AMERISTAR CASINOS, INC. DEFERRED COMPENSATION PLAN

Exhibit 10.2

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

AMERISTAR CASINOS, INC.

DEFERRED COMPENSATION PLAN

Amended and Restated Effective January 1, 2008

Purpose

     The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated Employees who contribute materially to the continued growth, development and future business success of Ameristar Casinos, Inc., a Nevada corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan is intended to comply with all applicable law including, in respect of amounts not earned and vested prior to January 1, 2005, Code Section 409A and related Treasury guidance and regulations.

ARTICLE 1
Definitions

     For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1		“Account Balance” shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Deferral Account balance, (ii) the vested portion of the Company Contribution Account balance, (iii) the vested portion of the Company Matching Account balance and (iv) the Rollover Contribution Account, minus (v) the Rollover Transfers. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. The Company may, as necessary, divide accounts into subaccounts corresponding to interests vested and earned prior to January 1, 2005 (“Grandfathered Amounts”) and interests vested or earned after December 3l, 2004 (“409A Subject Amounts”).
1.2		“Annual Bonus” shall mean any compensation, in addition to Base Annual Salary relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, payable to a

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		Participant as an Employee under any Employer’s annual bonus and cash incentive plans, excluding stock options and other equity-based compensation.
1.3		“Annual Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.
1.4		“Annual Company Matching Amount” for any one Plan Year shall be the amount determined in accordance with Section 3.6.
1.5		“Annual Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary and Annual Bonus that a Participant elects to have, and is, deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant’s Retirement, Disability (if deferrals cease in accordance with Section 8.1), death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.
1.6		“Annual Salary Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary that a Participant elects to have, and is, deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant’s Retirement, Disability (if deferrals cease in accordance with Section 8.1), death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Salary Deferral Amount shall be the actual amount withheld prior to such event.
1.7		“Annual Bonus Deferral Amount” shall mean that portion of a Participant’s Annual Bonus that a Participant elects to have, and is, deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant’s Retirement, Disability (if deferrals cease in accordance with Section 8.1), death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Bonus Deferral Amount shall be the actual amount withheld prior to such event.
1.8		“Annual Installment Method” shall mean annual installments over the number of years selected by the Participant or Committee in accordance with this Plan, calculated as follows: The Account Balance of the Participant shall be calculated as of the close of business on the last business day of the year. The annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of annual installments due the Participant. By way of example, if the Participant elects a 10 year Annual Installment Method, the first annual installment shall be 1/10 of the Account Balance, calculated as described in this definition. The following year, the annual installment shall be 1/9 of the Account Balance, calculated as described in this definition. Each annual installment shall be distributed to the Participant in four equal payments, one payment to be made each calendar quarter of the Plan Year, on or as soon as practicable after the first business day of each calendar quarter of the Plan Year. By way of example, if the annual installment

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Master Plan Document

		for Plan Year 2002 totals $1,000, $250 shall be paid to the Participant on or as soon as practicable after January 1, April 1, July 1 and October 1.
1.9		“Base Annual Salary” shall mean the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options and other equity-based compensation, relocation expenses, incentive payments, non-monetary awards, directors’ fees and other fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Section 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.
1.10		“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant.
1.11		“Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.
1.12		“Board” shall mean the board of directors of the Company.
1.13		A “Change in Control” shall mean the occurrence of any of the following events:

	(a)		individuals who, as of the date of this Plan, constitute the entire Board (“Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the then Incumbent Directors (other than an election or nomination of an individual whose assumption of office is the result of an actual or threatened election contest relating to the election of directors of the Company), also shall be an Incumbent Director; or
	(b)		any merger, consolidation, or recapitalization of the Company (or, if the capital stock of the Company is affected, any subsidiary of the Company) or any sale, lease, or other transfer (in one transaction or a series of transactions contemplated

