Deferred Compensation Plan Sample Contracts

Description of Modification to the Director Retirement and Deferred Compensation Plan (February 23rd, 2018)

The Company has previously adopted a retirement plan (the "Plan") for non-employee Directors ("Independent Directors"). Under the Plan, non-employee Directors with at least five years of service, who resigned or were not nominated for re-election were entitled to receive annual retirement payments equal to the annual retainer in effect on the date of retirement for the lesser of ten years or the number of years the retiring Director served on the Board. Such payments did not extend beyond the lifetime of the retiring Director and were contingent upon the Director's availability for consultation with management and refraining from engaging in competition with the Company.

Rli Corp. – Deferred Compensation Plan (February 23rd, 2018)
Graphic Packaging Holding Co – FIRST AMENDMENT TO THE GRAPHIC PACKAGING INTERNATIONAL, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN (As Amended and Restated Effective November 1, 2017) (February 23rd, 2018)

WHEREAS, Graphic Packaging International, Inc. (the "Company") maintains for the benefit of certain of its employees the Graphic Packaging International, Inc. Non-Qualified Deferred Compensation Plan (the "Plan"); and

Modified Deferred Compensation Plan (February 23rd, 2018)

Effective December 31, 2006, the Occidental Petroleum Corporation Deferred Compensation Plan 2 (the "DCP2") was merged with and into the Occidental Petroleum Corporation 2005 Deferred Compensation Plan (the "2005 DCP"), which was amended and restated as the Occidental Petroleum Corporation Modified Deferred Compensation Plan (the "Plan"). Effective December 31, 2006, for each Participant making a Special Transition Rule Election under Section 5.11, the Deferral Account (if any) of such Participant under the DCP2 was merged with the Deferral Account (if any) of such Participant under the 2005 DCP, the Savings Plan Restoration Account (if any) of such Participant under the DCP2 was merged with the Savings Plan Restoration Account (if any) of such Participant under the 2005 DCP, the SEDCP Deferral Account (if any) of such Participant under the DCP2 was transferred to the 2005 DCP, and all such accounts are governed by the terms of this Plan. For Participants not making such an election,

Quest Diagnostics Supplemental Deferred Compensation Plan (Post - 2004) Amended and Restated as of November 27, 2017 (February 23rd, 2018)
First Amendment to Littelfuse Deferred Compensation Plan for Non-Employee Directors (February 23rd, 2018)

The Littelfuse Deferred Compensation Plan for Non-employee Directors (the "Plan"), as adopted by the Board of Directors of Littelfuse, Inc., a Delaware corporation (the "Company") on March 17, 1995, is hereby amended as follows, pursuant to the authority retained by the Board of Directors under Section 6.2 of the Plan. For purposes of Section 6.2, the amendments made herein are intended to comport with a change in the Internal Revenue Code of 1986, specifically the enactment of Section 409A of the Code. The amendments made herein are effective as of January 1, 2008, except as otherwise provided herein.

Second Amendment to the Littelfuse Deferred Compensation Plan for Non-Employee Directors (February 23rd, 2018)

THIS SECOND AMENDMENT to the Littelfuse Deferred Compensation Plan for Non- Employee Directors (the "Plan") is made and entered into by Littelfuse, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), effective on the date approved by the Board of Directors of the Company ("the Board").

Black Knight Deferred Compensation Plan (February 23rd, 2018)

Black Knight InfoServ, LLC (the "Company") hereby adopts the Black Knight Deferred Compensation Plan (the "Plan"), effective September 15, 2017. This Plan was spun-off from the Fidelity National Financial, Inc. Deferred Compensation Plan (the "FNF Plan"). The Company (f/k/a Lender Processing Services, Inc.) sponsored a deferred compensation plan, the Lender Processing Services, Inc. Deferred Compensation Plan (the "LPS Plan"), which was previously merged into the FNF Plan. This Plan applies only to amounts deferred under the Plan on or after January 1, 2005, and to amounts deferred prior to January 1, 2005 that were not vested as of December 31, 2004. Amounts deferred under the Plan prior to January 1, 2005 that were vested as of December 31, 2004 (the "Grandfathered Accounts") shall be subject to the provisions of the FNF Plan as in effect on October 3, 2004, as the same may be amended from time to time by the Company, with approval of the Board of Directors of Black Knight, Inc.

