AMENDED AND RESTATED AMB NONQUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.2

AMENDED AND RESTATED
AMB NONQUALIFIED DEFERRED COMPENSATION PLAN

Effective September 1, 2002

TABLE OF CONTENTS

AMENDED AND RESTATED

AMB NONQUALIFIED DEFERRED COMPENSATION PLAN

Effective September 1, 2002

Purpose

     AMB Property Corporation, a Maryland corporation (the “Company”), established, effective September 1, 1999, the AMB Nonqualified Deferred Compensation Plan, as amended and restated September 1, 2002 (the “Plan”) for the benefit of a select group of management and highly compensated Employees and Directors who contribute materially to the continued growth, development and future business success of AMB Property, L.P., a Delaware limited partnership (the “Partnership”), and the Company 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 Company and the Partnership hereby amend and restate the Plan effective October 2, 2006, as set forth herein. This restatement shall not diminish any Plan benefits currently accounted for under the Plan as amended and restated effective September 1, 2002, and to the extent necessary to provide benefits to a Participant or Beneficiary under the Plan, this restatement shall not be imposed.

     So that certain amounts deferred hereunder remain grandfathered under and exempt from Section 409A of the Code (as defined below) and for other reasons stated therein, the Company and the Partnership have adopted that certain AMB 2005 Nonqualified Deferred Compensation Plan effective as of January 1, 2005 (the “2005 Plan”). All amounts deferred under the Plan that were earned and vested as of December 31, 2004, including any earnings and losses credited thereto, shall continue to be subject to the terms of this Plan. All amounts deferred under the Plan that were not yet earned and vested as of December 31, 2004, including earnings and losses credited thereto, shall not be subject to the terms of this Plan but instead, effective January 1, 2005, such amounts shall be subject to the terms of the 2005 Plan.

     This Plan shall consist of two plans, one for the benefit of a select group of management and highly compensated employees of the Employers as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and one for the benefit of Non-Employee members of the boards of directors of any Employer. To the extent required by law, the terms of this Plan applicable to Directors shall also constitute a separate written plan document with its terms set forth in the applicable portions of this Plan.

ARTICLE 1.
DEFINITIONS

     As used within this document, the following words and phrases have the meanings described in this Article 1 unless a different meaning is required by the context. Some of the words and phrases used in the Plan are not defined in this Article 1, but for convenience, are defined as they are introduced into the text. Words in the masculine gender shall be deemed to include the feminine gender. Any headings used are included for ease of reference only and are not to be construed so as to alter any of the terms of the Plan.

     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 Company Contribution Account balance, (iii) the vested Company Matching Account balance, (iv) the Stock Option Account balance and (v) the Restricted Stock Account balance. 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.

     1.2 “ Accounts ” of a Participant shall mean, as the context indicates, either or all of his or her Deferral Account, Company Contribution Account, Company Matching Account, Stock Option Account and Restricted Stock Account.

     1.3 “ Administrator ” shall mean the Committee appointed pursuant to Article 9 to administer the Plan, or such other person or persons to whom the Committee has delegated its duties pursuant to Article 9.

     1.4 “ 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 Participant as an Employee under any Employer’s annual bonus and cash incentive plans, excluding stock options and restricted stock.

     1.5 “ Annual Company Contribution Amount ” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.4(b).

     1.6 “ Annual Company Matching Amount ” for any one Plan Year shall be the amount determined in accordance with Section 3.4(c).

     1.7 “ Annual Deferral Amount ” shall mean that portion of a Participant’s Base Annual Salary, Annual Bonus and Directors Fees 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, 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.

     1.8 “ Annual Installment Method ” shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: The Account Balance of the Participant (or the Fixed Date Payout Account Balance, in the event of a Fixed Date Payout) shall be calculated as of the close of business three business days prior to the last business day of the fourth quarter. 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 yearly payments due the Participant. By way of example, if the Participant elects a ten year Annual Installment Method, the first payment shall be 1/10 of the Account Balance (or the Fixed Date Payout Account Balance, in the event of a Fixed Date Payout), calculated as described in this definition. The following year, the payment shall be 1/9 of the Account Balance (or the Fixed Date Payout Account Balance, in the event of a Fixed Date Payout), calculated as described in this definition. Each annual installment shall be paid on or as soon as practicable after the last business day of the fourth quarter.

