2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

1.1   Part A; Excess Retirement Benefits .  The provisions of Part A of the Plan shall establish and provide excess retirement benefits to Employees of the Company who are (i) in a select group of management or highly compensated employees of the Company within the meaning of Sections 201(a)(7), 301(a)(9) and 401(a)(1) of ERISA, and (ii) selected to participate in Excess Retirement Benefits pursuant to the terms and provisions of this Part A of the Plan.

1.2   Separate Benefits .  The Excess Retirement Benefits provided to participants under Part A of the Plan are separate and independent from Supplemental Retirement Benefits provided under Part B of the Plan.

1.3   Deferral of Compensation .  The Excess Retirement Benefits provided to Participants under Part A of the Plan shall be considered and treated as deferral of compensation to the extent and in the manner provided for in Section 409A of the Code and Treasury Regulations thereunder.

2.1   Eligibility for Selection . In order to be eligible to be selected as a Part A Participant in the Plan pursuant to Section 2.2 of this Article II, below, an Employee must be in a select group of management or highly compensated employees of the Company, as determined by the Chief Executive Officer, or the Committee in the case of the Chief Executive Officer, in the Chief Executive Officer’s (or Committee’s, as applicable) sole and absolute discretion.  An eligible Employee may become a Part A Participant in the Plan only by being selected for participation pursuant to Section 2.2 of this Article II, below.

         2.2   Designation and Selection of Part A Participants in the Plan .

A.   In order to participate in Part A of the Plan an eligible Employee must also be specifically designated and selected by the Chief Executive Officer, or in the case of the Chief Executive Officer, by the Committee, to be a Part A Participant in the Plan, with such designation and selection to be in the Chief Executive Officer’s (or Committee’s, as applicable) sole and absolute discretion.

B.   The designation and selection of any eligible Employee to be a Part A Participant in the Plan by the Chief Executive Officer/Committee, shall be confirmed in writing by a written instrument and/or memorandum which shall specify the date that compensation is first deferred under this Plan for such Part A Participant and the date of his/her designation and selection, in such form as is prescribed by the Committee that shall be in substantially the same form as Appendix I to this Plan and that shall be made a part of the records of the Plan and the Company.

C.   Not every eligible Employee is required to be, or necessarily will be designated and selected to be a Part A Participant in the Plan.

D.   An eligible Employee who is not designated and selected to be a Part A Participant pursuant to this Section 2.2, shall not be entitled to any benefit or payment under Part A of the Plan.

E.   No Employee who is a participant in the Prior Frozen SERP or entitled to receive any benefit or payment under the Prior Frozen SERP shall be designated and selected to be a Part A Participant in the Plan; and it may be made a condition to the designation and selection of an eligible Employee as a Part A Participant that such Employee shall have elected in writing to completely terminate his/her participation in the Prior Frozen SERP and waive all his/her entitlement to any benefit or payment under the Prior Frozen SERP.

F.   Notwithstanding anything otherwise provided herein, any eligible Employee who becomes a Part A Participant shall be deemed to consent and agree that his/her participation in Part A of the Plan shall supersede and cancel any entitlement he/she had to any benefit or payment under the Prior Frozen SERP.

2.3   Scope of Part A Participation .  An eligible Employee designated and selected to be a Part A Participant in the Plan shall, as a Part A Participant, be entitled solely to the rights and benefits provided under the terms of Part A of the Plan, and such designation and selection shall not entitle such Employee to participate in Part B of the Plan or to receive benefits thereunder; provided, that an Employee who is an Officer of the Company may be designated and selected to be a Part A Participant, and selected under Part B of the Plan to be a Part B Participant.

         2.4   Election to Defer Compensation .

A.   Except as provided in Section 2.4.B., of this Article, the Company, pursuant to the Plan, elects, determines and provides for the time and form of payment of an Excess Retirement Benefit to any eligible Employee who is designated and selected to be a Part A Participant.  The time and form of payment of an Excess Retirement Benefit is stated and provided in Article III of this Part A of the Plan.

B.   A Part A Participant shall make a written Election that shall include a Specified Time which shall be the Normal Specified Time of Distribution when his/her Excess Retirement Benefit is to be paid and distributed under the Plan. The Specified Time that may be stated in the Election, shall be:

(1)  The later of (a) a Specified Date, or (b) the date such Part A Participant (i) attains age fifty (50), (ii) completes five (5) years of service with the Company, and (iii) has a Separation from Service with the Company; or

(2)  The date such Part A Participant (i) attains age fifty (50), (ii) completes five (5) years of service with the Company, and (iii) has a Separation from Service with the Company.

