 
	7.5 Investment Committee
	 	 	15	 
	7.6 Indemnification
	 	 	16	 
	7.7 Expenses of Administration
	 	 	16	 






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	 	 	 	Page	 
	ARTICLE VIII. CLAIMS REVIEW PROCEDURE
	 	 	16	 
	 
	 	 	 	 
	8.1 Participant or Beneficiary Request for Claim
	 	 	16	 
	8.2 Insufficiency of Information
	 	 	16	 
	8.3 Request Notification
	 	 	16	 
	8.4 Extensions
	 	 	17	 
	8.5 Claim Review
	 	 	17	 
	8.6 Time Limitation on Review
	 	 	17	 
	8.7 Special Circumstances
	 	 	17	 
	8.8 Legal Actions
	 	 	18	 
	 
	 	 	 	 
	ARTICLE IX. AMENDMENT AND TERMINATION
	 	 	18	 
	 
	 	 	 	 
	9.1 Amendments
	 	 	18	 
	9.2 Termination or Suspension
	 	 	18	 
	9.3 Participants’ Rights to Payment
	 	 	18	 
	 
	 	 	 	 
	ARTICLE X. PARTICIPATING COMPANIES
	 	 	19	 
	 
	 	 	 	 
	10.1 Adoption by Other Entities
	 	 	19	 
	 
	 	 	 	 
	ARTICLE XI. GENERAL PROVISIONS
	 	 	19	 
	 
	 	 	 	 
	11.1 Participants’ Rights Unsecured
	 	 	19	 
	11.2 Non-Assignability
	 	 	19	 
	11.3 No Rights Against the Company
	 	 	19	 
	11.4 Withholding
	 	 	19	 
	11.5 No Guarantee of Tax Consequences
	 	 	19	 
	11.6 Severability
	 	 	20	 
	11.7 No Individual Liability
	 	 	20	 
	11.8 Applicable Law
	 	 	20	 
	11.9 Compliance with Section 409A of the Code
	 	 	20	 






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Time Warner




Supplemental Savings Plan



ARTICLE I. ESTABLISHMENT AND PURPOSE



     1.1 Establishment of the Plan. Time Warner Inc. hereby adopts this Plan, which shall
be known as the Time Warner Supplemental Savings Plan.



     1.2 Description and Purpose of the Plan. This Plan is intended to constitute a
non-qualified deferred compensation plan that, in accordance with ERISA Sections 201(2), 301(a)(3)
and 401(a)(1), is unfunded and established primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees who earn compensation
in excess of the Code Section 401(a)(17) limits on compensation eligible for deferral under a
qualified retirement plan.



     1.3 Effective Date. This Plan is effective as of January 1, 2011.



ARTICLE II. DEFINITIONS




     2.1 Definitions. Whenever used herein, the following terms shall have the meanings as
provided for herein, unless otherwise expressly provided herein or unless a different meaning is
plainly required by the context, and when the defined meaning is intended, the term is capitalized:



     (a) “Administrative Committee” means the Administrative Committee as provided for
herein.



     (b) “Affiliate” means any entity affiliated with the Company within the meaning of
Code Section 414(b), with respect to controlled groups of corporations, Section 414(c) with respect
to trades or businesses under common control with the Company, and Section 414(m) with respect to
affiliated service groups, and any other entity required to be aggregated with the Company pursuant
to regulations under Section 414(o) of the Code.



     (c) “Assistant Benefits Officer” means the Assistant Benefits Officer as provided for
herein.



     (d) “Beneficiary” means the person or persons designated from time to time by a
Participant or Inactive Participant, by notice to the Benefits Officer, to receive any benefits
payable under the Plan after his or her death, which designation has not been revoked by notice to
the Benefits Officer at the date of the Participant’s or Inactive Participant’s death. Such notice
shall be in a form as required by the Benefits Officer or acceptable to such officer which is
properly completed and delivered to the Benefits Officer or such officer’s designee. Notice to the
Benefits
Officer shall be deemed to have been given when it is actually received by or on behalf of such
officer.



 









 





     (e) “Benefits Officer” means the Benefits Officer as provided for herein.



     (f) “Board” means the Board of Directors of the Company or a committee thereof
authorized to act in the name of the Board.



     (g) “Change in Control” means there is a change in the ownership or effective control
of the relevant Company or in the ownership of a substantial portion of the assets of the relevant
Company as defined under, and as determined in accordance with, Treasury Regulation §
1.409A-3(i)(5) and any other applicable guidance issued under Code Section 409A. For purposes of
this Plan, in order for a Change in Control to have occurred with respect to a Participant, the
relevant Company is determined for each Participant under Treasury Regulation § 1.409A-3(i)(5)(ii)
and any other applicable guidance issued under Code Section 409A.



     (h) “Code” means the Internal Revenue Code of 1986, as amended.



     (i) “Company” means Time Warner Inc. or any successor thereto.



     (j) “Company Discretionary Deferral” means the deferrals, if any, credited to
Participants’ Supplemental Savings Accounts in accordance with Section 4.2(b).



     (k) “Company Matching Deferral” means the deferrals credited to Participants’
Supplemental Savings Accounts in accordance with Section 4.2(a).



     (l) “Compensation” means the Participant’s “Compensation,” paid by an Employing
Company, as defined in the Qualified Plan, determined without regard to the Compensation Limit, and
without regard to any deferrals or the foregoing of compensation under this or any other plan of
deferred compensation maintained by the Employing Company. Notwithstanding anything to the
contrary herein, the Benefits Officer may amend the definition of “Compensation” to include
additional items of compensation; provided, however, that any such amendment must be adopted by the
Benefits Officer prior to the beginning of the Plan Year in which the compensation is otherwise to
be earned or at such other time(s) permitted under Code Section 409A (such as prior to the time of
the Eligible Employee’s initial eligibility) so as to allow for a deferral of such compensation in
accordance with Code Section 409A.



     (m) “Compensation Limit” means the compensation limit of Section 401(a)(17) of the
Code, as adjusted under Section 401(a)(17)(B) of the Code for increases in the cost of living.



     (n) “Disability” means a permanent and total disability as determined by the Social
Security Administration or any disability for which a Participant is receiving monthly benefits
under the provisions of the Time Warner Long Term Disability Plan or, in the case of an employee
covered by a long term disability plan of an Affiliate, under the provisions of such plan,
whichever shall occur first.



