Deferred Compensation Plan Sample Contracts

Sallie Mae – Amendment to the Slm Corporation Deferred Compensation Plan for Key Employees (April 17th, 2019)

This Amendment to the SLM Corporation Deferred Compensation Plan for Key Employees as most recently restated effective as of May 1, 2014 is effective as of the dates set forth below by SLM Corporation (the "Company").

Mayville Engineering Company, Inc. – MAYVILLE ENGINEERING DEFERRED COMPENSATION PLAN as Amended and Restated Effective [IPO Date] (April 12th, 2019)
Bank First National Corp – First Amendment to the Bank First National Amended and Restated Nonqualified Deferred Compensation Plan Master Plan Document (March 26th, 2019)

WHEREAS, Bank First National Corporation (the "Corporation") adopted the Bank First National Amended and Restated Nonqualified Deferred Compensation Plan, (the "Plan") to provide deferred compensation benefits to eligible individuals;

MB FINANCIAL, INC. AND MB FINANCIAL BANK, N.A. NON-STOCK DEFERRED COMPENSATION PLAN as Amended and Restated Effective as of the Effective Date (As Defined Herein) or Such Other Date(s) Set Forth Herein (March 25th, 2019)
MB FINANCIAL, INC. AND MB FINANCIAL BANK, N.A. NON-STOCK DEFERRED COMPENSATION PLAN as Amended and Restated Effective as of the Effective Date (As Defined Herein) or Such Other Date(s) Set Forth Herein (March 25th, 2019)
Enterprise Bancorp Inc – Enterprise Bank Supplemental Executive Retirement and Deferred Compensation Plan 2019 Addendum (March 22nd, 2019)

This Addendum to the Enterprise Bank Supplemental Executive Retirement and Deferred Compensation Plan (the "Plan") is effective for the Plan year commencing on January 1, 2019 (the "2019 Plan Year") and is intended to set forth certain provisions of the Plan that are determined at the discretion of the Compensation Committee of the Enterprise Bancorp Board of Directors (the "Compensation Committee"). Plan eligibility and Plan contributions will be reviewed annually by the Compensation Committee.

LUNA INNOVATIONS INCORPORATED NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN as Amended and Restated Through December 2017 (March 15th, 2019)
Richmond Mutual Bancorporation, Inc. – Nonqualified Deferred Compensation Plan (March 11th, 2019)

This Nonqualified Deferred Compensation Plan (the "Plan"), adopted effective January 16, 2019, is by and among Richmond Mutual Bancorporation, Inc. (the "Corporation"), First Bank Richmond (the "Bank"). a wholly-owned subsidiary of the Corporation, and Garry Kleer (the "Executive").

Eureka Homestead Bancorp, Inc. – Deferred Compensation Plan Agreement (March 11th, 2019)

THIS AGREEMENT, made and entered into as of the 31st day of December, 2003, and amended this 17th day of May, 2005, between Eureka Homestead, a federally-chartered savings and loan association, with principal offices and place of business in the State of Louisiana (hereinafter referred to as the "Company"), and ALAN T. HEINTZEN, an individual residing in the State of Louisiana (hereinafter referred to as the "Employee").

AXA Equitable Holdings, Inc. – Axa Equitable Post-2004 Variable Deferred Compensation Plan for Executives (March 8th, 2019)
Citizens Financial Services – EXECUTIVE DEFERRED COMPENSATION PLAN Effective December 1, 2018 (March 7th, 2019)
Third Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan (March 4th, 2019)
Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan (March 4th, 2019)
Second Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan (March 4th, 2019)
Deferred Compensation Plan I (February 27th, 2019)
Lincoln Electric Holdings, Inc. Non-Employee Directors' Deferred Compensation Plan (As Amended and Restated Effective January 1, 2019) (February 27th, 2019)

The Lincoln Electric Company Non-Employee Directors' Compensation Plan (the "Original Plan") was established by The Lincoln Electric Company effective as of May 24, 1995 to allow directors of the Corporation to defer a portion of their Directors' Fees. As of June 2, 1998, the date of the reorganization of The Lincoln Electric Company, the name of the Original Plan was changed to the Lincoln Electric Holdings, Inc. Non-Employee Directors' Deferred Compensation Plan. This Lincoln Electric Holdings, Inc. Non-Employee Directors' Deferred Compensation Plan (the "Plan") is hereby amended and restated effective, except as otherwise provided herein, as of January 1, 2019. To the extent required by Section 409A of the Code, this amendment and restatement shall only apply to Deferral Commitments made for Deferral Periods commencing on or after January 1, 2019 and for Deferral Commitments made for 2018 RSU Deferrals.