The Normal Specified Time of Distribution of a Part A Participant shall in no event be before he/she (i) attains age fifty (50), (ii) completes five (5) years of service with the Company, and (iii) has a Separation from Service with the Company.

C.   The designation and Election of the time and form of payment of the Excess Retirement Benefit of an eligible Employee  when he/she is first designated and selected to be a Part A Participant in the Plan shall be made and confirmed in writing on or before the date that is thirty (30 days after the date of such designation and selection in an instrument prescribed by the Committee that shall be in substantially the same form as Appendix I to this Plan and that shall be made a part of the records of the Plan and the Company.

D.   The designation and Election of the time and form of payment of an Excess Retirement Benefit of a Part A Participant shall apply with respect to all compensation deferred under the Plan for the Part A Participant after the date of his/her designation and selection.  The designation and Election of the time and form of payment of an Excess Retirement Benefit of a Part A Participant shall be effective on and after the date that it is made by the Part A Participant and the Company as to compensation deferred under the Plan for all taxable years of the Part A Participant thereafter.

E.   The Plan does not provide an eligible Employee or Part A Participant the opportunity to make an initial election of the form of payment of the Excess Retirement Benefit to him/her under the Plan.  A Part A Participant shall be allowed to change the form of an annuity benefit to the extent provided in Section 3.5 of Article III of this Part A of the Plan.  A Part A Participant shall be allowed to make a Subsequent Election as to time of payment of an Excess Retirement Benefit as provided in Section 3.2 of Article III of this Part A of the Plan.

F.   All Elections made under the Plan by and for a Part A Participant on or before December 31, 2008, shall be retroactively effective to conform to the terms and provisions of the Plan, as amended and restated effective December 18, 2008, to meet the requirements of Code section 409A and Treasury Regulations to the extent allowed under such regulations and published guidance of the Internal Revenue Service.

3.1   Excess Retirement Benefit .

A.           The Company shall pay each Part A Participant the vested Excess Retirement Benefit attributable to a Part A Participant’s annual eligible compensation under the Retirement Plan that is in excess of the limitations on such Part A Participant’s Retirement Plan Benefits contained in Code Sections 401(a)(17) and 415(b).

B.           The Excess Retirement Benefit will be calculated by applying the same benefit formula, vesting provisions, and early retirement provisions as are in and apply to the Part A Participant’s Retirement Plan Benefit under the Retirement Plan.

C.           The Excess Retirement  Benefit shall be calculated for the time of the commencement of payment of it to a Part A Participant (hereinafter referred to as "Excess Retirement Benefit Commencement Date") pursuant to the terms and provisions of the Plan governing the time and form of payment thereof, irrespective of whether or not a corresponding Retirement Plan Benefit is then being paid or is to commence payment to such Part A Participant at that time, and irrespective of the time and form of payment of the Retirement Plan Benefit that has been elected, is being paid or may be paid to the Part A Participant.

D.           The Excess Retirement Benefit shall be calculated and determined for the Excess Retirement Benefit Commencement Date of a Part A Participant as follows:

(1)  Calculate as a single (straight) life annuity payable at age sixty-five (65);

(2)  Apply early retirement provisions based upon the age of the Part A Participant at the Excess Retirement Benefit Commencement Date;

(3)  Apply the factors for the form of payment that has been elected by the Part A Participant in accordance with the terms and provisions of this Plan as an actuarial equivalent of a single (straight) life annuity, if such elected form of payment is other than a single (straight) life annuity in accordance with the Plan and reasonable actuarial assumptions and methods, as determined by the Committee; and

(4)  Deduct the Retirement Plan Benefit calculated at the same time and form of payment as the Excess Retirement Benefit, irrespective of the time and form of payment of the Retirement Plan Benefit elected by the Participant for the Retirement Plan.

E.           The Committee shall be authorized to take such other actions and apply procedures that it determines, in its discretion, to calculate, determine and commence the payment of an Excess Retirement Benefit to a Part A Participant at the Excess Retirement Benefit Commencement Date.

F.           All Elections made under the Plan by and for a Part B Participant on or before December 31, 2008, shall be retroactively effective to conform to the terms and provisions of the Plan, as amended and restated effective December 18, 2008, to meet the requirements of Code section 409A and Treasury Regulations to the extent allowed under such regulations and published guidance of the Internal Revenue Service.

