AMETEK, INC. DEFERRED COMPENSATION PLAN

Employee Benefits Plan Agreement

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AMETEK, Inc

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Title: AMETEK, INC. DEFERRED COMPENSATION PLAN
Governing Law: Pennsylvania Date: 11/2/2007
Industry: ELECTR Sector: Technology

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Exhibit 10.6

AMETEK, INC.

DEFERRED COMPENSATION PLAN

Amended and Restated as of January 1, 2005

TABLE OF CONTENTS


Article 1. Purpose		1

1.01.	Purpose	1
1.02.	Effective Date	1

Article 2. Definitions and Construction		2

2.01.	Definitions	2
2.02.	Construction	6

Article 3. Eligibility and Participation		7

3.01.	Eligibility and Participation	7
3.02.	Change in Employment Status	7

Article 4. Election Requirements		8

4.01.	Bonus Compensation Deferral Election Filing Deadline	8
4.02.	New Eligible Employees	8
4.03.	2005 Plan Year Re-Deferral Election	8

Article 5. Accounts		9

5.01.	Accounts	9
5.02.	Amounts Allocated to Accounts	9
5.03.	Earnings on Accounts	9
5.04.	Vesting of Accounts	9
5.05.	No Actual Investment	9
5.06.	Statement of Accounts	9
5.07.	Distributions from Accounts	10

Article 6. Payment of Plan Benefits		11

6.01.	Payments from the Retirement Distribution Account	11
6.02.	Payments from the In-Service Distribution Account	12
6.03.	Payments Upon Death of Participant	14
6.04.	Payments in the Event of an Emergency	14
6.05.	Payments Upon Disability of Participant	15
6.06.	Payments Upon a Change in Control	15
6.07.	Administrative Acceleration or Delay of Payment	15
6.08.	Withholding	15
6.09.	Payment to Guardian	15
6.10.	Effect of Payment	16

Article 7. Beneficiary Designation		17

7.01.	Beneficiary Designation	17
7.02.	Changing Beneficiary	17
7.03.	No Beneficiary Designation	17
7.04.	Effect of Payment	17



AMETEK, Inc., Deferred Compensation Plan		Table of Contents — Page i


Article 8. Administration of the Plan		18

8.01.	Committee Duties	18
8.02.	Agents	18
8.03.	Binding Effect of Decisions	18
8.04.	Indemnity of Committee	18
8.05.	Election of Committee After Change in Control	18

Article 9. Claims Procedure		19

9.01.	Claim	19
9.02.	Denial of Claim	19
9.03.	Review of Claim	19
9.04.	Final Decision	19
9.05.	Claims for Disability Benefits	19

Article 10. Amendment and Termination of Plan		20

Article 11. Miscellaneous		21

11.01.	Hypothetical Accounts	21
11.02.	Company Obligation	21
11.03.	Trust Fund	21
11.04.	Nonassignability	21
11.05.	Not a Contract of Employment	22
11.06.	Protective Provisions	22
11.07.	Governing Law	22
11.08.	Severability	22
11.09.	Headings	22
11.10.	Notice	22
11.11.	Successors	22

EXHIBIT A		24

APPENDIX A		A-1



AMETEK, Inc., Deferred Compensation Plan		Table of Contents — Page ii

ARTICLE 1. PURPOSE

1.01.		Purpose.

		The AMETEK, Inc. Deferred Compensation Plan (the “Plan”), is intended to provide additional retirement benefits and increased financial security, on a tax-favored basis, to a select group of management and highly compensated employees of AMETEK, Inc. These individuals may defer a portion of their annual incentive bonus under the Plan if their compensation (as defined under the Plan) exceeds the compensation limits of section 401(a)(17) of the Code.

1.02.		Effective Date .

		The Plan, as hereby amended and restated, is effective with respect to amounts that were not deferred or vested (within the meaning of section 409A of the Code) before January 1, 2005, and any earnings on such amounts. Amounts deferred and vested (within the meaning of section 409A of the Code) before January 1, 2005 and earnings on such amounts are not affected by this amendment and restatement of the Plan, and remain subject to the terms of the October 1, 1999 plan document, which are set forth in Appendix A to this January 1, 2005, amendment and restatement. For recordkeeping purposes, the Company will establish separate accounts for each Participant for amounts deferred and vested before January 1, 2005, and amounts deferred and vested on or after that date.