     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, 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 Sections 125, 132(f), 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 5, 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 Administrator that a Participant completes, signs and returns to the Administrator 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 be deemed to occur if

     (a) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, or the Company disposes of more than fifty percent (50%) of its interest in AMB Property, L.P.;

     (b) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities;

     (c) during any period of two (2) consecutive years (not including any period prior to the date of this Plan), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (a), (b) or (d)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or

     (d) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation (or other entity), other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) where more than fifty percent (50%) of the directors of the Company or the surviving entity after such merger or consolidation were directors of the Company immediately before such merger or consolidation.

     1.14 “ Change of Control Benefit ” shall mean the benefit set forth in Section 4.5.

     1.15 “ Claimant ” shall have the meaning set forth in Section 10.1.

     1.16 “ Code ” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

     1.17 “ Committee ” shall mean the Compensation Committee of the Board or another committee or subcommittee of the Board appointed to administer the Plan pursuant to Article 9.

     1.18 “ Company ” shall mean AMB Property Corporation, a Maryland corporation, and any successor to all or substantially all of the Company’s assets or business.

     1.19 “ Company Contribution Account ” shall mean (i) the sum of all of a 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.

     1.20 “ 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.

     1.21 “ 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 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 3.11 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 distribution is made will not be limited by Section 162(m), or if earlier, the date that is thirteen (13) months following 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.

     1.22 “ 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.

     1.23 “ Director ” shall mean any member of the board of directors of any Employer.

     1.24 “ Directors Fees ” shall mean the annual fees paid by any Employer, including retainer fees and meetings fees, as compensation for serving on the board of directors.

     1.25 “ Disability ” shall mean a physical or mental incapacity as a result of which a Participant becomes unable to continue the proper performance of his or her duties as an employee of his or her Employer for six consecutive calendar months or for shorter periods aggregating one hundred eighty (180) business days in any twelve (12) month period, but only to the extent that such definition does not violate the Americans with Disabilities Act. The existence of a Disability shall be determined by the Administrator on the advice of a physician chosen by the Administrator.

     1.26 “ Disability Benefit ” shall mean the benefit set forth in Section 4.6.

     1.27 “ Election Form ” shall mean the form established from time to time by the Administrator that a Participant completes, signs and returns to the Administrator to make an election under the Plan.

     1.28 “ Eligible Stock Option ” shall mean one or more non-qualified stock option(s) selected by the Administrator in its sole discretion and exercisable under an Equity Plan.

     1.29 “ Employee ” shall mean a person who is an employee of any Employer.

     1.30 “ Employer(s) ” shall initially mean AMB Property, L.P., but shall also include 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.

     1.31 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

     1.32 “ Equity Plan ” shall mean any stock option or other incentive compensation plan which is maintained by the Company or AMB Property, L. P. and which provides for grants of stock options and/or restricted stock.

     1.33 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

     1.34 “ Exercise Date ” shall mean, with respect to an Eligible Stock Option, the date on which the Participant exercises such Eligible Stock Option.

     1.35 “ Fair Market Value ” of a share of Stock as of a given date shall be (a) the closing price of a share of Stock on the principal exchange on which shares of Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on such date, or if shares were not traded on such date, then on the next preceding date on which a trade occurred, or (b) if Stock is not traded on an exchange but is quoted on NASDAQ or a successor quotation system, the mean between the closing representative bid and asked prices for the Stock on such date as reported by NASDAQ or such successor quotation system; or (c) if Stock is not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the Fair Market Value of a share of Stock as established by the Administrator acting in good faith. In determining the Fair Market Value of the Stock, the Administrator may rely on the closing price as reported in the New York Stock Exchange composite transactions published in the Western Edition of the Wall Street Journal.

     1.36 “ First Plan Year ” shall mean the period beginning September 1, 2002 and ending December 31, 2002.

     1.37 “ Fixed Date Payout ” shall mean the payout set forth in Section 4.1.

     1.38 “ Fixed Date Payout Account Balance ” shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the amount deferred by the Participant pursuant to an Election Form and with respect to which a Fixed Date Payout was elected, plus (ii) amounts credited or debited in the manner provided in Section 3.6 on such amount. The Fixed Date Payout 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.

     1.39 “ 401(k) Plan ” shall mean that certain AMB Property, L.P. Savings and Retirement Plan, effective October 1, 1983, adopted by the Company.

     1.40 “ Measurement Fund ” shall mean the investment fund or funds selected by the Administrator from time to time.

     1.41 “ Non-Employee Director ” shall mean a Director who is not an Employee of the Company.