3.2   Payment of Excess Retirement Benefit .

A.   Subject to the requirements of Section 3.3 below (six-month required delay of payment for Specified Employee), a vested Excess Retirement Benefit shall be paid to a Part A Participant entitled thereto or his/her Beneficiary, commencing on his/her Normal Specified Distribution Date.

B.   A Part A Participant shall be allowed to make a Subsequent Election to change the time of distribution and payment of his/her Excess Retirement Benefit from his/her Normal Specified Distribution Date to a Subsequent Election Distribution Date resulting from such election, if:

(i)   he/she delivers a written notification of such Subsequent Election to the Committee, or its designee, in the form it prescribes, not less than twelve (12) months prior to his/her Normal Specified Distribution Date, and

(ii)   he/she makes a corresponding Subsequent Election with respect to any Supplemental Retirement Benefit he/she is entitled to under Part B of the Plan in such written notification.

C.    A Part A Participant shall be allowed to make a Subsequent Election as to any Subsequent Election Distribution Date established for the payment of his/her Excess Retirement Benefit if:

(i)   he/she delivers a written notification of such Subsequent Election to the Committee, or its designee, in the form it prescribes, not less than twelve (12) months prior to such Subsequent Election Distribution Date, and

(ii)   he/she makes a corresponding Subsequent Election with respect to any Supplemental Retirement Benefit he/she is entitled to under Part B of the Plan in such written notification.

D.   Notwithstanding anything otherwise provided in the Plan or in any Election or Subsequent Election of a Part A Participant, any Subsequent Election made by a Part A Participant under the Plan shall result in a Subsequent Election Distribution Date of his/her Excess Retirement Benefit being established for it, and the first distribution and payment with respect to which such Subsequent Election is made being deferred to a Subsequent Election Distribution Date that is not less than five (5) years from the date such distribution and payment would otherwise have been made.

E.   Except as otherwise expressly specified in the Plan, a distribution or payment shall be treated as made upon the date specified under the Plan if the payment is made at such date or a later date within the same taxable year of the Participant or, if later, by the 15th day of the third calendar month following the date specified under the Plan and the Participant is not permitted, directly or indirectly, to designate the taxable year of the payment. In addition, a distribution or payment shall be treated as made upon the date specified under the Plan and shall not be treated as an accelerated payment if the payment is made no earlier than thirty (30) days before the designated payment date and the Participant is not permitted, directly or indirectly, to designate the taxable year of the payment. For purposes of this paragraph, if the date specified is only a designated taxable year of the Participant, or a period of time during such a taxable year, the date specified under the Plan is treated as the first day of such taxable year or the first day of the period of time during such taxable year, as applicable. If calculation of the amount of the distribution or payment is not administratively practicable due to events beyond the

control of the Participant (or Participant's beneficiary), the distribution or payment will be treated as made upon the date specified under the Plan if the distribution or payment is made during the first taxable year of the Participant in which the calculation of the amount of the distribution or payment is administratively practicable. For purposes of this section, the inability of a Corporation to calculate the amount or timing of a distribution or payment due to a failure of a Participant (or Participant's beneficiary) to provide reasonably available information necessary to make such calculation does not constitute an event beyond the control of the Participant.

3.3   Specified Employee; Six (6) Month Required Delay in Payment .  If a Part A Participant is a Specified Employee, his/her vested Excess Retirement Benefit shall not commence being paid until after the end of the Specified Employee Required Deferral Period.

3.4   Vesting of Excess Retirement Benefit . A Part A Participant’s Excess Retirement Benefit shall unconditionally vest in such Participant and become nonforfeitable upon such Part

3.5   Form of Payment.    The vested Excess Retirement Benefit shall be paid to a Part A Participant in the form of a 50% qualified joint and survivor annuity, as defined in the Retirement Plan, if such Part A Participant is married on his/her Initial Participation Date as a Part A Participant.  The vested Excess Retirement Benefit shall be paid in the form of a single (straight) life annuity, as defined in the Retirement Plan, if such Part A Participant is unmarried on his/her Initial Participation Date as a Part A Participant.  A Part A Participant shall be allowed to change the form of payment of an Excess Retirement Benefit that is initially elected and designated, or any permissible form previously elected by the Part A Participant hereunder, to the extent provided in this Section 3.5.  Any such change in the form of payment pursuant to this Section 3.5 shall be allowed only if (i) it is made in writing by the Participant in an instrument prescribed by the Committee prior to the first payment and distribution of an Excess Retirement Benefit, (ii) the Committee determines that the previously elected form of payment and the changed form of payment are actuarially equivalent applying reasonable actuarial methods and assumptions, and (iii) the Part A Participant complies with such other requirements as the Committee may prescribe. A change in form of payment pursuant to the foregoing provisions shall not change, delay or accelerate the scheduled date for the first annuity payment of an Excess Retirement Benefit under the Plan. Each change in form of payment of an Excess Retirement Benefit pursuant to the foregoing provisions shall be deemed to make a similar change in the form of payment with respect to any Supplemental Retirement Benefit payable to the Participant under the Plan