     (o) “Eligible Employee” means an Employee who is otherwise eligible for participation
in the Qualified Plan; provided, however, that an Employee who is not employed at a U.S. location
of an Employing Company is not eligible for this Plan even if such Employee is



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compensated through
a U.S. payroll. For purposes of Section 4.1(f), an “Eligible Employee” includes an Employee
eligible for additional Compensation payments for which a deferral election may be made thereunder,
without regard to whether such Employee is eligible for participation in the Qualified Plan.




     (p) “Employee” means an “Employee” as defined in the Qualified Plan.



     (q) “Employing Company” means the Company and each Affiliate which has been authorized
by the Benefits Officer to participate in the Plan and has adopted the Plan. When the term
“Company” is used with respect to an individual Participant, it shall refer to the specific
Employing Company at which the Participant is employed, unless otherwise required by the context.



     (r) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     (s) “Excess Compensation” means the Compensation otherwise payable to an Eligible
Employee in excess of the Compensation Limit (or such other higher dollar limitation as may be set
by the Benefits Officer in his or her sole discretion for any Plan Year).



     (t) “Inactive Participant” means a Participant who had previously deferred amounts
credited to a Supplemental Savings Account and such Participant is no longer eligible to
participate hereunder, including due to a Benefits Officer designation of his or her ineligibility
for a future Plan Year or a Separation From Service with the Company and any Affiliate, in either
case where the individual’s Supplemental Savings Account has not been fully distributed.



     (u) “Investment Committee” means the Investment Committee as provided for herein.



     (v) “Investment Direction” means a Participant’s or an Inactive Participant’s
direction to the recordkeeper of the Plan, in the form and manner prescribed by the Benefits
Officer, in accordance with directions made by telephone, through the intranet of the applicable
Employing Company or through the Internet, directing which Investment Funds will be credited with
his or her deferrals and transfers of all or part of the deferred amounts and any earnings thereon
from other Investment Funds and certain employment agreements, as provided for herein.



     (w) “Investment Funds” means those hypothetical targeted investment options, as
determined from time to time by the Investment Committee as measurements of the rate of return to
be credited to (or charged against) Participants’ Supplemental Savings Accounts.



     (x) “Matched Deferrals” means the pre-tax deferrals of Excess Compensation made by a
Participant under this Plan in accordance with Section 4.1(a).



     (y) “Participant” means any Eligible Employee who is eligible to participate in the
Plan in accordance with Article III. Except for those provisions related to deferral
opportunities, references herein to a Participant shall be deemed to include references to Inactive
Participants, unless otherwise required by the context.



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     (z) “Plan” means this Plan, the Time Warner Supplemental Savings Plan, as provided for
herein and as it may be amended from time to time.



     (aa) “Plan Year” means the calendar year.



     (bb) “Qualified Plan” means the Time Warner Savings Plan, as amended from time to
time.



     (cc) “Separation From Service” means termination of employment with the Employing
Company or an Affiliate that also constitutes a “separation from service” under Section
409A(a)(2)(A)(i) of the Code and the regulations thereunder; provided, however, that for purposes
of determining the controlled group of entities in connection with a Separation From Service, under
Treas. Reg. Section 1.409A-1(h)(3), the determination shall be made using a common control
ownership threshold of “at least 50%” ownership, rather than “at least 80%” ownership. For
purposes of this Plan, a “Separation From Service” occurs on the first day of the seventh month
following the date a Participant first begins a disability leave of absence. For this purpose, a
disability leave of absence refers to a leave due to the Participant’s inability to perform the
duties of his or her position of employment or any substantially similar position of employment by
reason of any medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than six months.



     (dd) “Service Period” means a period of at least 12 months with respect to which
Performance-Based Compensation is otherwise determined and payable.



     (ee) “Supplemental Savings Account” means the separate account established under
Article V of the Plan for each Participant and Inactive Participant representing amounts deferred
by or for the benefit of a Participant pursuant to Article IV, together with credited earnings (or
losses) that reflect the Investment Funds applicable with respect to each Participant’s deferred
amounts.



     (ff) “Unmatched Deferrals” means the pre-tax deferrals made by a Participant under
this Plan in accordance with Section 4.1(b).



     (gg) “Valuation Date” means, with respect to the Investment Funds, each business day
when the New York Stock Exchange is open or any other date designated from time to time by the
Benefits Officer for determining the value of a Participant’s Supplemental Savings Account for any
specified purpose under the Plan, including the determination of amounts available for
unforeseeable emergency withdrawals or other distributions on account of Separation From Service,
death, or any reason otherwise allowed under the Plan.



     2.2 Gender and Number. Except when otherwise indicated by the context, any masculine
terminology used herein also shall include the feminine and the feminine shall include the
masculine, and the use of any term herein in the singular may also include the plural and the
plural shall include the singular.



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ARTICLE III. ELIGIBILITY AND PARTICIPATION




     3.1 Participation. Subject to Section 3.2, an Eligible Employee shall become a
Participant in the Plan if, with respect to any Plan Year, the Eligible Employee earns Compensation
during the Plan Year in excess of the Compensation Limit (or such other higher dollar limitation as
may be set by the Benefits Officer in his or her sole discretion for that Plan Year before the
beginning of such Plan Year), and the Eligible Employee elects to defer a portion of such Excess
Compensation at such time and in such manner as determined by the Benefits Officer pursuant to
Article IV. In addition, an Eligible Employee shall become a Participant in the Plan if, with
respect to a Plan Year, the Eligible Employee elects a deferral of special Compensation payments
under Section 4.1(f) or has a Company discretionary deferral amount credited to his or her
Supplemental Savings Account under Section 4.2(b). To become a Participant in this Plan, each
Eligible Employee must also complete such other forms or applications as required by the Benefits
Officer.



     3.2 Continued Participation. Once an Eligible Employee becomes a Participant, he or
she shall continue to be eligible to participate for all future years until his or her Separation
From Service or death or unless and until the Benefits Officer shall designate that individual or
the individual’s Employing Company as ineligible to participate for a future Plan Year or the
Employing Company elects not to continue to participate in the Plan with respect to its employees
for a future Plan Year. If a Participant becomes ineligible to participate for future deferrals
under this Plan, he or she shall become an Inactive Participant and retain all the rights described
under this Plan with respect to deferrals previously made while an active Participant.



ARTICLE IV. DEFERRALS




     4.1 Participant Deferral Election. Subject to the conditions as provided for in this
Plan, a Participant may elect to defer amounts hereunder as follows:



     (a) Matched Deferrals. An Eligible Employee may elect to defer Matched Deferrals
under this Plan in whole percentages up to six percent (6%) of that portion of his or her Excess
Compensation that does not exceed an amount equal to $500,000 less the then applicable Compensation
Limit.