     1.42 “ Officer ” shall mean a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

     1.43 “ Participant ” shall mean any Employee or Director (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs an Election Form and a Beneficiary Designation Form, (iv) whose signed Election Form and Beneficiary Designation Form are accepted by the Administrator, and (v) who commences participation in the Plan. 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.

     1.44 “ Partnership ” shall mean AMB Property, L.P., a Delaware limited partnership, and any successor to all or substantially all of the Partnership’s assets or business.

     1.45 “ Plan ” shall mean the Amended and Restated AMB Nonqualified Deferred Compensation Plan, which shall be evidenced by this instrument, as amended from time to time.

     1.46 “ Plan Year ” shall, except for the First Plan Year, mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

     1.47 “ Pre-Retirement Survivor Benefit ” shall mean the benefit set forth in Section 4.3.

     1.48 “ Quarterly Installment Method ” shall be a quarterly installment payment over the number of quarters selected by the Participant in accordance with this Plan, calculated as follows: The Account Balance of the Participant (or the Fixed Date Payout Account Balance, in the event of a Fixed Date Payout) shall be calculated as of the close of business three business days prior to the last business day of the quarter. The quarterly 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 quarterly payments due the Participant. By way of example, if the Participant elects a twenty (20) quarter Quarterly Installment Method, the first payment shall be 1/20 of the Account Balance (or the Fixed Date Payout Account Balance, in the event of a Fixed Date Payout), calculated as described in this definition. The following quarter, the payment shall be 1/19 of the Account Balance (or the Fixed Date Payout Account Balance, in the event of a Fixed Date Payout), calculated as described in this definition. Each quarterly installment shall be paid on or as soon as practicable after the last business day of the applicable quarter.

     1.49 “ Restricted Stock ” shall mean unvested shares of restricted Stock which are or have been awarded to a Participant under an Equity Plan.

     1.50 “ Restricted Stock Account ” shall mean (i) the sum of the Participant’s Restricted Stock Amounts, plus (ii) amounts credited/debited in accordance with all the applicable crediting/debiting provisions of this Plan that relate to the Participant’s Restricted Stock Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Restricted Stock Account. The Restricted Stock Account balance shall be denominated in Stock Units.

     1.51 “ Restricted Stock Amount ” shall mean, for any grant of Restricted Stock, the amount of such Restricted Stock deferred in accordance with Section 3.1(c) of this Plan, calculated using the Fair Market Value of a share of Stock on day on which such Restricted Stock would otherwise vest, but for the election to defer.

     1.52 “ Retirement ”, “ Retire(s) ” or “ Retired ” shall mean, with respect to an Employee, severance from employment from all Employers, and with respect to a Director who is not an Employee, severance of his or her directorships with 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) a combined age and Years of Service equaling at least fifty-five (55) with a minimum of ten (10) Years of Service. If a Participant is both an Employee and a Director, Retirement shall not occur until he or she Retires as both an Employee and a Director; provided , however , that such a Participant may elect, at least one (1) year prior to Retirement and in accordance with the policies and procedures established by the Administrator,

to Retire for purposes of this Plan at the time he or she Retires as an Employee, which Retirement shall be deemed to be a Retirement as an Employee.

     1.53 “ Retirement Benefit ” shall mean the benefit set forth in Section 4.2.

     1.54 “ Rule 16b-3 ” shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time.

     1.55 “ Securities Act ” shall mean the Securities Act of 1933, as amended.

     1.56 “ Semi-Annual Installment Method ” shall be a semi-annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: The Account Balance of the Participant (or the Fixed Date Payout Account Balance, in the event of a Fixed Date Payout) shall be calculated as of the close of business three business days prior to the last business day of the second and fourth quarters. The semi-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 semi-annual payments due the Participant. By way of example, if the Participant elects to be paid out by the Semi-Annual Installment Method over 10 years, the first payment shall be 1/20 of the Account Balance (or the Fixed Date Payout Account Balance, in the event of a Fixed Date Payout), calculated as described in this definition. The following payment, two quarters later, shall be 1/19 of the Account Balance (or the Fixed Date Payout Account Balance, in the event of a Fixed Date Payout), calculated as described in this definition. Each semi-annual installment shall be paid on or as soon as practicable after the last business day of the applicable quarter.

     1.57 “ Stock ” shall mean AMB Property Corporation common stock, $.01 par value.