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			or arranged by any party as a single plan) of all or substantially all of the assets of the Company (each of the foregoing being an “Acquisition Transaction”) where (1) the stockholders of the Company immediately prior to such Acquisition Transaction do not immediately after such Acquisition Transaction beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of (i) the then outstanding common stock of the corporation surviving or resulting from such merger, consolidation or recapitalization or acquiring such assets of the Company, as the case may be (the “Surviving Corporation”) (or of its ultimate parent corporation, if any) and (ii) the Combined Voting Power (as defined below) of the then outstanding Voting Securities (as defined below) of the Surviving Corporation (or of its ultimate parent corporation, if any) or (2) the Incumbent Directors at the time of the initial approval of such Acquisition Transaction do not immediately after such Acquisition Transaction constitute a majority of the board of directors of the Surviving Corporation (or of its ultimate parent corporation, if any); or
	(c)		the liquidation or dissolution of the Company; or
	(d)		any Person (as defined below) other than a Permitted Holder (as defined below) shall become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of securities of the Company representing in the aggregate fifty percent (50%) or more of either (i) the then outstanding shares of the Company Common Stock or (ii) the Combined Voting Power of all then outstanding Voting Securities of the Company; provided , however , that notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred for purposes of this clause (d) solely as the result of:

	(A)		an acquisition of securities by the Company which, by reducing the number of shares of the Company’s Common Stock or other Voting Securities outstanding, increases (i) the proportionate number of shares of the Company’s Common Stock beneficially owned by any Person to fifty percent (50%) or more of the shares of the Company’s Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities beneficially owned by any Person to fifty percent (50%) or more of the Combined Voting Power of all then outstanding Voting Securities; or
	(B)		an acquisition of securities directly from the Company except that this paragraph (B) shall not apply to:

(1)

any conversion of a security that was not acquired directly from the Company; or

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(2)

any acquisition of securities if the Incumbent Directors at the time of the initial approval of such acquisition would not immediately after (or otherwise as a result of) such acquisition constitute a majority of the Board of Directors of the Company.

(e)

For purposes of this Section 1.13:

	(i)		“Person” shall mean any individual, entity (including, without limitation, any corporation (including, without limitation, any charitable corporation or private foundation), partnership, limited liability company, trust (including, without limitation, any private, charitable or split-interest trust), joint venture, association or governmental body) or group (as defined in Section 13(d)(3) or 14(d)(2) of the Exchange Act and the rules and regulations thereunder); provided, however, that “Person” shall not include the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its majority-owned subsidiaries or any entity organized, appointed or established by the Company or such subsidiary for or pursuant to the terms of any such plan;
	(ii)		“Voting Securities” shall mean all securities of a corporation having the right under ordinary circumstances to vote in an election of the Board of Directors of such corporation;
	(iii)		“Combined Voting Power” shall mean the aggregate votes entitled to be cast generally in the election of directors of a corporation by holders of then outstanding Voting Securities of such corporation; and
	(iv)		“Permitted Holder” shall mean (A) the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company, (B) to the extent they hold securities in any capacity whatsoever, the Estate of Craig H. Neilsen, deceased, and the heirs, ancestors, lineal descendants, stepchildren, legatees and legal representatives of Craig H. Neilsen or his Estate, and the trustees from time to time of any bona fide trusts of which Craig H. Neilsen or one or more of the foregoing are the sole beneficiaries or grantors thereof, including but not limited to The Craig H. Neilsen Foundation, Ray H. Neilsen and his estate, spouse, heirs, ancestors, lineal descendants, stepchildren, legatees and legal representatives, and the trustees from time to time of any bona fide trusts of which one or more of the foregoing are the sole beneficiaries or grantors thereof and (C) any Person controlled, directly or indirectly, by one or more of the foregoing Persons referred to in the immediately preceding clause (B), whether through the ownership of voting securities, by contract, in a fiduciary capacity, through

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possession of a majority of the voting rights (as directors and/or members) of a not-for-profit entity, or otherwise.

