This Plan may be amended, suspended or terminated at any time by the Board of Directors of the Company. However, no amendment, suspension or termination of the Plan may, without the consent of a participant, alter or impair any of the rights previously granted under the Plan. Any amendment or termination shall comply with the restrictions of Section 409A of the Internal Revenue Code ("[Section 409A]") to the extent applicable. No amendment or termination of the Plan may accelerate a scheduled payment of amounts subject to Section 409A, nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A.

This Plan may be amended, suspended or terminated at any time by theSection # The Board of Directors ofmay amend or terminate the Company. However,Plan at any time; provided, however, that no amendment, suspensionsuch amendment or termination of the Plan may, without the consent of a participant,may alter or impair any of theParticipant's rights previously granted under the Plan. AnyPlan as of the date of such amendment or termination shall complywithout his consent; provided, however, notwithstanding anything to the contrary herein, an amendment adopted for the purpose of complying with the restrictions of Section 409A of the Internal Revenue Code ("[Section 409A]") tomay be made without the extent applicable. No amendment or terminationconsent of the Plan may accelerate a scheduled payment of amounts subject to Section 409A, nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A.Participants.

This Plan may be amended, suspendedAmendment, Modification, Suspension or terminated at any time byTermination. The Company, acting through the Board of Directors (including through the Compensation Committee of the Company. However,Board) or through the Committee, may amend, modify, suspend or terminate the Plan in whole or in part, except that no amendment, modification, suspension or termination shall have any retroactive effect to reduce any amounts allocated to a Participant’s Accounts, or adversely affect his vested interest therein. A termination of the Plan may, withoutshall not cause the consentacceleration of a participant, alter or impairpayments under the Plan unless the Committee determines, after consultation with counsel, that the terms and conditions of such termination are within exceptions provided by the Regulations to the general [Section 409A] prohibition against acceleration. Notwithstanding any other provision of the rights previously granted underPlan, the Plan. Any amendmentCommittee shall have the right and power to adopt any and all such amendments to the Plan as it shall deem necessary or termination shall complyadvisable to ensure compliance with the restrictions of Section 409A ofand the Internal Revenue Code ("[Section 409A]") to the extent applicable. No amendment or termination of the Plan may accelerate a scheduled payment of amounts subject to Section 409A, nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A.Regulations, including amendments with retroactive effect.

This Plan may be amended, suspendedAmendment, Modification, Suspension or terminated at any time byTermination. The Company, acting through the Board of Directors (including through the Compensation Committee of the Company. However,Board) or through the Committee, may amend, modify, suspend or terminate the Plan in whole or in part, except that no amendment, modification, suspension or termination shall have any retroactive effect to reduce any amounts allocated to a Participant’s Accounts or adversely affect his or her right to vest thereunder in accordance with the Plan provisions previously in effect. A termination of the Plan may, withoutshall not cause the consentacceleration of a participant, alter or impairpayments under the Plan unless the Committee determines, after consultation with counsel, that the terms and conditions of such termination are within exceptions provided by the Regulations to the general [Section 409A] prohibition against acceleration. Notwithstanding any other provision of the rights previously granted underPlan, the Plan. Any amendmentCommittee shall have the right and power to adopt any and all such amendments to the Plan as it shall deem necessary or termination shall complyadvisable to ensure compliance with the restrictions of Section 409A ofand the Internal Revenue Code ("[Section 409A]") to the extent applicable. No amendment or termination of the Plan may accelerate a scheduled payment of amounts subject to Section 409A, nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A.Regulations, including amendments with retroactive effect.

This Plan may be amended, suspended or terminatedNotwithstanding anything herein to the contrary, the Board may, at any timetime, amend the Plan to allow any acceleration or delay of payment permitted by [Section 409A] and may apply such acceleration or delay to any participant’s accounts without the Board of Directorsconsent of the Company. However, no amendment, suspension or termination of the Planaffected participant. The Board may, without the consent of aany participant, alterterminate all or impair anypart of this Plan and direct that all or part of the rights previously granted underaccounts be paid during the Plan. Any amendment or termination shall comply with the restrictionsperiod permitted by [Section 409A], provided that all conditions of Section 409A of the Internal Revenue Code ("[Section[Section 409A]") to the extent applicable. No amendment or termination of the Plan may accelerate a scheduled payment of amounts subject to Section 409A, nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A. are and will be satisfied.