     (b) Unmatched Deferrals. An Eligible Employee may elect to defer Unmatched Deferrals
under this Plan in whole percentages up to: (i) fifty percent (50%) of that portion of his or her
Excess Compensation referred to in Section 4.1(a), which deferrals are reduced by the amount of his
or her Matched Deferrals and (ii) ninety percent (90%) of that portion of his or her Compensation
that exceeds $500,000.



     (c) Deferral Procedures for Participant Deferrals. Except as provided in Section
4.1(d), all Participant elective deferral elections under this Article IV must be made at such time
and in such manner, and shall become irrevocable, as specified by the Benefits Officer prior to the
beginning of each Plan Year in which such Excess Compensation is otherwise earned. Once a Matched
Deferral or an Unmatched Deferral election is made (or deemed to be made) for a



- 5 -









 




Plan Year, it shall
remain in effect for all future Excess Compensation otherwise payable in all future pay periods
that otherwise begin during that Plan Year. In accordance with procedures established by the
Benefits Officer, elections under Section 4.1(a) and Section 4.1(b) may apply to Excess
Compensation earned in any subsequent Plan Year(s) after the Plan Year in which such election is
made. Participant Matched Deferrals and Unmatched Deferrals shall be credited to the Participant’s
Supplemental Savings Account at such times and in such manner as determined by the Benefits
Officer, in his or her sole discretion.




     (d) Deferral Procedures for Newly Eligible Employees. The following procedures apply
for deferral elections with respect to newly Eligible Employees:




	 	(i)	 	In the case of an Employee who first becomes eligible to
participate in the Plan during a Plan Year (and is not eligible for any other
plan with which this Plan is aggregated for purposes of Code Section 409A),
deferral elections under this Article IV for such Plan Year must be made no
later than a date within 30 days of the date the Employee first becomes
eligible to participate in the Plan, and shall apply only to amounts paid for
services to be performed after the effective date of such election (including a
pro-rated bonus amount as allowed under Code Section 409A).
	 
	 	(ii)	 	If an Eligible Employee was previously eligible to participate
in this Plan or any other nonqualified deferred compensation plan with which
this Plan is aggregated for purposes of Code Section 409A, and as of the
Employee’s subsequent eligibility date, the Employee was not eligible to
participate in this Plan or any other nonqualified deferred compensation plan
with which this Plan is aggregated for purposes of Code Section 409A for at
least 24 months preceding the Employee’s subsequent eligibility date, then (in
accordance with Code Section 409A and the applicable guidance thereunder) a
deferral election under this Article IV may be made no later than a date within
30 days of the effective date of the Employee’s subsequent eligibility.
	 
	 	(iii)	 	If an Eligible Employee was previously eligible to participate
in this Plan or any other nonqualified deferred compensation plan with which
this Plan is aggregated for purposes of Section 409A, and the Employee has been
paid all amounts deferred under this Plan (and such aggregated plans), and on
and before the date of the last payment was not eligible to continue (or to
elect to continue) to participate in this Plan (or any such aggregated plans),
the Participant may be treated as initially eligible to participate in the Plan
as of
the first date following such payment that the Participant becomes eligible
to participate in the Plan (in accordance with Code Section 409A and the
applicable guidance thereunder). A deferral election under this Article IV
may be made no later than a date within 30 days of the effective date of the
Employee’s subsequent eligibility.




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	 	(iv)	 	If an Eligible Employee chooses not to submit an initial
deferral election within the applicable 30-day period under this Section 4.1(d)
or such an Eligible Employee is not permitted to make such an election, the
Eligible Employee may submit a deferral election during the next following
annual deferral election period (in accordance with Section 4.1(c)) for the
applicable subsequent Plan Year(s).





     (e) Payroll Periods Subject to Deferral Elections. If a Company’s normal payroll
practice is such that the last payroll beginning in a Plan Year covers services performed at the
end of that Plan Year and into the beginning of the next Plan Year, then any Participant deferral
elections made under Section 4.1(a), Section 4.1(b), and Section 4.1(f) for a Plan Year will apply
to all payroll periods ending in that Plan Year.



     (f) Deferral of Special Compensation Payments. To the extent permitted in accordance
with written procedures established by the Benefits Officer, which shall be written in accordance
with the requirements of Code Section 409A, an Eligible Employee may elect to defer amounts
attributable to additional items of Compensation not otherwise subject to Section 4.1(a) or Section
4.1(b) and without regard to whether such Compensation is Excess Compensation. Amounts deferred
under this Section 4.1(f) must be made at the time(s) otherwise permitted for deferrals under this
Article IV and will not be eligible for Company Matching Deferrals and shall be treated hereunder
as Unmatched Deferrals. Participant deferrals under this Section 4.1(f) shall be credited to a
Participant’s Supplemental Savings Account at such times and in such manner as determined by the
Benefits Officer, in his or her sole discretion.



     4.2 Crediting of Company Deferrals. The Company shall credit each Participant’s
Supplemental Savings Account with the additional deferrals described in this Section 4.2.



     (a) Company Matching Deferrals. Any Participant who has elected to make a deferral
under Section 4.1(a) for a Plan Year will be credited with a Company Matching Deferral for such
Plan Year equal to one hundred and thirty-three and one-third percent (133 1/3%) of the Participant’s
Matched Deferrals up to the first three percent (3%) of that portion of the Participant’s Excess
Compensation that does not exceed $500,000 plus one hundred percent (100%) of the Participant’s
Matched Deferrals up to the next three percent (3%) of that portion of the Participant’s Excess
Compensation that does not exceed $500,000. In all events, the maximum amount of Company Matching
Deferrals for any Participant who has made the maximum amount of Matched Deferrals shall be an
amount equal to seven percent (7%) of that portion of the Participant’s Excess Compensation not in
excess of $500,000. Such Company Matching Deferrals shall be credited to the Participant’s
Supplemental Savings Account at such times and in such manner as the Benefits Officer, in his or
her sole discretion determines.



     (b) Company Discretionary Deferrals. The Company may, in its sole discretion, provide
for additional credits to all or some Participants’ Supplemental Savings Accounts at any time.
Such amounts shall be distributed in the form of distribution otherwise in effect for each affected
Participant with respect to any deferrals made for the Plan Year under Section 4.4. In the absence
of any deferrals for such Plan Year for a Participant, the additional credits shall be paid in the
form of a single sum payment.



- 7 -









 





     4.3 Cancellation of Deferral Election.



     (a) Hardship Distribution Under the Plan. Upon a distribution under Section 6.3 due
to an unforeseeable emergency, the Participant’s deferral election(s) made pursuant to Section 4.1
shall be cancelled effective as of the payroll period following the distribution under Section
6.3(d). Such cancellation shall be effective for the remainder of the Plan Year and any subsequent
deferral election by the Participant must be submitted in accordance with Section 4.1.