     1.58 “ Stock-for-Stock Exercise ” shall mean the exercise by a Participant of an Eligible Stock Option by actually delivering to the Company whole shares of Stock with a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Eligible Stock Option in the manner contemplated by the Internal Revenue Service’s Revenue Ruling 80-244. If the aggregate exercise price would require the payment of a fractional share, such fractional share shall be paid in cash and not in Stock. Stock used for this purpose shall be either (i) Stock which was not acquired by the Participant from the Company, with a loan or other extension of credit by the Company or otherwise in a transaction involving the Company, or (ii) Stock acquired by the Participant in a transaction involving the Company and which has been held by the Participant for a period of more than six (6) months prior to the date of exercise; provided, however , that if the Participant delivers to the Company Stock acquired through the exercise of an “incentive stock option” as defined in Section 422 of the Code, such Stock shall have been held by the Participant for a period of more than (i) twenty-four (24) months after the date on which such incentive stock option was granted to the Participant and (ii) twelve (12) months after the date on which such incentive stock option was exercised by the Participant.

     1.59 “ Stock Option Account ” shall mean the sum of (i) the Participant’s Stock Option Amounts, plus (ii) Stock Units credited/debited in accordance with all the applicable crediting/debiting provisions of this Plan that relate to the Participant’s Stock Option Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Stock Option Account. The Stock Option Account balance shall be denominated in Stock Units.

     1.60 “ Stock Option Amount ” shall mean, for any Eligible Stock Option, the amount of Stock Option Gains deferred in accordance with Section 3.1(b) of this Plan, calculated using the Fair Market Value of a share of Stock on the Exercise Date.

     1.61 “ Stock Option Gain ” shall mean the amount of a Participant’s net gain resulting from the Participant’s Stock-for-Stock Exercise of an Eligible Stock Option. For example, assume a Participant elects to defer the Stock Option Gain accrued upon exercise of an Eligible Stock Option to purchase 1,000

shares of Stock at an exercise price of $20 per share, when Stock has a current fair market value of $25 per share. Using a Stock-for-Stock Exercise, the Participant would deliver 800 shares of Stock (worth $20,000) to exercise the Eligible Stock Option and receive, in return, 800 shares of Stock plus a Stock Option Gain (in this case, in the form of a credit of 200 Stock Units to the Participant’s Stock Option Account) equal to $5,000 (i.e., the current value of the remaining 200 shares of Stock).

     1.62 “ Stock Unit ” shall mean a notational unit representing the right to receive a share of Stock.

     1.63 “ Termination Benefit ” shall mean the benefit set forth in Section 4.4.

     1.64 “ Termination of Employment ” shall mean the severing of employment with all Employers, or service as a Director of all Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an authorized leave of absence. If a Participant is both an Employee and a Director, a Termination of Employment shall occur only upon the termination of the last position held; provided , however , that such a Participant may elect, at least one (1) year before Termination of Employment and in accordance with the policies and procedures established by the Administrator, to be treated for purposes of this Plan as having experienced a Termination of Employment at the time he or she ceases employment with an Employer as an Employee.

     1.65 “ Trust ” shall mean one or more trusts established pursuant to that certain Trust Agreement, dated as of May 1, 2002, between the Company and the trustee named therein, as amended from time to time.

     1.66 “ Unforeseeable Financial Emergency ” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant not covered by insurance, liquidation of other assets (to the extent the liquidation itself will not cause severe financial hardship or cessation of deferrals under this Plan, resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent (as defined in Section 152(a) of the Code) of the Participant, (ii) a loss of the Participant’s property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Administrator.

     1.67 “ Vesting Date ” shall mean, with respect to Restricted Stock deferred hereunder, the date on which the Restricted Stock would vest under the terms of the Equity Plan pursuant to which it was issued and the Participant’s Restricted Stock Agreement but for the election to defer such Restricted Stock.

     1.68 “ Years of Service ” shall mean each twelve (12) month period during which a Participant is employed by an Employer, whether or not continuous, and including periods commencing prior to the effective date of this Plan; provided , however , that in the case of a Participant whose employment with an Employer has been interrupted by a period of twelve (12) consecutive months or more (a “ Break in Service ”), his or her Years of Service prior to such Break in Service shall be disregarded for any purpose under the Plan.

ARTICLE 2.
SELECTION, ENROLLMENT, ELIGIBILITY

     2.1 Selection by Administrator . Participation in the Plan shall be limited to a select group of management and highly compensated Employees and Non-Employee Directors of the Employers, as determined by the Administrator in its sole discretion. Subject to the requirements of Article 12, from that group, the Administrator shall select, in its sole discretion, Employees and Non-Employee Directors to participate in the Plan.