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ARTICLE 2. DEFINITIONS AND CONSTRUCTION

2.01.		Definitions.

		For the purpose of this Plan, the following terms shall have the meanings set forth below, unless the context clearly indicates otherwise.

	(a)		Account . “Account” or “Accounts” means the hypothetical Retirement Distribution Account and/or In-Service Distribution Account established on the books of the Company pursuant to Section 5.01.

	(b)		Article . “Article” means an article of this Plan.

	(c)		Beneficiary . “Beneficiary” means the person, persons or entity as designated by the Participant, entitled under Article 7 to receive any Plan benefits payable after the Participant’s death.

	(d)		Board . “Board” means the Board of Directors of AMETEK, Inc.

	(e)		Bonus Compensation . “Bonus Compensation” means the portion of an Eligible Employee’s Compensation consisting of the amount of the incentive to be paid to an Eligible Employee under the Company’s incentive compensation plan for a Plan Year, other than any bonus paid to an Eligible Employee that is characterized by the Company as a “sign on bonus” or other non-recurring incentive bonus.

	(f)		Bonus Compensation Deferral . “Bonus Compensation Deferral” means that portion of Eligible Bonus Compensation as to which an Eligible Employee has made an annual irrevocable election to defer receipt until the date specified under the In-Service Distribution Option and/or the Retirement Distribution Option.

	(g)		Cause . “Cause” means (1) misappropriation of funds, (2) habitual insobriety or substance abuse, (3) conviction of felony or crime involving moral turpitude, or (3) gross negligence in the performance of duties that has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company.

	(h)		Change in Control . A “Change in Control” shall occur if:

	(1)		Any one Person or more than one Person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires ownership of stock of the Company that, together with the stock held by such Person or group of Persons, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if such Person or group of Persons is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company before this transfer of the Company’s stock, the acquisition of additional stock by the same Person or group of Persons shall not be considered to cause a Change in Control of the Company; or

	(2)		Any one Person or more than one Person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires (or has

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			acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group of Persons) ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company. However, if such Person or group of Persons is considered to own 30 percent or more of the total voting power of the stock of the Company before this acquisition, the acquisition of additional control or stock of the Company by the same Person or group of Persons shall not cause a Change in Control of the Company; or

	(3)		A majority of members of the Company’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board before the date of the appointment or election; or

	(4)		Any one Person or more than one Person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group of Persons) assets from the Company that have a total gross fair market value equal to substantially all but in no event less than 40 percent of the total fair market value of all assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by the Company will not result in a Change in Control under this Section 2.01(h)(4), if the assets are transferred to:

	(A)		A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

	(B)		An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company immediately after the transfer of assets;

	(C)		A Person or more than one Person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Company; or

	(D)		An entity, at least 50 percent of the total value or voting power of which is owned directly or indirectly, by a person described in Section 2.01(h)(4)(C), above.

For purposes of this Section 2.01(h), no acquisition, either directly or indirectly, by the Participant, his affiliates and associates, the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan shall constitute a Change in Control.

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For purposes of this Section 2.01(h), the following terms shall have the meanings set forth below:

	(1)		“Company” shall mean AMETEK, Inc., except that, if a Participant is employed by a majority-controlled subsidiary of the Company, for purposes of Sections 2.01(h)(1), 2.01(h)(2), and 2.01(h)(4), “Company” shall mean such subsidiary.

	(2)		“Person” shall mean any individual or individuals other than the Participant, his affiliates and associates, the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan.

	(i)		Code . “Code” means the Internal Revenue Code of 1986, as amended.

	(j)		Committee . “Committee” means the Committee appointed by the Board (or its delegee) to administer the Plan pursuant to Article 8.

	(k)		Company . “Company” means AMETEK, Inc., a Delaware corporation, and any directly or indirectly affiliated subsidiary corporations, any other affiliate designated by the Board, or any successor to the business thereof.