     (b) Hardship Distribution Under Qualified Plan. Upon a hardship distribution pursuant
to Treasury Regulation § 1.401(k)-1(d)(3) under a qualified plan maintained by the Company or any
of its Affiliates, the Participant’s deferral election(s) made pursuant to Section 4.1 shall be
cancelled for the Plan Year in which the hardship distribution occurred and any subsequent deferral
election by the Participant must be submitted in accordance with Section 4.1 but will not be
effective for such subsequent Plan Year until such time as the Code Section 401(k) required
cancellation period for deferrals has ended.



     4.4 Form of Payment of Deferred Amounts. At the same time as the election made
pursuant to Section 4.1, and subject to the death benefit provisions of Section 6, each Participant
must also elect the manner in which his or her deferred amounts for each Plan Year will be paid.



     (a) Normal Form of Distribution — Single Sum Payments. Except as provided in Section
4.4(b), all deferred amounts for each Plan Year that are otherwise payable to a Participant
hereunder shall be paid in the form of a single sum payment.



     (b) Optional Form of Distribution. In lieu of a single sum payment, a Participant may
elect to have all deferred amounts for each Plan Year that are otherwise payable to a Participant
hereunder paid in the form of one hundred twenty (120) monthly installment payments. Unless
specifically elected otherwise for a Plan Year, payments of all deferred amounts will be made in a
single sum payment.



     (c) Mandatory Distribution — Single Sum Payments. Notwithstanding any other
provision of this Section 4.4, if the value of the Participant’s Supplemental Savings Account is
less than $100,000 as of the Valuation Date following the Participant’s Separation From Service,
payment of all amounts payable to the Participant hereunder shall be made in a single sum payment.



     4.5 Vesting. Participants shall become vested in the deferrals credited to their
Supplemental Savings Accounts in accordance with this Section 4.5.



     (a) A Participant shall be vested at all times in his or her Matched Deferrals under Section
4.1(a), Unmatched Deferrals under Section 4.1(b), and deferrals of special Compensation payments
under Section 4.1(f).



- 8 -









 





     (b) A Participant shall become vested in Company Matching Deferrals after completing “Periods
of Service” of at least two years or two “Years of Service” (as those terms are defined under the
Qualified Plan); provided, however, that Company Matching Deferrals credited to a Participant’s
Supplemental Savings Account shall immediately vest upon the occurrence of: (i) the Participant’s
death; (ii) the Participant’s Disability; (iii) the date the Participant attains age 65; or (iv) a
Change in Control.



     (c) Subject to approval of the Benefits Officer, special vesting provisions under the terms of
a severance plan or program under which a Participant qualifies may apply to vesting of the
Participant’s Company Matching Deferrals and any earnings or losses attributable thereto.



     (d) A Participant shall become vested in Company Discretionary Deferrals pursuant to the
vesting schedule established by the Company at the time such amounts are credited to his or her
Supplemental Savings Account; provided, however, that, notwithstanding the provisions of any such
vesting schedule, amounts credited to a Participant’s Supplemental Savings Account shall
immediately vest upon the occurrence of a Change in Control.



     (e) Subject to subsections (a), (b) and (c) herein, a forfeiture of a Participant’s unvested
Company Matching Contributions and unvested Company Discretionary Deferrals shall occur on the date
distributions are made or commence to be paid on account of the Participant’s Separation From
Service if he or she is not otherwise vested in any such amounts credited to his or her
Supplemental Savings Account. In addition, a Participant who is re-employed by an Employing
Company shall not be entitled to restore to his or her Supplemental Savings Account any amounts
previously forfeited under the Plan or otherwise distributed or scheduled to be distributed from
the Plan.



ARTICLE V. SUPPLEMENTAL SAVINGS ACCOUNTS




      5.1 Supplemental Savings Account.



     (a) A Supplemental Savings Account shall be established for each Participant who is credited
with deferred amounts under Article IV. A Participant’s or an Inactive Participant’s Supplemental
Savings Account shall consist of all such deferred amounts, increased or decreased by any gains or
losses thereon.



     (b) The Company (either directly or indirectly through a third-party recordkeeper or a
combination thereof) shall maintain the records of Supplemental Savings Accounts for all
Participants and Inactive Participants.



     (c) All payments made under the Plan shall be made directly by the Company from its general
assets subject to the claims of any creditors and no deferred compensation under the Plan shall be
segregated or earmarked or held in trust. The Plan is an unfunded and unsecured contractual
obligation of the Company. Participants, Inactive Participants, and Beneficiaries shall be
unsecured creditors of the Company with respect to all obligations owed to them under the Plan.
Participants, Inactive Participants, and Beneficiaries shall not have any interest in any fund or
specific asset of the Company by reason of any amount credited to a Supplemental



- 9 -









 




Savings Account,
nor shall any such person have any right to receive any distribution under the Plan except as
explicitly stated herein. The Company shall not designate any funds or assets to specifically
provide for the distribution of the value of a Supplemental Savings Account or issue any notes or
security for the payment thereof. Any asset or reserve that the Company may purchase or establish
shall not serve as security to Participants, Inactive Participants, and Beneficiaries for the
performance of the Company under the Plan.




     5.2 Hypothetical Investment.



     (a) For crediting rate purposes, amounts credited to a Participant’s or an Inactive
Participant’s Supplemental Savings Account shall be deemed to be invested according to his or her
Investment Direction in one or more of all of the similarly named funds offered under the Time
Warner Defined Contribution Plans Master Trust; provided, however, that any brokerage investment
alternative available under such master trust, if any, shall not be an available investment
alternative under this Plan. For any period, the deemed return on each of these Investment Funds
shall be the same as the return for such period on each similarly named fund offered under the Time
Warner Defined Contribution Plans Master Trust.



     (b) Notwithstanding anything to the contrary herein, the Company, by action of the Investment
Committee or the Board, may add to, decrease or change the Investment Funds offered under the Plan,
at any time and for any reason. Participants, Inactive Participants, and Beneficiaries shall not
have the right to continue any particular Investment Fund option.



     (c) The Company shall be under no obligation to invest amounts corresponding to any Investment
Direction chosen by Participants or Inactive Participants. Any such allocation to any Supplemental
Savings Account shall be made solely for the purpose of determining the value of such account under
the Plan.



