Notwithstanding any other provision of the Plan to the contrary, the Plan can be amended by the Corporation at any time and retroactively if required to the extent that, in the opinion of the Corporation, such amendment shall be necessary in order to insure the Plan will be characterized as a Plan maintained for a select group of management or highly-compensated employees as described in [Sections 201(2), 301(a)(3), and 401(a)(1)])])] of ERISA, or to conform the Plan to the requirements of any applicable law, including without limitation, ERISA, Section 409A of the Internal Revenue Code, and any other provision of the Internal Revenue Code. No such amendment shall be considered prejudicial to any interest of a Participant or beneficiary hereunder.

Notwithstanding the provisions of [Section 10.1], the Plan may be amended by the Company at any time, retroactively if required, if found necessary, in the opinion of the Company, in order to assure that the Plan is characterized as a top-hat plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA [Sections 201(2), 301(a)(3), and 401(a)(1)])])] and to conform the Plan to the provisions and requirements of any applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any interest of a Participant or a Beneficiary hereunder.