1.14		“Claimant” shall have the meaning set forth in Section 14.1.
1.15		“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
1.16		“Committee” shall mean the committee described in Article 12.
1.17		“Company” shall mean Ameristar Casinos, Inc., a Nevada corporation, and any successor to all or substantially all of the Company’s assets or business.
1.18		“Company Contribution Account” shall mean (i) the sum of the Participant’s Annual Company Contribution Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Company Contribution Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.
1.19		“Company Matching Account” shall mean (i) the sum of all of a Participant’s Annual Company Matching Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Company Matching Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Matching Account.
1.20		“Deduction Limitation” shall mean the following described limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise provided, this limitation shall be applied to all distributions that are “subject to the Deduction Limitation” under this Plan. If an Employer determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Employer would not be deductible by the Employer solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control is deductible, the Employer, at the direction of the Committee, may defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be credited/debited with additional amounts in accordance with Section 3.10 below, even if such amount is being paid out in installments. The amounts so deferred and amounts credited thereon shall be distributed to the Participant or his or her Beneficiary (in the event of the Participant’s death) at the earliest possible date, as determined by the Employer in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Employer during which the

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

		distribution is made will not be limited by Section 162(m), or if earlier, the effective date of a Change in Control. Notwithstanding anything to the contrary in this Plan, the Deduction Limitation shall not apply to any distributions made after a Change in Control.
1.21		“Deferral Account” shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.
1.22		“Disability” or “Disabled” shall mean shall mean that a Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by the Social Security Administration. A Participant shall also be deemed Disabled if determined to be disabled in accordance with the applicable disability insurance program of such Participant’s Employer, provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this Section.
1.23		“Disability Benefit” shall mean the benefit set forth in Article 8.
1.24		“Election Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.
1.25		“Employee” shall mean a person who is an employee of any Employer.
1.26		“Employer(s)” shall mean

	(a)		the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.
	(b)		for purposes of determining whether a Participant has experienced a Termination of Employment, “Employer” shall mean:

(i)

The entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred or contributed under this Plan arises; and

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(ii)

All other entities with which the entity described above would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable. In order to identify the group of entities described in the preceding sentence, the Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (A) Code Section 1563 for determining a controlled group of corporations under Code Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c).

1.27		“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
1.28		Reserved.
1.29		“Participant” shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.
1.30		“Plan” shall mean the Company’s Deferred Compensation Plan adopted originally effective April 1, 2001, amended and restated effective January 1, 2008, and as hereafter amended from time to time.
1.31		“Plan Agreement” shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to which such Participant is entitled under the Plan attributable to that Employer. Should there be more than one Plan Agreement in respect of a particular Employer, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan (to the extent consistent with Code Section 409A) or limit the benefits otherwise provided under

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		the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.
1.32		“Plan Year” shall mean a period beginning on January 1 of each calendar year and ending December 31.
1.33		“Pre-Retirement Survivor Benefit” shall mean the benefit set forth in Article 6.
1.34		“Retirement”, “Retire(s)” or “Retired” shall mean, with respect to an Employee

     (a) with respect to Grandfathered Amounts, severance from employment from all Employers for any reason other than a leave of absence, death or Disability on or after the earlier of the attainment of (a) age sixty-five (65) or (b) age fifty-five (55) with five (5) Years of Service, and

     (b) with respect to 409A Subject Amounts, severance from employment from all Employees for any reason other than a leave of absence, death of Disability on or after the attainment of age fifty-five (55) with five (5)Years of Service.