     5.3 Investment Direction. Deferrals shall be credited to the Investment Funds in
accordance with a Participant’s or an Inactive Participant’s Investment Directions. A Participant
or an Inactive Participant shall direct that his or her deferrals be applied, in multiples of one
percent, to deemed investments in any or all of the Investment Funds.



     5.4 Changes in Investment Direction. A Participant or an Inactive Participant may
change an Investment Direction once each calendar month with respect to existing Supplemental
Savings Account balances; provided, however, that one additional Investment Direction may be made
in each calendar month in which any Investment Fund is made available, or ceases to be available
with respect to each of new deferrals and previous deferrals and any earnings thereon.
A Participant may make Investment Directions with respect to future deferrals as frequently as
permitted pursuant to administrative rules adopted by the Benefits Officer.



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     5.5 Manner of Hypothetical Investment.



     (a) For purposes of the hypothetical investment under Section 5.2, deferred compensation shall
be considered to be invested on the date the recordkeeper of the Plan records the deferral amount.



     (b) As of each Valuation Date, the recordkeeper of the Plan shall determine the value of each
Participant’s, Inactive Participant’s, or Beneficiary’s Supplemental Savings Account.



     5.6 Participant Assumes Risk of Loss. Each Participant, Inactive Participant, and
Beneficiary assumes the risk in connection with any decrease in value of his or her Supplemental
Savings Account deemed invested in the Investment Funds.



     5.7 Statement of Account. A statement of account shall be made available through the
recordkeeper’s website and may be viewed and printed by a Participant or an Inactive Participant at
any time. Upon request, as soon as reasonably practicable after the end of each calendar quarter,
a statement of account shall be sent to each Participant and Inactive Participant with respect to
the value of his or her Supplemental Savings Account as of the end of such quarter.



ARTICLE VI. PAYMENT OF DEFERRED AMOUNTS




     6.1 Payment of Deferred Amounts.



     (a) Payment of a Participant’s Supplemental Savings Account, including accumulated
hypothetical earnings (or losses), shall be paid (or, in the case of installment distributions,
commence to be paid) on the fifteenth day of the calendar month following six months after the
Participant’s Separation From Service (or as soon as administratively practicable thereafter), and
any subsequent monthly installment payments shall be paid on the fifteenth day of each subsequent
month thereafter (or as soon as administratively practicable thereafter). Subject to Section
4.4(c), the payment(s) shall be made in the manner otherwise elected by the Participant under
Section 4.4.



     (b) The amount of any single sum payment shall equal the Participant’s distributable
Supplemental Savings Account, determined as of the Valuation Date immediately preceding the payment
date.



     (c) The amount of any monthly installment payment shall equal the Participant’s distributable
Supplemental Savings Account, determined as of the Valuation Date immediately preceding the payment
date multiplied by a fraction, the numerator of which is one and the denominator of which is the
number of monthly installment payments remaining to be paid.



     6.2 Payment to Beneficiary or Estate in the Event of Death. Notwithstanding the
provisions for payment described in Section 6.1 above, if a Participant or an Inactive Participant
dies before payment of his or her Supplemental Savings Account under the Plan or after commencement
of installment payments and prior to the payment of all amounts credited to his or



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her Supplemental
Savings Account, the value of such Participant’s or Inactive Participant’s Supplemental Savings
Account shall be determined as of the Valuation Date coincident with or immediately prior to the
date that the Benefits Officer commences the processing of the distribution, after both a written
notice of his or her death and a death certificate have been received by the Benefits Officer. In
all events, such account shall be distributed in a single sum payment as soon as practicable to the
Participant’s or Inactive Participant’s Beneficiary (or, if no person has been designated or if no
person so designated survives the Participant or Inactive Participant, to such Participant’s or
Inactive Participant’s estate or if such Beneficiary survives the Participant or Inactive
Participant, but dies prior to payment, to such Beneficiary’s estate) prior to the end of the Plan
Year of the Participant’s or Inactive Participant’s death (or within 90 days after the date of
death, if later, provided, however, that the Beneficiary (or estate) shall have no right to
designate the taxable year of payment). In case any Participant or Inactive Participant and his or
her Beneficiary die in or as a result of a common accident or disaster and under such circumstances
as to make it impossible to determine which of them was the last to die, the Participant or
Inactive Participant shall be deemed to have survived his or her Beneficiary. Distributions
hereunder shall be subject to such administrative and procedural requirements and forms as the
Benefits Officer in such officer’s discretion may require.




     6.3 Unforeseeable Emergency. At any time before the time an amount is otherwise
payable hereunder, a Participant (or the Participant’s Beneficiary) may request, pursuant to such
procedures prescribed by the Benefits Officer in his or her sole discretion, a single sum payment
of all or a portion of the amounts credited to his or her Supplemental Savings Account due to the
Participant’s (or the Beneficiary’s) severe financial hardship, subject to the following
requirements as provided for in this Section 6.3.



     (a) Such distribution shall be made, in the sole discretion of the Benefits Officer, in the
case of an unforeseeable emergency, which shall be limited to a severe financial hardship to the
Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the
Participant’s Beneficiary, or of a Participant’s dependent (as defined in Code Section 152, without
regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due
to casualty (including the need to rebuild a home following damage to a home not otherwise covered
by insurance, for example, as a result of a natural disaster); or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant.
Examples of events that may constitute an unforeseeable emergency include the imminent foreclosure
of or eviction from the Participant’s primary residence; the need to pay for medical expenses,
including non-refundable deductibles, as well as for the costs of prescription drug medication; and
the need to pay for the funeral expenses of the Participant’s spouse, the Participant’s
Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code
Sections 152(b)(1), (b)(2), and (d)(1)(B)).



     (b) Whether a Participant is faced with an unforeseeable emergency will be determined based on
the relevant facts and circumstances of each case, but, in any case, a distribution on account of
an unforeseeable emergency may not be made to the extent that such emergency is or may be relieved:




	 	(i)	 	through reimbursement or compensation by insurance or otherwise,




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	 	(ii)	 	by liquidation of the individual’s assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship, or
	 
	 	(iii)	 	by cessation of deferrals under the Plan.




Examples of circumstances that are not considered to be unforeseeable emergencies include the need
to send an individual’s child to college or the desire to purchase a home.




     (c) In all events, the amount available for distribution on account of an unforeseeable
emergency pursuant to this Section 6.3 shall be limited to the amount reasonably necessary to
satisfy the emergency need (which may include amounts necessary to pay any federal, state, local,
or foreign income taxes or penalties reasonably anticipated to result from the distribution), and
shall be determined in accordance with Code Section 409A and the regulations thereunder. The
Benefits Officer may require such evidence of the individual’s severe financial hardship as it
deems appropriate. The Benefits Officer shall consider any requests for payment under this Section
6.3 in accordance with the standards of interpretation described in Code Section 409A and the
regulations and other guidance thereunder.