Gannett Co., Inc. – Gannett Co., Inc. 2015 Deferred Compensation Plan (February 27th, 2019)

Effective as of December 7, 2019, Gannett Co. Inc. hereby amends the Gannett Co., Inc. Deferred Compensation Plan, Rules for Post-2004 Deferrals, as amended, (the "Plan") as follows:

Pre-2005 Deferred Compensation Plan I (February 27th, 2019)

The Cypress Semiconductor Corporation Nonqualified Deferred Compensation Plan, originally effective as of September 1, 1995, and thereafter amended, was further amended and restated in its entirety by Cypress Semiconductor Corporation (the "Company"), effective as of January 1, 2002 on behalf of itself and any designated subsidiaries and was renamed the Cypress Non-Qualified Deferred Compensation Plan II ("Pre-2005 Plan II"). Also on January 1, 2002, this Cypress Non-Qualified Deferred Compensation Plan I (herein "Pre-2005 Plan I" or the "Plan") was adopted by the Company. Pre-2005 Plan I is similar to Pre-2005 Plan II except that (i) the phantom investments are different than those available under Pre-2005 Plan II and (ii) beneficiaries of Pre-2005 Plan I participants who die in certain situations will receive a supplemental survivor benefit, described more fully herein. Pre-2005 Plan I and Pre-2005 Plan II were amended effective April 1, 2004 to permit outside directors who are als

Mgpi Processing, Inc. Executive Deferred Compensation Plan (February 27th, 2019)

Establishment. MGPI Processing, Inc. (the "Company") hereby establishes the MGPI Processing, Inc. Executive Deferred Compensation Plan (the "Plan"), effective as of June 30, 2018.

Union Bankshares Corporation – Union Bankshares Corporation Non-Qualified Deferred Compensation Plan for Executives (February 27th, 2019)

This Adoption Agreement is the companion document that allows an employer to sponsor and adopt the Virginia Bankers Association Model Non-Qualified Deferred Compensation Plan for Executives (the "Plan"). Each Employer named below hereby adopts the Plan through this Adoption Agreement (the "Adoption Agreement"), to be effective as of the date(s) specified below, and elects the following specifications and provides the following information relating thereto.

TRUST AGREEMENT Establishing the ZIONS BANCORPORATION DEFERRED COMPENSATION PLAN TRUST by and Between ZIONS BANCORPORATION and CIGNA BANK & TRUST COMPANY, FSB (February 26th, 2019)

This Agreement made this 1st day of October, 2002, by and between Zions Bancorporation (the "Company") and CIGNA Bank & Trust Company, FSB, a federal savings bank with its principal office and place of business in Hartford, Connecticut (the "Trustee");

Wisconsin Electric Power Co – Executive Deferred Compensation Plan (February 26th, 2019)

The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated Employees who contributed materially to the continued growth, development and business success of Wisconsin Energy Corporation, the predecessor of WEC Energy Group, Inc., and its former subsidiaries, if any, that sponsored this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan was amended and restated effective as of July 23, 2004 (except as otherwise specifically provided, including amendments approved for equity-based deferrals or Company stock investments credited on or after November 2, 2005).

MASTER TRUST AGREEMENT Between ZIONS BANCORPORATION and FIDELITY MANAGEMENT TRUST COMPANY ZIONS BANCORPORATION DEFERRED COMPENSATION PLANS MASTER TRUST Dated as of September 1, 2006 (February 26th, 2019)

TRUST AGREEMENT, dated as of the first day of September, 2006, between ZIONS BANCORPORATION, a Utah corporation, having an office at One Main Street, Salt Lake City, Utah 84111 (the "Sponsor"), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the "Trustee").