1.35		“Retirement Benefit” shall mean the benefit set forth in Article 5.
1.36		“Rollover Contribution(s)” shall have the meaning set forth in Section 3.7.
1.37		“Rollover Contribution Account” shall mean the sum of (a) a Participant’s Rollover Contribution, plus (b) amounts credited in accordance with all of the applicable crediting provisions of the Plan that relate to the Participant’s Rollover Contribution Account, less all distribution made from such account pursuant to this Plan. This account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the Participant pursuant to the Plan.
1.38		“Rollover Transfer(s)” shall have the meaning set forth in Section 3.7.
1.39		“Short-Term Payout” shall mean the payout set forth in Section 4.1.
1.40		“Termination Benefit” shall mean the benefit set forth in Article 7.
1.41		“Termination of Employment” shall mean the severing of employment with all Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an authorized leave of absence.
1.42		“Trust” shall mean one or more trusts established pursuant to that certain Master Trust Agreement, dated as of April 1, 2001, between the Company and the Trustee named therein, as amended from time to time, or any successor trust.

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1.43		“Unforeseeable Financial Emergency” shall mean a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant’s property due to casualty, or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined by the Committee based on the relevant facts and circumstances.
1.44		“Years of Plan Participation” shall mean the total number of full Plan Years a Participant has been a Participant in the Plan prior to his or her Termination of Employment (determined without regard to whether deferral elections have been made by the Participant for any Plan Year). Any partial year shall not be counted. Also, years in which a Participant is eligible to participate by reason of a withdrawal under Section 4.4 hereof shall not be counted. Notwithstanding the previous sentence, a Participant’s first Plan Year of participation shall be treated as a full Plan Year for purposes of this definition, even if it is only a partial Plan Year of participation.
1.45		“Years of Service” shall mean the total number of full years in which a Participant has been employed by one or more Employers. For purposes of this definition, a year shall mean a consecutive 365-day period (or 366 days in the case of a leap year).

ARTICLE 2

Selection, Enrollment Eligibility

2.1		Selection by Committee . Participation in the Plan shall be limited to a select group of management and highly compensated Employees of the Employers, as determined by the Compensation Committee of the Board in its sole discretion. From that group, the Compensation Committee shall select, in its sole discretion, Employees to participate in the Plan. Selection of Employees eligible to participate in the Plan may be made by the Compensation Committee on an individual basis or in accordance with uniform criteria established by the Compensation Committee.
2.2		Enrollment Requirements . As a condition to participation, each selected Employee shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, all within 30 days after he or she first becomes eligible to participate in the Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.
2.3		Eligibility; Commencement of Participation . Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period, that Employee shall commence participation in the Plan

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		on the first day of the month following the month in which the Employee completes all enrollment requirements. If an Employee fails to meet all such requirements within the period required, in accordance with Section 2.2, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents.
2.4		Termination of Participation and/or Deferrals . If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(l) of ERISA, the Committee shall have the right, in its sole discretion, to prevent the Participant from making future deferrals.

ARTICLE 3
Deferral Commitments/Company Matching/Crediting/Taxes

3.1

Minimum Deferrals .

	(a)		Base Annual Salary and Annual Bonus . For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary and/or Annual Bonus such that the aggregate amount of Base Annual Salary and Annual Bonus deferred is not less than $2,000. If an election is made for less than $2,000, or if no election is made, the amount deferred shall be zero.
	(b)		Short Plan Year . Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the minimum Base Annual Salary deferral shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

3.2

Maximum Deferral .

For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary and/or Annual Bonus up to the following maximum percentages for each deferral elected:

Deferral		Maximum Amount
Base Annual Salary			90	%
Annual Bonus			100	%

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Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount, with respect to both Base Annual Salary and Annual Bonus, shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance.

3.3

Election to Defer; Effect of Election Form .

	(a)		First Plan Year . In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.
	(b)		Subsequent Plan Years . For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering to the Committee, in accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made, a new Election Form. If no such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount shall be zero for that Plan Year.