	(l)		Compensation . “Compensation” means “compensation” as such term is defined in Treas. Reg. § 1.415(c)-2(d)(4) without regard to the limitations of Code § 415, excluding reimbursements or other expense allowances, fringe benefits, moving expenses, deferred compensation, welfare benefits, sign-on bonuses, imputed income with respect to split dollar life insurance, severance benefits (paid in any form), and amounts described in Treas. Reg. § 1.415(c)-1(c) but including (1) (a) amounts contributed by a Participant to a Plan that is “qualified” under Section 401(a) of the Code and (b) amounts otherwise excludible from the Participant’s gross income under Section 125 of the Code and Section 132(f)(4) of the Code and (2) not including Bonus Compensation paid during that year but earned in the preceding year.

	(m)		Disability . “Disability” means a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months that (1) renders a Participant unable to engage in any substantial gainful activity or (2) results in a Participant receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company. The Committee shall determine the existence of Disability, in its sole discretion, and may rely on advice from a medical examiner satisfactory to the Committee in making the determination. A Participant will also be considered disabled if he has been determined to be totally disabled by the Social Security Administration. The term “Disability” is intended to comply with section 409A(a)(2)(C) of the Code and shall be interpreted to permit a Participant to take a distribution in any circumstance that would be permitted under section 409A(a)(2)(C) of the Code.

	(n)		Distribution Option . “Distribution Option” means the two distribution options that

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			are available under the Plan: the Retirement Distribution Option and the In-Service Distribution Option.

	(o)		Eligible Bonus Compensation . “Eligible Bonus Compensation” is the amount calculated under the following formula:

	(1)		“Total Plan Year Compensation” is an Eligible Employee’s Bonus Compensation that is earned (not paid) during a Plan Year *plus* the Eligible Employee’s Compensation for that same year.

	(2)		If the Eligible Employee’s Total Plan Year Compensation is less than or equal to the compensation limit in effect under section 401(a)(17) of the Code for the Plan Year, then the Eligible Employee’s Eligible Bonus Compensation for that year shall be $0.

	(3)		If the Eligible Employee’s Total Plan Year Compensation is greater than the compensation limit in effect under section 401(a)(17) for the Plan Year, then the Eligible Employee’s Eligible Bonus Compensation for that year shall be the lesser of (A) the Eligible Employee’s Bonus Compensation or (B) the amount by which the Eligible Employee’s Total Plan Year Compensation exceeds the compensation limit in effect under section 401(a)(17) of the Code for that year.

	(p)		Eligible Employee . “Eligible Employee” means an employee of the Company who is designated by the Committee, in its sole discretion, to be eligible to participate in the Plan pursuant to Section 3.01.

	(q)		Investment Funds . “Investment Funds” means the separate deemed investment funds identified on Exhibit A of the Plan that a Participant may direct be used as a method to measure the growth of the Participant’s Bonus Compensation Deferrals, if any, while credited to the Participant’s Accounts.

	(r)		In-Service Distribution Account . “In-Service Distribution Account” means the Account maintained for a Participant to which Bonus Compensation Deferrals are credited pursuant to the In-Service Distribution Option.

	(s)		In-Service Distribution Option . “In-Service Distribution Option” means the Distribution Option pursuant to which benefits are payable in accordance with Section 6.02.

	(t)		Participant . “Participant” means any employee who is eligible and has become a participant pursuant to Section 3.01. Such employee shall remain a Participant in this Plan until such time as all benefits payable under this Plan have been paid in accordance with the provisions hereof.

	(u)		Plan . “Plan” means this AMETEK, Inc. Deferred Compensation Plan, as it may be amended from time to time.

	(v)		Plan Year . “Plan Year” means the 12-month period beginning on each January 1 and ending on the following December 31.

	(w)		Retirement . “Retirement” or “Retires” means a Participant’s Separation from

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			Service with the Company (for reasons other than death) at or after attaining age 55 and completing 10 or more Years of Service.

	(x)		Retirement Distribution Account . “Retirement Distribution Account” means the Account maintained for a Participant to which Bonus Compensation Deferrals are credited pursuant to the Retirement Distribution Option.