3.6   Disability .  If a Part A Participant shall become Disabled prior to Retirement and such total disability continues for more than six (6) months, such Participant shall be entitled to receive an Excess Retirement Benefit.  The vested Excess Retirement Benefit of such Part A Participant shall be distributed on the first day of the month next following the time he/she becomes Disabled if he/she has attained age fifty (50) at the time he/she becomes Disabled. The vested Excess Retirement Benefit of such Part A Participant shall be distributed on the first day of the month next following such Part A Participant attaining the age of fifty (50) if he/she becomes Disabled prior to attaining that age. A Part A Participant shall be entitled to make a Subsequent Election with respect to the distribution of a vested Excess Retirement Benefit in accordance with and subject to the provisions of Section 3.2, above.

3.7   Death .  In event of the death of a Part A Participant prior to commencing payment of his/her Excess Retirement Benefit under this Plan, , an amount equal to fifty-five percent (55%) of his/her vested Excess Retirement Benefit of such Part A Participant shall be paid and distributed to the Beneficiary of such Part A Participant pursuant to Article IV of this Part A of the Plan, below, on the first day of the month next following the date of death of such Part A Participant.

3.8   Nonqualified Deferred Compensation Plan Requirements .  Notwithstanding anything to the contrary expressed or implied herein, the deferral of all Compensation under this Plan shall be subject to the requirements set forth in Article XI, Section 11.1 of Part C of the Plan.

1.1   Part B, Supplemental Retirement Benefits .  The provisions of Part B of the Plan shall establish and provide supplemental retirement benefits to employees who are (i) in a select group of management or highly compensated employees of the Company within the meaning of Sections 201(a)(2), 301(a)(3) and 401(a)(1) of ERISA, (ii) Officers of the Company, and (iii) selected to participate in and receive Supplemental Retirement Benefits pursuant to the terms and provisions of this Part B of the Plan.

1.2   Separate Benefits .  The Supplemental Retirement Benefits provided to participants under Part B of the Plan are separate and independent from Excess Retirement Benefits provided under Part A of the Plan.

1.3   Deferral of Compensation .  The Supplemental Retirement Benefits provided to Participants under Part B of the Plan shall be considered and treated as deferral of compensation to the extent and in the manner provided for in Section 409A of the Code and Treasury Regulations thereunder.

2.1   Eligibility for Selection .  In order to be eligible to be selected as a Part B Participant in the Plan, pursuant to Section 2.2 of this Article II, below, an Employee must be an Officer of the Company, who is in a select group of management or highly compensated employees of the Company, as determined by the Chief Executive Officer, or in the case of the Chief Executive Officer, by the Committee, in the Chief Executive Officer’s (or Committee’s, as applicable) sole and absolute discretion.  An eligible Employee/Officer may become a Part B Participant in the Plan only by being selected pursuant to Section 2.2 of this Article II, below.

2.2   Designation and Selection of Part B Participants in the Plan .

A.   In order to participate in Part B of the Plan an eligible Employee/Officer must be specifically designated and selected by the Chief Executive Officer, or in the case of the Chief Executive Officer, by the Committee, to be a Part B Participant in the Plan, with such designation and selection to be in the Chief Executive Officer’s (or Committee’s, as applicable) sole and absolute discretion.

B.   The designation and selection of an eligible Employee/Officer to be a Part B Participant in the Plan by the Chief Executive Officer/Committee shall be confirmed in writing by a written instrument and/or memorandum which shall specify the date that compensation is first deferred under this Plan for such Part B Participant and the date of his/her designation and selection, in such form as is prescribed by the Committee that shall be in substantially the same form as Appendix I to this Plan and that shall be made a part of the records of the Plan and the Company.

C.   Not every eligible Employee/Officer is required to be, or necessarily will be designated and selected to be a Part B Participant in the Plan.