Nonqualified Deferred Compensation Plan (February 22nd, 2018)

This Plan and related agreements between the Employer and certain management or highly compensated employees is an unfunded, nonqualified deferred compensation plan and arrangement.

Deferred Compensation Plan (February 22nd, 2018)
The Charles Schwab Corporation Deferred Compensation Plan Ii (February 22nd, 2018)
Southern Company Deferred Compensation Plan (February 21st, 2018)
Ally Financial Inc. – Ally Financial Inc. Non-Employee Directors Deferred Compensation Plan (February 21st, 2018)
Andeavor Executive Deferred Compensation Plan (February 21st, 2018)
Andeavor Board of Directors Deferred Compensation Plan (February 21st, 2018)

WHEREAS, Tesoro Corporation (the "Corporation") previously established the Tesoro Corporation Board of Directors Deferred Compensation Plan, effective April 1, 1995, as subsequently amended and restated effective January 1, 2009 (the "Deferred Compensation Plan"), to permit non-employee members of the Board to voluntarily defer any part or all of the cash portion of their directors' fees;

Seventh Amendment to the Advance Auto Parts, Inc. Deferred Compensation Plan (February 21st, 2018)

WHEREAS, Advance Auto Parts, Inc., a Delaware Corporation, (the "Company"), sponsors the Advance Auto Parts, Inc. Deferred Compensation Plan (the "Plan") to allow eligible Team Members to elect to defer the receipt and taxation of a portion of their compensation. The Plan was last amended and restated effective as of January 1, 2008; and

Fourth Amendment and Restatement of the Centene Corporation Voluntary Nonqualified Deferred Compensation Plan (February 20th, 2018)

The purpose of the Centene Corporation Voluntary Nonqualified Deferred Compensation Plan ("Plan") is to aid Centene Corporation and its subsidiaries in retaining and attracting executive employees by providing them with tax deferred savings opportunities. The Plan provides a select group of management and highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), of Centene Corporation with the opportunity to elect to defer receipt of specified portions of compensation, and to have these deferred amounts treated as if invested in specified hypothetical investment benchmarks. The Plan is intended to conform to the requirements of Code SS409A. A Participant's Account that was earned and vested prior to January 1, 2005, plus subsequent earnings thereon, shall not be subject to the terms of this Plan but shall be subject to the terms of the prior plan dated June 1, 2002. The Sec

Non-Employee Directors Deferred Compensation Plan (Effective May 10, 2017) (February 20th, 2018)

Kelly Services, Inc. established, effective as of May 10, 2017, the Kelly Services, Inc. Non-Employee Directors Deferred Compensation Plan on the terms and conditions hereinafter set forth. Such Plan provides non-employee directors with the opportunity to defer portions of all fees payable to non-employee directors in accordance with the provisions of the Plan. Pursuant to a resolution approved by the Board on August 7, 2017, that allowed for the Plan to be amended and restated to allow for separate deferral percentages to be applied against the amount of cash and Common Stock that can be deferred, respectively. The Plan is intended to be a non-qualified deferred compensation arrangement in compliance with Section 409A of the Code, as stated in Section 7.8.

Amendment Number One Cadence Design Systems, Inc. 2009 Deferred Compensation Plan (February 20th, 2018)
Huntington Bancshares Incorporated Director Deferred Compensation Plan (February 16th, 2018)

Background and Purposes. The Corporation previously maintained the Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors (the "Prior Plan"). The Corporation desires that effective January 1, 2017, a new plan be adopted to potentially expand participation in the deferred compensation program to formally elected directors on the Corporation's Board, and, when and if selected, members of certain Affiliate board of directors, and members of the Corporation's various advisory boards. Accordingly, this Plan is effective for all deferrals of Compensation earned on or after January 1, 2017. The Prior Plan shall be frozen as of January 1, 2017. Any deferrals made before January 1, 2017, shall be governed under the Prior Plan.

