1.Section 1.10 is hereby amended by adding the following sentence at the end thereof:

2.Article 1 is further amended by adding the following definitions:

3.The Plan is hereby amended by deleting Articles 5 and 6 in their entirety and substituting therefor the following:

“ARTICLE 5 - TERMINATION BENEFIT

5.1    Termination Benefit. If a Participant Separates his Service with the Sponsor, the Participant shall receive his or her Deferral Account balances calculated as of the close of business on or around the date the benefit distribution is processed.

5.2    Payment of Termination Benefit.

(a)    Timing. A Participant shall commence to receive his or her Deferral Account in the seventh month following the Participant’s Separation from Service unless otherwise provided in the next sentence or in Section 5.4. Effective November 7, 2011, a Participant may also elect, prior to the Plan Year in which the Annual Deferral Amount is earned, to commence to receive his or her Annual Deferral Amount (from and after January 1, 2012) in the 67^th month or 127^th month following the Participant’s Separation from Service if the form of benefit payment is a lump sum. If a Participant makes this election and dies before the benefit commencement date, his or her Deferral Account balances shall be paid to his or her Beneficiary in a lump sum no later than 90 days after the Participant’s death.

(b)    Form of Payment. A Participant shall receive his or her Deferral Account balance in a lump sum upon his or her Separation from Service unless otherwise provided in the next two sentences. Notwithstanding the foregoing, if a Participant Retires and such Participant has elected prior to November 22, 2008 to receive his or her Deferral Account in annual or monthly installments over a period not exceeding ten (10) years, the Plan shall honor such election if the Deferral Account balance is at least $25,000 and the Participant will be paid on an installment basis rather than in a lump sum. Effective November 15, 2012, a Participant may also elect, prior to the Plan Year in which the Annual Deferral Amount is earned, to receive his or her Annual Deferral Amount (from and after January 1, 2013) in annual installments over a ten-year period beginning in the seventh month after his or her Separation from Service. If the Participant dies before completion of the installment payments, the unpaid remaining Deferral Account balance shall be paid to his or her Beneficiary in a lump sum no later than 90 days after the Participant’s death.”

5.3    Forfeiture if Termination for Cause. Notwithstanding anything contained herein to the contrary, if a Participant’s employment with the Company is terminated for Cause, the portion of his or her Deferral Account attributable to Annual Deferral Amounts made after 2010, as adjusted pursuant to Section 3.6(d), shall be forfeited in its entirety.

5.4    Subsequent Changes in Timing and Form of Payment.

(a)    Changes Regarding Timing and Form of Payment Following Separation from Service. A Participant may make a subsequent election to defer the benefit commencement date under this Article 5 on account of his or her Separation from Service. If the original benefit commencement date for the Participant is the seventh month following his or her Separation from Service, he or she may elect to change to a benefit commencement date of either the 67^th month or the 127^th month following his or her Separation from Service but only if the form of benefit payment is a lump sum. Accordingly, a Participant who elected installment payments or a lump sum payment payable in the seventh (7^th) month after his or her Separation from Service may elect a lump sum payment payable in the 67^th month or the 127^th month following his or her Separation from Service. If the original benefit commencement date for the Participant is the 67^th month following his or her Separation from Service, he or she may elect to change to a benefit commencement date of the 127^th month following his or her Separation from Service but only if the form of benefit payment is a lump sum. Accordingly, a Participant who elected a lump sum payment beginning in the 67^th month after his or her Separation from Service may elect a lump sum payment payable in the 127^th month following his or her Separation from Service. If the original commencement date is the 127^th month following his or her Separation from Service, the Participant may not make this subsequent election.

(b)    Changes Regarding Timing and Form of In-Service Distribution. A Participant may also elect to defer the benefit commencement date of his or her In-Service Distribution Account or In-Service College Tuition Account to a month and year that is at least five years later than the original specified benefit commencement date. A Participant may also elect to change the form of payment under his or her In-Service College Tuition Account from four-year annual installments to a lump sum.

6.1    Short-Term Payouts. From and after November 15, 2012, the Plan shall permit each Participant to elect short-term payouts during employment by designating that his or her Annual Deferral Amount be credited to an In-Service Distribution Account or an In-Service College Tuition Account. Each such election shall be made prior to the Plan Year in which the Annual Deferral Account is earned and shall specify the year and month in which the in-service distribution shall be made or shall commence from either the In-Service Distribution Account or In-Service College Tuition Account. If the Participant dies or otherwise Separates from Service prior to full payment of his or her In-Service Distribution Account or In‑Service College Tuition Account, the provisions of Article 4 or 5, as the case may be, governing timing and form of distribution shall apply instead of this Section 6.1.

6.2    Grandfathered Election. To the extent a Participant has previously filed an election to receive his Non-Qualified Predetermined Annuity Account at a specified time, whether in a lump sum or in annual, quarterly or monthly installments over a period not exceeding ten (10) years, the Plan shall continue to honor such elections during the Participant’s employment.

6.3    Withdrawal for Unforeseeable Financial Emergencies. If a Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Retirement Planning Committee to receive a partial or full payout from the Plan. The Committee shall determine if the event meets the criteria to be an Unforeseeable Financial Emergency. If approved, the amount of the withdrawal shall not exceed the lesser of the Participant’s Deferral Account balance or the amount reasonably