D.   An eligible Employee/Officer who is not designated and selected to be a Part B Participant in the Plan, pursuant to this Section 2.2, shall not be entitled to any benefit or payment under Part B of the Plan.

E.   No Employee/Officer, and who is a participant in the Prior Frozen SERP or entitled to receive any benefit or payment under the Prior Frozen SERP shall be designated and selected to be a Part B Participant in the Plan; and it may be made a condition to the designation and selection of an eligible Employee/Officer to be a Part B Participant that he/she shall have elected in writing to completely terminate his/her participation in the Prior Frozen SERP and waive all his/her entitlement to any benefit or payment under the Prior Frozen SERP.

F.   Notwithstanding anything otherwise provided herein, any eligible Employee/Officer who becomes a Part B Participant shall be deemed to consent to and agree that his/her participation in Part B of the Plan shall supersede and cancel any entitlement he/she had to any benefit or payment under the Prior Frozen SERP.

2.3   Scope of Part B Participation .  An Employee/Officer designated and selected to be a Part B Participant in the Plan shall as a Part B Participant be entitled solely to the rights and benefits provided under Part B of the Plan, and such designation and selection shall not entitle such Employee/Officer to participate in Part A of the Plan or receive any benefit thereunder; provided, that an Employee/Officer may be designated and selected to be a Part B Participant and designated and selected under Part A of the Plan to be a Part A Participant under the Plan.

         2.4   Election to Defer Compensation

A.   Except as otherwise provided in Section 2.4.B. of this Article, the Company, pursuant to the Plan, elects, determines and provides for the time and form of payment of a Supplemental Retirement Benefit to any eligible Employee who is designated and selected to be a Part B Participant.  The time and form of payment of a Supplemental Retirement Benefit is stated and provided in Article III of this Part B of the Plan.

B.   A Part B Participant shall make a written Election that shall include a Specified Time which shall be the Normal Specified Time of Distribution when his/her Supplemental Retirement Benefit is to be paid and distributed under the Plan. The Specified Time that may be stated in the Election, shall be:

(1) The later of (a) a Specified Date, or (b) the date such Part B Participant (i) attains age fifty (50), (ii) completes five (5) years of service with the Company, and (iii) has a Separation from Service with the Company; or

(2) the date such Part B Participant (i) attains age fifty (50), (ii) completes five (5) years of service with the Company, and (iii) has a Separation from Service with the Company.

The Normal Specified Time of Distribution of a Part B Participant shall in no event be before he/she (i) attains age fifty (50), (ii) completes five (5) years of service with the Company, and (iii) has a Separation from Service with the Company.

C.   The designation and Election of the time and form of payment of the Supplemental Retirement Benefit of an eligible Employee when he/she is first designated and selected to be a Part B Participant in the Plan shall be made and confirmed in writing on or before the date that is thirty (30) days after the date of such designation and selection in an instrument prescribed by the Committee, that shall be in substantially the same form as Appendix I and that shall be made a part of the records of the Plan and the Company.

D.   The designation of the time and form of payment of a Supplemental Retirement Benefit of a Part B Participant shall apply with respect to all compensation deferred under the Plan for the selected Part B Participant after the date of his/her designation and selection.  The designation of the time and form of payment of a Supplemental Retirement Benefit of a Part B Participant shall be effective on and after the date that it is made by the Part B Participant and the Company as to compensation deferred under the Plan for all taxable years of the Part B Participant thereafter.

E.   The Plan does not provide an eligible Employee or Part B Participant the opportunity to make an initial election of the form of payment of the Supplemental Retirement Benefit to him/her under the Plan.  A Part B Participant shall be allowed to change the form of an annuity benefit to the extent provided in Section 3.5 of Article III of this Part B of the Plan.  A Part B Participant shall be allowed to make a Subsequent Election as to time of payment of an Excess Retirement Benefit as provided in Section 3.2 of Article III of this Part B of the Plan.

F.   All Elections made under the Plan by and for a Part B Participant on or before December 31, 2008, shall be retroactively effective to conform to the terms and provisions of the Plan, as amended and restated effective December 18, 2008, to meet the requirements of Code section 409A and Treasury Regulations to the extent allowed under such regulations and published guidance of the Internal Revenue Service.