Abbott Laboratories Deferred Compensation Plan (February 16th, 2018)
Potlatch – POTLATCH CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS II Effective January 1, 2005 Amended and Restated Effective May 8, 2014 Further Amended and Restated Effective September 8, 2016 (February 16th, 2018)
Colfax Corp. – Colfax Corporation Director Deferred Compensation Plan (February 16th, 2018)

The Colfax Corporation Director Deferred Compensation Plan (the "Plan") is hereby amended as follows, effective as of December 6, 2017:

Huntington Bancshares Incorporated Amended and Restated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors (February 16th, 2018)

This Amended and Restated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors (the "Plan") is hereby effective October 17, 2017.

Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, Effective April 1, 2010 (February 15th, 2018)

WHEREAS, Marriott International, Inc. ("Marriott") maintains the Marriott International, Inc. Executive Deferred Compensation Plan (the "Plan"); and

Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, Effective October 25, 2011 (February 15th, 2018)

WHEREAS, Marriott International, Inc. ("Marriott") maintains the Marriott International, Inc. Executive Deferred Compensation Plan (the "Plan"); and

Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, Effective November 19, 2011 (February 15th, 2018)

WHEREAS, Marriott International, Inc. ("Marriott") maintains the Marriott International, Inc. Executive Deferred Compensation Plan (the "Plan"); and

Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, Effective September 23, 3016 (409a). (February 15th, 2018)

WHEREAS, the Company entered into the Agreement and Plan of Merger by and between Marriott International, Inc. and Starwood Hotels and Resorts Worldwide, Inc. ("Starwood") dated as of November 15, 2015, as amended on March 20, 2016 (the "Agreement"), pursuant to which Agreement a series of transactions would occur resulting in Starwood Hotels & Resorts Worldwide, Inc. (as may be converted to a limited liability company) becoming a wholly- owned indirect subsidiary of the Company (the "Marriott Affiliation"); and

Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, Effective September 23, 3016 (Starwood Deferral Elections). (February 15th, 2018)

WHEREAS, Marriott International, Inc. (the "Company") maintains the Marriott International, Inc. Executive Deferred Compensation Plan (the "Plan");

Calumet and Hecla Mining Company – HECLA MINING COMPANY KEY EMPLOYEE DEFERRED COMPENSATION PLAN (Amended and Restated as of December 1, 2014) First Amendment (February 15th, 2018)

WHEREAS, Hecla Mining Company (the "Company") sponsors and maintains the Hecla Mining Company Key Employee Deferred Compensation Plan, amended and restated as of December 1, 2014 (the "Plan") for the benefit of its eligible employees; and

First Amendment to the Infinity Property and Casualty Corporation Deferred Compensation Plan (Amended and Restated Effective as of January 1, 2018) (February 15th, 2018)

Pursuant to the reserved power of amendment contained in Section 14(d) of the Infinity Property and Casualty Corporation Deferred Compensation Plan (the "Plan"), the Plan is hereby amended as follows effective January 1, 2018.

First Amendment to the Caterpillar Inc. Supplemental Deferred Compensation Plan (February 15th, 2018)

Caterpillar Inc. (the ''Company") sponsors the Caterpillar Inc. Supplemental Deferred Compensation Plan (the "Plan"). By a document dated May 9, 2017, the Plan was most recently amended and restated effective May 15, 2017. Pursuant to Article IX of the Plan, the Company has reserved the right to amend the Plan, in whole or in part, at any time. By this instrument, the Company amends the Plan to update the title of the Company's Vice President, Human Services Division.

Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, Effective January 1, 2013 (February 15th, 2018)

WHEREAS, Marriott International, Inc. ("Marriott") maintains the Marriott International, Inc. Executive Deferred Compensation Plan (the "Plan"); and

Citizens & Northern Corp – Citizens & Northern Corporation Deferred Compensation Plan Citizens & Northern Corporation Deferred Compensation Plan (February 15th, 2018)

The Company hereby adopts the Plan to provide deferred compensation benefits for certain of its key management/highly compensated employees. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation supplemental retirement benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code (the "Code"). The Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, Effective January 1, 2010 (February 15th, 2018)

WHEREAS, Marriott International, Inc. ("Marriott") maintains the Marriott International, Inc. Executive Deferred Compensation Plan (the "Plan"); and