     (d) All distributions under this Section 6.3 shall be made from the Participant’s Supplemental
Savings Account as soon as practicable after the Benefits Officer has approved the distribution and
the amounts credited to the Participant’s Supplemental Savings Account shall be reduced on a pro
rata basis among his or her elected Investment Options to reflect the accelerated distribution.



     6.4 Incapacity. The Benefits Officer may direct that any amounts distributable under
the Plan to a person under a legal disability be made to (and be withheld until the appointment of)
a representative qualified pursuant to law to receive such payment on such person’s behalf.



     6.5 Rehire of Inactive Participant. Upon a Separation from Service, a Participant’s
existing deferral election shall become null and void. If an Inactive Participant returns to work
with the Company or an Affiliate, distribution of his or her remaining Supplemental Savings Account
with respect to amounts deferred prior to the date of the Separation From Service shall continue to
be made as if the Inactive Participant has not returned to work. The Participant shall only be
eligible to defer future amounts hereunder in accordance with a new deferral election under Article
IV.



ARTICLE VII. ADMINISTRATION




     7.1 The Administrative Committee.



     (a) Appointment of Administrative Committee. The Plan shall be administered by the
Benefits Officer. In addition, in the event a claim for benefits is denied, the claim shall be
reviewed by the Administrative Committee of the Time Warner Savings Plan as provided for in Section
14.1 of such Savings Plan. Neither the Benefits Officer nor any member of the Administrative
Committee shall receive any compensation for his or her services as such.



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Participants may be
members of the Administrative Committee but may not participate in any decision affecting their own
account in any case where the Administrative Committee may take discretionary action in the
administration of the Plan.




     (b) Quorum and Actions of Administrative Committee. A majority of the members of the
Administrative Committee shall constitute a quorum for the transaction of business. All
resolutions or other action taken by the Administrative Committee shall be by a vote of a majority
of its members present at any meeting or, without a meeting, by instrument in writing signed by all
its members. Members of the Administrative Committee may participate in a meeting of such
Administrative Committee by means of a conference telephone or similar communications equipment
that enables all persons participating in the meeting to hear each other, and such participation in
a meeting shall constitute presence in person at the meeting.



     (c) Standard of Review. The Administrative Committee shall be responsible for the
claims review functions as provided for in Article VIII. In exercising such claims review
functions, the Administrative Committee shall have exclusive authority and sole and absolute
discretion to interpret the Plan, to determine eligibility for benefits and the amount of benefit
payments and to make any factual determinations, resolve factual disputes and decide all matters
arising in connection with such claim and the interpretation, administration and operation of the
Plan or with the determination of reviewing a claim for eligibility for benefits or the amount of
benefit payments. All its rules, interpretations and decisions shall be conclusive and binding on
the Company and on Participants, Inactive Participants and their Beneficiaries to the extent
permitted by law.



     (d) Delegation by Administrative Committee. The Administrative Committee may delegate
any of its powers or duties to others as it shall determine and may retain counsel, agents and such
clerical and accounting, actuarial or other services as they may require in carrying out the
provisions of the Plan.



     (e) Reliance on Information. The Administrative Committee, Benefits Officer, and the
Investment Committee (as described below) may rely conclusively upon all tables, valuations,
certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or
other person who is employed or engaged for any purpose in connection with the administration of
the Plan.



     (f) No Liability for Acts of Others. Neither the Administrative Committee, Benefits
Officer, or Investment Committee nor any member of the Board or the board of directors (or
governing body) of an Affiliate and no employee of the Company or any Affiliate shall be
liable for any act or action hereunder, whether of omission or commission, by any other member or
employee or by any agent to whom duties in connection with the administration of the Plan have been
delegated or for anything done or omitted to be done in connection with the Plan.



     (g) Committee Records. The Administrative Committee and Benefits Officer shall keep a
record of all Plan proceedings and of all payments directed by it to be made to or on behalf of
Participants, Inactive Participants, or Beneficiaries or payments made by it for expenses or
otherwise.



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     7.2 The Benefits Officer; Appointment. Subject to Sections 7.1, 7.3, and 7.4, the
day-to-day operations of the Plan shall be administered by the Benefits Officer of the Time Warner
Savings Plan as provided for in Section 14.5 of such Savings Plan. The Benefits Officer may not
serve concurrently on the Administrative Committee or the Investment Committee. The Benefits
Officer may resign at any time by giving notice to the Chief Executive Officer of the Company Any
such resignation shall take effect at the date of receipt of such notice or at any later date
specified therein; and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. A Participant may be appointed as the Benefits
Officer. The Benefits Officer shall not receive compensation for his or her services as such.



     7.3 Delegation of Duties. The Benefits Officer may authorize others to execute or
deliver any instrument or to make any payment in his or her behalf and may delegate any of his or
her powers or duties to others as he or she shall determine, including the delegation of such
powers and duties to an Assistant Benefits Officer who shall be appointed by the Benefits Officer.
In the event of such delegation, the Assistant Benefits Officer shall for all purposes of the Plan
be considered the Benefits Officer and all references to the Benefits Officer shall be deemed to be
references to such Assistant Benefits Officer when acting in such capacity. The Benefits Officer
and the Assistant Benefits Officer may retain such counsel, agents and clerical, medical,
accounting and actuarial services as they may require in carrying out their functions.



     7.4 Benefits Officer; Plan Administrator. In addition to its settlor and ministerial
functions on behalf of the Company as provided for in the Plan, including, without limitation,
amending and modifying the terms of the Plan and performing ministerial functions with respect to
the Plan, the Benefits Officer shall be the administrator of the Plan and shall have all powers
necessary to administer the Plan except to the extent that any such powers are vested in the
Administrative Committee or any other individual or committee as authorized by the Plan. The
Benefits Officer may from time to time establish rules for the administration of the Plan. Other
than with respect to claims review as described in Article VIII (which shall be done by the
Administrative Committee), the Benefits Officer shall have exclusive authority and sole and
absolute discretion to interpret the Plan, to determine eligibility for benefits and the amount of
benefit payments and to make any factual determinations, resolve factual disputes and decide all
matters arising in connection with the interpretation, administration and operation of the Plan or
with the determination of eligibility for benefits or the amount of benefit payments. All its
rules, interpretations and decisions shall be conclusive and binding on the Company and on
Participants, Inactive Participants and their Beneficiaries to the extent permitted by law.