3.1   Supplemental Retirement Benefit .

A.     The Company shall pay  a monthly Supplemental Retirement Benefit to each Part B Participant which shall be an amount calculated as follows:

(1) Calculate a single (straight) life annuity payable at age sixty-five (65) equal to the product of the Part B Participant’s Final Average Earnings, multiplied by the Part B Participant’s Benefit Factor Percentage at his/her Retirement under the Table in Section 3.1.D. of this Article III, below, and then multiplied by the Part B Participant’s Service Factor Percentage at his/her Retirement under the Table in Section 3.1.E. of this Article III, below;

(2) Apply early commencement of payment provisions based upon the age of the Part B Participant when Supplemental Retirement Benefit payments to the Part B Participant commence pursuant to Section 3.1.F. of this Article III, below;

(3) Apply the factors for the form of payment that has been elected by the Part B Participant in accordance with the terms and provisions of this Plan as an actuarial equivalent of a single (straight) life annuity, if such elected form of payment is other than a single (straight) life annuity, in accordance with the Plan and reasonable actuarial assumptions and methods, as determined by the Committee; and

(4) Deduct the Retirement Plan Benefit pursuant to Section 3.1.G. of this Article III, below, and the Excess Retirement Benefit pursuant to Section 3.1.H. of this Article III, below, calculated at the same time and the form of the Supplemental Retirement Benefit elected under this Plan, irrespective of the time and form of payment of the Retirement Plan Benefit elected by the Participant for the Retirement Plan.

B.   The Supplemental Retirement Benefit shall be calculated for the time of the commencement of payment of it to the Part B Participant (hereinafter referred to as the "Supplemental Retirement Benefit Commencement Date") pursuant to the terms and provisions of this Plan governing the time and form of payment thereof, irrespective of whether or not a corresponding Retirement Plan Benefit is then being paid or is to commence payment to such Part B Participant at that time, and irrespective of the time and form of payment of the Retirement Plan Benefit that has been elected, is being paid or may be paid to the Part B Participant.

C.   The Committee shall be authorized to take such other actions and apply procedures that it determines, in its discretion, to calculate, determine and commence the payment of a Supplemental Retirement Benefit to a Part B Participant at the Supplemental Retirement Benefit Commencement Date.

D.   Benefit Factor Percentage .  A Part B Participant’s Benefit Factor Percentage shall be based upon his/her age at his/her Retirement, as follows:

G.   Retirement Plan Benefit Offset .  The Supplemental Retirement Benefit of a Part B Participant shall be offset and reduced by an amount equal to the Retirement Plan Benefit payable to such Part B Participant to be calculated in the same form of payment and as if it is to be paid at the time payment of the Supplemental Retirement Benefit is calculated and made under this Plan.

H.   Excess Retirement Benefit Offset .  If a Part B Participant is also a Part A Participant under the Plan and entitled to receive an Excess Retirement Benefit under Part A of the Plan, the Supplemental Retirement Benefit of such Part B Participant shall be offset and reduced by an amount equal to such Excess Retirement Benefit payable to such Part B Participant pursuant to Part A of the Plan.

3.2   Payment of Supplemental Retirement Benefit .

A.   Subject to the requirements of Section 3.3 below (six-month required delay of payment for a Specified Employee), a vested Supplemental Retirement Benefit shall be paid to a Part B Participant entitled thereto or his/her Beneficiary, commencing on his/her Normal Specified Distribution Date.

B.   A Part B Participant shall be allowed to make a Subsequent Election to change the time of distribution and payment of his/her Supplemental Retirement Benefit from his/her Normal Specified Distribution Date to a Subsequent Election Distribution Date resulting from such election, if:

(i)   he/she delivers a written notification of such Subsequent Election to the Committee, or its designee, in the form it prescribes, not less than twelve (12) months prior to his/her Normal Specified Distribution Date, and

(ii)   he/she makes a corresponding Subsequent Election with respect to any Excess Retirement Benefit he/she is entitled to under Part A of the Plan in such written notification.

C.    A Part B Participant shall be allowed to make a Subsequent Election as to any Subsequent Election Distribution Date established for payment of his/her Supplemental Retirement Benefit if:

(i)   he/she delivers a written notification of such Subsequent Election to the Committee, or its designee, in the form it prescribes, not less than twelve (12) months prior to such Subsequent Election Distribution Date, and

(ii)   he/she makes a corresponding Subsequent Election with respect to any Excess Retirement Benefit he/she is entitled to under Part A of the Plan in such written notification.

D.   Notwithstanding anything to the contrary otherwise provided in the Plan or in any Election or Subsequent Election of a P