Wec Energy Group Executive Deferred Compensation Plan (February 26th, 2019)

The Plan was established effective January 1, 2005 and is known as the "WEC Energy Group Executive Deferred Compensation Plan." Prior to January 1, 2016, the Plan was known as the Wisconsin Energy Corporation Executive Deferred Compensation Plan.

Amendment 2 to the Eog Resources, Inc. 409a Deferred Compensation Plan (February 26th, 2019)
AMENDMENT TO THE TRUST AGREEMENT Establishing the ZIONS BANCORPORATION DEFERRED COMPENSATION PLANS TRUST (February 26th, 2019)

WHEREAS, the Zions Bancorporation Deferred Compensation Plans Trust (hereinafter called the "Trust") was established by and between Zions Bancorporation (hereinafter called the "Employer"), and Prudential Bank & Trust, FSB, a federal savings bank with its principal office and place of business in the City of Hartford, Connecticut; in connection with and as part of the Zions Bancorporation Deferred Compensation Plans (hereinafter called the "Plan"); and

Brighthouse Financial, Inc. – Amendment Number Two to the Brighthouse Services, Llc Voluntary Deferred Compensation Plan (February 26th, 2019)

The BRIGHTHOUSE SERVICES, LLC VOLUNTARY DEFERRED COMPENSATION PLAN (the "Plan") is hereby amended, effective as of November 1, 2018, as follows:

Wisconsin Electric Power Co – Wec Energy Group Executive Deferred Compensation Plan (February 26th, 2019)

The Plan was established effective January 1, 2005 and is known as the "WEC Energy Group Executive Deferred Compensation Plan." Prior to January 1, 2016, the Plan was known as the Wisconsin Energy Corporation Executive Deferred Compensation Plan.

Deferred Compensation Plan Relating to Long-Term Performance Awards (February 26th, 2019)

The purpose of the Plan is to give certain participants in the 2018 Omnibus Plan the opportunity to defer the receipt of Shares payable pursuant to Performance Awards for tax or other reasons suited to the Participant's own financial strategies. The Plan is intended to, and shall be interpreted to, comply in all respects with Section 409A, and those provisions of ERISA that are applicable to an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of "management or highly compensated employees."

ZIONS BANCORPORATION FOURTH RESTATED DEFERRED COMPENSATION PLAN FOR DIRECTORS (Effective January 1, 2005) (February 26th, 2019)
Executive Deferred Compensation Plan (February 26th, 2019)

The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated Employees who contributed materially to the continued growth, development and business success of Wisconsin Energy Corporation, the predecessor of WEC Energy Group, Inc., and its former subsidiaries, if any, that sponsored this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan was amended and restated effective as of July 23, 2004 (except as otherwise specifically provided, including amendments approved for equity-based deferrals or Company stock investments credited on or after November 2, 2005).

Amendment Number 1 to the Eversource Deferred Compensation Plan (February 26th, 2019)

The definition of "Eligible Trustee" in Article 2 is hereby amended to remove "an" and add "a non-Employee" and shall read as follows:

THIRD RESTATED AND REVISED DEFERRED COMPENSATION PLAN Restated and Revised Effective as of January 1, 2005 (February 26th, 2019)
Second Director Deferred Compensation Plan (February 25th, 2019)

The KeyCorp Amended and Restated Second Director Deferred Compensation Plan (the "Plan) as previously amended and restated, is hereby amended and restated in its entirety as of September 18, 2013. The Plan is designed to provide Directors of KeyCorp with the opportunity to defer the payment of their directors' fees in accordance with the provisions of this Plan. It is the intention of KeyCorp and it is the understanding of the Directors participating in the Plan that the Plan constitutes a nonqualified plan of deferred compensation that is subject to the provisions of Section 409A of the Code and the applicable regulations issued thereunder.

Travelport Worldwide LTD – TRAVELPORT OFFICER DEFERRED COMPENSATION PLAN (Amended and Restated as of January 1, 2019) (February 22nd, 2019)