     2.2 Enrollment Requirements . As a condition to participation, each selected Employee or Non-Employee Director shall complete, execute and return to the Administrator an Election Form and a Beneficiary Designation Form. In addition, the Administrator 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 or Non-Employee Director selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Administrator, including returning all required documents to the Administrator within the specified time period, that Employee or Non-Employee Director shall commence participation in the Plan on the day on which his or her Election Form first becomes effective or the date on which a contribution is first credited to his or her Company Contribution Account or Company Matching Account.

     2.4 Termination of Participation and/or Deferrals . If the Administrator 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)(1) of ERISA, or as a Non-Employee Director, the Administrator shall have the right, in its sole discretion, to (a) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Participant’s membership status changes, (b) prevent the Participant from making future deferral elections and/or (c) immediately distribute the Participant’s then Account Balance as a Termination Benefit and terminate the Participant’s participation in the Plan.

     2.5 Pre-Existing Elections . All Participant elections in effect as of the effective date of the amendment and restatement of the Plan shall remain in full force and effect through the end of the First Plan Year unless a Participant elects to revise such election as permitted by the Committee.

ARTICLE 3.
DEFERRAL COMMITMENTS/COMPANY CONTRIBUTIONS/CREDITING/TAXES

     3.1 Election to Defer; Effect of Election Form . Subject to the terms and conditions set forth herein and such terms and conditions as the Administrator may determine, Participants may elect to defer Base Annual Salary, Annual Bonus, Directors Fees, Stock Option Amounts and Restricted Stock Amounts by timely completing and delivering to the Administrator an Election Form. After a Plan Year commences, such deferral election shall be irrevocable and shall continue for the entire Plan Year and subsequent years except that it shall terminate upon the execution and timely submission of a newly completed Election Form or Termination of Employment.

     (a) Base Annual Salary, Annual Bonus and/or Directors Fees . Subject to any terms and conditions imposed by the Administrator, Participants may elect to defer, under the Plan, Base Annual Salary, Annual Bonus and/or Directors Fees. For these elections to be valid with respect to deferrals of Base Annual Salary, Annual Bonus and/or Directors Fees, the Election Form must be completed and signed by the Participant, timely delivered to the Administrator no later than September 30 of the year immediately preceding the Plan Year for which the deferral election is to be effective and accepted by the Administrator. If no such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount shall be zero for that Plan Year.

     (b) Stock Option Deferral . Subject to any terms and conditions imposed by the Administrator, Participants may elect to defer, under the Plan, Stock Option Gains attributable to an Eligible Stock Option exercise. For an election to defer Stock Option Gain upon an Eligible Stock Option exercise to be valid: (i) an Election Form must be completed and signed by the Participant which designates the Eligible Stock Option; (ii) the Election Form must be timely delivered to the Administrator and accepted by the Administrator at least twelve (12) months prior to the Exercise Date; (iii) the Eligible Stock Option must be exercised using an actual or attestation Stock-for-Stock Exercise; and (iv) the Stock actually or constructively delivered by the Participant to exercise the Eligible Stock Option must have been owned by the

Participant during the entire six (6) month period prior to its delivery.

     (c) Restricted Stock . Subject to any terms and conditions imposed by the Administrator, Participants may elect to defer, under the Plan, Restricted Stock Amounts. For an election to defer Restricted Stock Amounts to be valid: (i) an Election Form must be completed and signed by the Participant, which designates such Restricted Stock; (ii) such Election Form must be timely delivered to the Administrator and accepted by the Administrator during the periods specified in clause (iii), below, and (iii) with respect to elections made during the First Plan Year, such Restricted Stock must be surrendered to the Company at least three (3) months prior to the Vesting Date, and with respect to elections made during subsequent Plan Years of the Plan, such Restricted Stock must be surrendered to the Company at least twelve (12) months prior to such Vesting Date.

     (d) Dividends . Stock Dividends and Non-Stock Dividends (as defined in Section 3.4(f) below) payable with respect to Stock Units allocated to the Participant’s Accounts shall be deferred in accordance with the Participant’s deferral election made in connection with the related deferral of Stock Option Amounts or Restricted Stock Amounts, or deferral of Annual Base Salary, Annual Bonus or Directors Fees into a Measurement Fund denominated in Stock.

     (e) Redeferral . A Participant may annually change his or her election to an allowable alternative payout period by submitting a new Election Form to the Administrator, provided , however , that such change shall not be given any effect unless a full calendar year passes between the calendar year in which such Election Form is submitted and the calendar year in which the distribution date design