September 28, 2006 Uses in Death Benefits for Individuals Who Become Participants on or After January 1, 2009 Clause

Death Benefits for Individuals Who Become Participants on or After January 1, 2009 from Amended and Restated

The purpose of the Plan is to provide competitive executive retirement benefits for key executives and to enhance the ability of the Company to attract and retain key senior executives. The Plan is intended to constitute an unfunded deferred compensation plan for a select group of management or highly compensated employees within the meaning of ERISA, and shall be construed and administered accordingly.

Death Benefits for Individuals Who Become Participants on or After January 1, 2009. If a Participant with a Vested Plan Benefit, who first becomes a Participant on or after January 1, 2009, dies prior to his Payment Date, the Participants Surviving Spouse, if any, shall receive a cash lump-sum payment under the Plan equal to the actuarial equivalent (determined in accordance with Section 5.6(b)) of the death benefit described in Section 6.3 or Section 6.4, as applicable, within 90 days of the Participants death.