     7.5 Investment Committee.



     (a) Appointment. The Investment Committee of the Time Warner Savings Plan as provided
for in Section 14.8 of such Savings Plan shall take all prudent action necessary or desirable for
the purpose of carrying out the overall investment policy for the Plan (with respect to Investment
Funds made available as targeted hypothetical investments).



     (b) Quorum and Actions of Investment Committee. A majority of the members of the
Investment Committee at the time in office shall constitute a quorum for the transaction of
business. All resolutions or other action taken by the Investment Committee shall be by vote of a
majority of its members present at any meeting or, without a meeting, by instrument in writing



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signed by all its members. Members of the Investment Committee may participate in a meeting of such
Investment Committee by means of a conference telephone or similar communications equipment that
enables all persons participating in the meeting to hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.




     (c) Investment Committee Chairman; Delegation by Investment Committee. The members of
the Investment Committee shall elect one of their number as chairman and may elect a secretary who
may, but need not, be one of their number. The Investment Committee may delegate any of its powers
or duties among its members or to others as it shall determine. It may authorize one or more of its
members to execute or deliver any instrument or to make any payment in its behalf. It may employ
such counsel, agents and clerical, accounting, actuarial and recordkeeping services as it may
require in carrying out the provisions of the Plan.



     7.6 Indemnification. The Company shall, to the fullest extent permitted by law,
indemnify each director, officer or employee of the Company or any Affiliate (including the heirs,
executors, administrators and other personal representatives of such person) and each member of the
Administrative Committee, Investment Committee and Benefits Officer against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred
by such person in connection with any threatened, pending or actual suit, action or proceeding
(whether civil, criminal, administrative or investigative in nature or otherwise) in which such
person may be involved by reason of the fact that he or she is or was serving any employee benefit
plans of the Company or any Affiliate in any capacity at the request of such company.



     7.7 Expenses of Administration. Any expense incurred by the Company, the
Administrative Committee, the Investment Committee or the Benefits Officer relative to the
administration of the Plan shall be paid by the Company and any of its participating Affiliates in
such proportions as the Company may direct.



ARTICLE VIII. CLAIMS REVIEW PROCEDURE




     8.1 Participant or Beneficiary Request for Claim. Any request for a benefit
payable under the Plan shall be made in writing by a Participant, Inactive Participant or
Beneficiary (or an authorized representative of any of them), as the case may be, and shall be paid
in accordance with the otherwise applicable Plan terms.



     8.2 Insufficiency of Information. In the event a request for a benefit that is not
otherwise paid contains insufficient information otherwise required by the Plan, the Benefits
Officer shall, within a reasonable period after receipt of such request, send a written
notification to the claimant setting forth a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such material is
necessary. The claimant’s request shall be deemed filed with the Administrative Committee on the
date the Administrative Committee or Benefits Officer receives in writing such additional
information.



     8.3 Request Notification. The Administrative Committee shall make a determination
with respect to a request for benefits that was previously denied within ninety (90) days after
such request is filed (or within such extended period prescribed below). The Administrative



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Committee shall notify the claimant whether his or her claim has been granted or whether it has
been denied in whole or in part. Such notification shall be in writing and shall be delivered, by
mail or otherwise, to the claimant within the time period described above. If the claim is denied
in whole or in part, the written notification shall set forth, in a manner calculated to be
understood by the claimant:





	 	(i)	 	The specific reason or reasons for the denial;
	 
	 	(ii)	 	Specific reference to pertinent provisions of the Plan on which
the denial is based; and
	 
	 	(iii)	 	An explanation of the Plan’s claim review procedure.





          Failure by the Administrative Committee to give notification pursuant to this Section within
the time prescribed shall be deemed a denial of the request for the purpose of proceeding to the
review stage.




     8.4 Extensions. If special circumstances require an extension of time for processing
the claim, the Administrative Committee shall furnish the claimant with written notice of such
extension. Such notice shall be furnished prior to the termination of the initial ninety (90)-day
period and shall set forth the special circumstances requiring the extension and the date by which
the Administrative Committee expects to render its decision. In no event shall such extension
exceed a period of ninety (90) days from the end of such initial ninety (90)-day period.



     8.5 Claim Review. A claimant whose request for benefits has been denied by the
Administrative Committee in whole or in part, or his or her duly authorized representative, may,
within sixty (60) days after written notification of such denial, file with a reviewer appointed
for such purpose by the Administrative Committee (or, if none has been appointed, with the
Administrative Committee itself), with a copy to the Administrative Committee, a written request
for a review of his or her claim. Such written request shall be deemed filed upon receipt of same
by the reviewer.



     8.6 Time Limitation on Review. A claimant who timely files a request for review of
his or her claim for benefits, or his or her duly authorized representative, may review pertinent
documents (upon reasonable notice to the reviewer) and may submit the issues and his or her
comments to the reviewer in writing. The reviewer shall, within sixty (60) days after receipt of
the written request for review (or within such extended period prescribed below), communicate its
decision in writing to the claimant and/or his or her duly authorized representative setting
forth, in a manner calculated to be understood by the claimant, the specific reasons for its
decision and the pertinent provisions of the Plan on which the decision is based. If the decision
is not communicated within the time prescribed, the claim shall be deemed denied on review.



     8.7 Special Circumstances. If special circumstances require an extension of time
beyond the sixty (60)-day period described above for the reviewer to render his or her decision,
the reviewer shall furnish the claimant with written notice of the extension required. Such notice
shall be furnished prior to the termination of the initial sixty (60)-day period and shall set
forth



- 17 -









 




the special circumstances requiring the extension period. In no event shall such extension
exceed a period of sixty (60) days from the end of such initial sixty (60)-day period.




     8.8 Legal Actions. In the event a claimant’s request for benefits is denied (or
deemed denied) under Section 8.6, such claimant may bring legal action. Evidence presented in
such action shall be limited to the administrative record reviewed by the Administrative Committee
in connection with its determination of the claimant’s request under this Article VIII. The
administrative record shall include evidence timely presented to the Administrative Committee by
the claimant, or his duly authorized representative, pursuant to this Article VIII. No legal
action at law or equity to recover benefits under the Plan may be filed unless the claimant has
complied with and exhausted the administrative procedures under this Article VIII, nor may such
legal action be filed more than six (6) months after the date on which the claim is denied (or
deemed denied) under Section 8.6.



ARTICLE IX. AMENDMENT AND TERMINATION




     9.1 Amendments. The Company (by action of the Board) or the Benefits Officer
(for the Company and the other Employing Companies) may at any time amend the Plan.