3.4		Withholding of Annual Deferral Amounts . For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Annual Salary. The Annual Bonus portion of the Annual Deferral Amount shall be withheld at the time the Annual Bonus is or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.
3.5		Annual Company Contribution Amount . For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Company Contribution Account under this Plan, which amount shall be for that Participant the Annual Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive an Annual Company Contribution Amount for that Plan Year. The Annual Company Contribution Amount, if any, shall be credited as of the date selected by the Committee, in its sole and absolute discretion. If a Participant is not employed by an Employer as of the last day of a Plan Year other than

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		by reason of his or her Retirement or death while employed, the Annual Company Contribution Amount for that Plan Year shall be zero.
3.6		Annual Company Matching Amount . A Participant’s Annual Company Matching Amount for any Plan Year shall be equal to the sum of (i) 100% of the Participant’s Annual Salary Deferral Amount for such Plan Year, up to an amount that does not exceed 5% of the Participant’s Base Annual Salary taken into account hereunder for such Plan Year and (ii) 100% of the Participant’s Annual Bonus Deferral Amount for such Plan Year, up to an amount that does not exceed 5% of the Participant’s Annual Bonus. The Annual Company Matching Amount, if any, shall be credited as of the date selected by the Committee, in its sole and absolute discretion. In the event of Retirement or death, a Participant shall be credited with the Annual Company Matching Amount for the Plan Year in which he or she Retires or dies.
3.7		Rollover Contributions and Rollover Transfers . If a Participant participates in any other plan or arrangement maintained by an Employer (other than a plan qualified under Section 401 of the Code) that provides for the deferral of income or compensation (an “Other Deferral Plan”), and the Participant has an account balance under such Other Deferral Plan that the Participant is not presently entitled to receive (other than through distributions or withdrawals on account of hardship or which entail a reduction in such account balance or the payment of some other penalty), the Committee, in its sole and absolute discretion, may permit all but not less than all of such Participant’s account balance in such Other Deferral Plan to be contributed to this Plan as a Rollover Contribution. The amount of any such Rollover Contribution shall be deducted from the Participant’s account balance in such Other Deferral Plan, shall be credited to the Participant’s Rollover Contribution Account under this Plan, and shall thereafter be governed by the terms and provisions of this Plan rather than by the terms and provisions of such Other Deferral Plan. Conversely, if a Participant has not become entitled to receive benefits under this Plan (other than pursuant to Section 4.1 or 4.3 of this Plan) and the Participant also participates in an Other Deferral Plan, the Committee may, in its sole and absolute discretion, permit all but not less than all of the Participant’s Account Balance to be transferred to such Other Deferral Plan in a Rollover Transfer. The amount of any Rollover Transfer shall be credited to the participant’s account in such Other Deferral Plan, and shall thereafter be governed by the terms and provision of such Other Deferral Plan rather than by the terms and provisions of this Plan.
3.8		Investment of Trust Assets . The trustee of the Trust shall be authorized, upon written instructions received from the Committee or investment manager appointed by the Committee, to invest and reinvest the assets of the Trust in accordance with the applicable Trust Agreement.

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Deferred Compensation Plan
Master Plan Document

3.9

Vesting .

	(a)		A Participant shall at all times be 100% vested in his or her Deferral Account and Rollover Contribution Account.
	(b)		A Participant shall be vested in his or her Company Contribution Account and Company Matching Account as follows: (i) with respect to all benefits under this Plan other than the Termination Benefit, a Participant’s vested Company Contribution Account and vested Company Matching Account shall equal 100% of such Participant’s Company Contribution Account and Company Matching Account; and (ii) with respect to the Termination Benefit, a Participant’s Company Contribution Account and Company Matching Account shall vest on the basis of the Participant’s Years of Plan Participation at the time the Participant experiences a Termination of Employment, in accordance with the following schedule:

Years of Plan Participation		Vested Percentage of
at Date of Termination of		Company Contribution Account
Employment		and Company Matching Account
Less than 1 year			0	%
1 year or more, but less than 2			20	%
2 years or more, but less than 3			40	%
3 years or more, but less than 4			60	%
4 years or more, but less than 5			80	%
5 years or more			100	%

			Upon a Termination of Employment, any unvested amounts in a Participant’s Company Contribution Account and Company Marketing Account shall be forfeited.
	(c)		Notwithstanding anything to the contrary contained