ThisAmendment and Termination in General. The Committee may amend, suspend or terminate this Plan may be amended, suspended or terminated at any time bytime; provided that no such amendment, suspension or termination shall adversely affect the Board of Directors of the Company. However,amounts in any then-existing account. Further, no amendment, suspension or termination of this Plan may result in the Plan may, without the consentacceleration of a participant, alterpayment of any benefits to any Participant, beneficiary or impair any of the rights previously grantedother person, except as may be permitted under the Plan. Any amendment or termination shall comply with the restrictions of Section 409A of the Internal Revenue Code ("[Section 409A]") to the extent applicable. No amendment or termination of the Plan may accelerate a scheduled payment of amounts subject to Section 409A, nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A.Code.

ThisThe Company reserves the right to amend or terminate the Plan may be amended, suspended or terminated at any time by theaction of its Board of Directors ofDirectors. No such action shall however adversely affect any Employee or his beneficiary who is receiving excess retirement benefits under the Plan, unless an equivalent benefit is provided under another Plan or program sponsored by the Company. However, no amendment, suspension or terminationThe Company specifically reserves the right to amend the Plan to conform the provisions of the Plan may, withoutto the consent of a participant, alter or impair anyguidance issued by the Secretary of the rights previously granted under the Plan. Any amendment or termination shall complyTreasury with the restrictions ofrespect to Section 409A of the Internal Revenue Code ("[Section 409A]") to the extent applicable. No amendment or termination of the Plan may accelerate a scheduled payment of amounts subject to Section 409A, nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A.Code, in accordance with such guidance.

This Plan may be amended, suspendedAmendment or terminated at any time by theTermination. The Board of Directors of the Company. However, no amendment, suspensionCompany or terminationthe Human Resources Committee of the Company’s Board of Directors may at any time amend this Plan may, withoutin any manner. Notwithstanding the consentforegoing, the Plan Administrator shall have the authority to amend the Plan to effectuate its authority to operate and administer the Plan in accordance with [Section 8.1]. The Board of a participant, alter or impair anyDirectors of the rights previously granted underCompany or the Plan. AnyHuman Resources Committee of the Company’s Board of Directors may at any time suspend or terminate this Plan subject to the requirements of Code section 409A regarding plan terminations including the timing of distributions in the event of plan termination. Except for any modifications or amendments as may be otherwise required as a result of changes to the tax laws, ERISA and the regulations applicable to the Plan or to comply with Code section 409A, no such plan amendment or plan termination shall comply withadversely affect the restrictions of Section 409A of the Internal Revenue Code ("[Section 409A]")benefits accrued immediately prior to the extent applicable. Noeffective date of such amendment or termination of the Plan may accelerate a scheduled payment of amounts subject to Section 409A, nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A.termination.

This1.11Amendment and Termination of Plan. The Company reserves the right to modify or to amend this Plan, in whole or in part, or to terminate this Plan may be amended, suspended or terminated at any time by the Board of Directors of the Company. However,time; provided, however, that no amendment, suspension or termination of the Plan may, without the consent of a participant, alter or impair any of the rights previously granted under the Plan. Anysuch amendment or termination shall comply# affect a Participant’s interest in amounts previously deferred, or # change the time or form of payout with respect to such benefits, except to the restrictions ofextent permitted under Section 409A of the Internal Revenue Code ("[Code. Notwithstanding the preceding, upon a Plan termination, distributions shall be paid in a single lump sum under circumstances permitted in Treasury Regulation Section 409A]")1.409A-3(j)(4)(ix), pertaining to plan terminations and liquidations, including but not limited to the extent applicable. No amendment or termination ofrequirement, where applicable, that neither the Plan may accelerate a scheduled payment of amounts subject to Section 409A,Company nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A.controlled group member establish another account-based deferred compensation plan covering the Participants at any time during the succeeding three (3) calendar years.

ThisThe Committee may amend, suspend, or terminate the Plan may be amended, suspendedin whole or terminatedin part at any timetime, provided, however, that if in the judgment of the Committee such amendment or other action would have a material effect on the Plan, such amendment or other action must be taken by the Board of Directors of the Company. However, noNo amendment which would materially increase the cost of the Plan shall be made effective unless approved by the shareholders of the Company. This Plan may not be amended, suspended or terminated from and after the date of a Change of Control as defined above) or in anticipation of a Change of Control so as to reduce or otherwise adversely affect the benefits to which participants in the Plan are entitled upon a Change of Control, calculated as of the date of the amendment, suspension or termination. Any termination of the Plan may, without the consent of a participant, alter or impair any of the rights previously granted under the Plan. Any amendment or termination shall complybe made in accordance with the restrictionsrequirements of Section 409A of the Internal Revenue Code ("[Section 409A]") to the extentCode, if applicable. No amendment or termination of the Plan may accelerate a scheduled payment of amounts subject to Section 409A, nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A.