     9.2 Termination or Suspension. The continuance of the Plan and the ability of an
Eligible Employee to make a deferral for any Plan Year are not assumed as contractual obligations
of the Company or any other Employing Company. The Company reserves the right (for itself and the
other Employing Companies) by action of the Board or the Benefits Officer, to terminate or suspend
the Plan, or to terminate or suspend the Plan with respect to itself or an Employing Company, to
the extent permitted without adverse tax consequences under Treas. Reg. § 1.409A-3(j)(4)(ix) and
such other applicable guidance under Code Section 409A. Any Employing Company may terminate or
suspend the Plan with respect to itself (in a manner consistent with the requirements of Code
Section 409A necessary to avoid adverse tax consequences) by executing and delivering to the
Company or the Benefits Officer such documents as the Company or Benefits Officer shall deem
necessary or desirable.



     9.3 Participants’ Rights to Payment. No termination of the Plan or amendment thereto
shall deprive a Participant, Inactive Participant or Beneficiary of the right to payment of amounts
credited to his or her Supplemental Savings Account as of the date of termination or amendment, in
accordance with the terms of the Plan as of the date of such termination or
amendment; provided, however, that in the event of termination of the Plan, or termination of the
Plan with respect to the Company or one or more other Employing Companies, the Benefits Officer
may, in such officer’s sole and absolute discretion, accelerate the payment of all such credited
deferred compensation on a uniform basis for all Participants and Inactive Participants or, in the
case of termination of the Plan with respect to one or more other Employing Companies, for all
Participants and Inactive Participants of such other Employing Companies only, to the extent
permitted under Treas. Reg. § 1.409A-3(j)(4)(ix) to avoid adverse tax consequences.



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ARTICLE X. PARTICIPATING COMPANIES




     10.1 Adoption by Other Entities. Upon the approval of the Company or the Benefits
Officer, the Plan may be adopted by any Affiliate by executing and delivering to the Company or the
Benefits Officer such documents as the Company or Benefits Officer shall deem necessary or
desirable. The provisions of the Plan shall be fully applicable to such entity except as may
otherwise be agreed to by such adopting company and the Company or Benefits Officer.



ARTICLE XI. GENERAL PROVISIONS




     11.1 Participants’ Rights Unsecured. The right of any Participant or Inactive
Participant to receive future payments under the provisions of the Plan shall be a general
unsecured claim against the general assets of the Employing Company employing the Participant at
the time that his or her compensation is deferred. The Company, and any other Employing Company or
former Employing Company shall not guarantee or be liable for payment of benefits to the employees
of any other Employing Company or former Employing Company under the Plan.



     11.2 Non-Assignability. The right of any person to receive any benefit payable under
the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, lien or charge, and any such benefit shall not, except to such
extent as may be required by law, in any manner be liable for or subject to the debts, contracts,
liabilities, engagements or torts of the person who shall be entitled to such benefits, nor shall
it be subject to attachment or legal process for or against such person.



     11.3 No Rights Against the Company. The establishment of the Plan, any amendment or
other modification thereof, or any payments hereunder, shall not be construed as giving to any
Employee, Participant, Inactive Participant or Beneficiary any legal or equitable rights against
the Company its shareholders, directors, officers or other employees, except as may be contemplated
by or under the Plan including, without limitation, the right of any Participant, Inactive
Participant or Beneficiary to be paid as provided under the Plan. Participation in the Plan does
not give rise to any actual or implied contract of employment. A Participant, Inactive Participant
or Beneficiary may be terminated at any time for any reason in accordance with the procedures of
the Company.



     11.4 Withholding. The Employing Company or former Employing Company or paying agent
shall withhold any federal, state and local income or employment tax (including F.I.C.A.
obligations for both social security and Medicare) which by any present or future law it is, or may
be, required to withhold with respect to any payment pursuant to the Plan, with respect to any of
its former or present Employees. The Benefits Officer shall provide or direct the provision of
information necessary or appropriate to enable each such company to so withhold.



     11.5 No Guarantee of Tax Consequences. The Benefits Officer, the Investment Committee,
the Administrative Committee, the Company and any Employing Company or any former Employing Company
do not make any commitment or guarantee that any amounts deferred for the benefit of a Participant,
Inactive Participant or Beneficiary will be excludible from the gross income of the Participant,
Inactive Participant or Beneficiary in the year deferred or paid for federal, state or local income
or employment tax purposes, or that any other federal,



- 19 -









 




state or local tax treatment will apply to
or be available to any Participant, Inactive Participant or Beneficiary. It shall be the obligation
of each Participant, Inactive Participant or Beneficiary to determine whether any deferral or
payment under the Plan is excludible from his or her gross income for federal, state and local
income or employment tax purposes, and to take appropriate action if he or she has reason to
believe that any such deferral or payment is not so excludible.




     11.6 Severability. If any particular provision of the Plan shall be found to be
illegal or unenforceable for any reason, the illegality or lack of enforceability of such provision
shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced
as if the illegal or unenforceable provision had not been included.



     11.7 No Individual Liability. It is declared to be the express purpose and intention
of the Plan that no liability whatsoever shall attach to or be incurred by the shareholders,
officers, or directors of the Board or any representative appointed hereunder by the Company, under
or by reason of any of the terms or conditions of the Plan.



     11.8 Applicable Law. This Plan shall be governed by and construed in accordance with
the laws of the State of New York except to the extent governed by applicable federal law
(including the requirements of Code Section 409A).



     11.9 Compliance with Section 409A of the Code. This Plan is intended to comply with
Section 409A of the Code and will be interpreted in a manner intended to comply with Section 409A
of the Code. In furtherance thereof, no payments may be accelerated under the Plan other than to
the extent permitted under Section 409A of the Code. To the extent that any provision of the Plan
violates Section 409A of the Code such that amounts would be taxable to a Participant prior to
payment or would otherwise subject a Participant to a penalty tax under Section 409A, such
provision shall be automatically reformed or stricken to preserve the intent hereof.
Notwithstanding anything herein to the contrary, if any other payments due to a Participant
hereunder could cause the application of an accelerated or additional tax under Section 409A of the
Code, such payments or other benefits shall be deferred if deferral will make such payment
compliant under Section 409A of the Code, or otherwise such payment shall be restructured, to the
extent possible, in a manner, determined by the Benefits Officer or the Administrative Committee,
that does not cause such an accelerated or additional tax. The Benefits Officer and
the Administrative Committee shall implement the provisions of this Section 11.9 in good faith;
provided that none of the Company, the Benefits Officer, the Administrative Committee nor any of
the Company’s or its subsidiaries’ employees or representatives shall have any liability to
Participants with respect to this Section 11.9.




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