	(y)		Retirement Distribution Option . “Retirement Distribution Option” means the Distribution Option pursuant to which benefits are payable in accordance with Section 6.01.

	(z)		Section . “Section” means a section of this Plan.

	(aa)		Separation from Service . “Separates from Service” or “Separation from Service” means separation from service within the meaning of section 409A of the Code.

	(bb)		Voting Securities . “Voting Securities” means the common securities of AMETEK, Inc. that carry the right to vote generally in the election of directors.

	(cc)		Year of Service . “Year of Service” means the 12-month period following the date that the Participant first performs an hour of service for the Company and each consecutive 12-month period following the anniversary of that date that is completed before the Participant Separates from Service.

2.02.		Construction.

		For purposes of the Plan, unless the contrary is clearly indicated by the context,

	(a)		the use of the masculine gender shall also include within its meaning the feminine and vice versa,

	(b)		the use of the singular shall also include within its meaning the plural and vice versa, and

	(c)		the word “include” shall mean to include without limitation.

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ARTICLE 3. ELIGIBILITY AND PARTICIPATION

3.01.		Eligibility and Participation.

		Eligibility to participate in the Plan shall be limited to that select group of management and/or highly compensated employees of the Company whom the Committee designates as eligible to participate in the Plan. An Eligible Employee shall become a Participant in the Plan when he first makes a Bonus Compensation Deferral election pursuant to Article 4.

3.02.		Change in Employment Status.

		If the Committee determines that a Participant’s position is no longer at a level that warrants reward through participation in this Plan, but does not terminate the Participant’s employment with the Company, (1) the Participant shall not be permitted to make a Bonus Compensation Deferral election for the Plan Year specified by the Committee and each Plan Year thereafter until the Committee determines that the Participant has again become employed in a position that warrants full participation in the Plan; and (2) the Participant’s benefits under this Plan shall be limited to the balance in the Participant’s Accounts as of the date so specified by the Committee, which shall be adjusted each subsequent year that the Participant remains an active employee of the Company (and does not again become employed in a position that warrants full participation in the Plan) by the deemed earnings on the Investment Funds elected by the Participant.

		If the Committee, in its sole discretion, determines that the Participant no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Committee may, in its sole discretion, take any action permitted under section 409A of the Code as it deems necessary to preserve the status of the Plan as a “top hat” plan under ERISA.

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ARTICLE 4. ELECTION REQUIREMENTS

4.01.

Bonus Compensation Deferral Election Filing Deadline.

	(a)		Except as provided in Sections 4.02 and 4.03, below, an election to defer an amount equal to all or part of an Eligible Employee’s Bonus Compensation shall be filed with the Committee at least six months before the end of the Plan Year in which the Bonus Compensation is earned (i.e. by June 30th); provided that, if the Bonus Compensation is not “performance-based compensation” within the meaning of section 409A of the Code, the Bonus Compensation Deferral election shall be filed with the Committee no later than the last day of the Plan Year preceding the Plan Year in which the Bonus Compensation is earned. The election, once filed, shall be irrevocable and shall remain in effect until the end of the Plan Year to which it pertains.

	(b)		An election made pursuant to Section 4.01(a) shall be in writing, in a form acceptable to the Committee, and shall specify such information as required by the Committee. The Committee may establish minimum or maximum amounts that may be deferred under this Section 4.01 and may change such standards from time to time. Any such limits shall be communicated by the Committee to the Participants before the commencement of a Plan Year.

4.02.		New Eligible Employees.

		The Committee may, in its discretion, permit an employees who first becomes an Eligible Employee after the beginning of a Plan Year to make a Bonus Compensation Deferral for that Plan Year by filing a completed and fully executed deferral election form, in accordance with Section 4.01(a), within thirty (30) days following the date the employee becomes an Eligible Employee, unless he was previously eligible to participant in another account-based deferred compensation arrangement of the Company. If the Eligible Employee was previously eligible to participate in another account-based deferred compensation arrangement of the Company, the Eligible Employee shall not be permitted to make a Bonus Compensation Deferral under this Section 4.02 or Section 4.01 for the Plan Year in which he is hired but shall be permitted to make a Bonus Compensation Deferral pursuant to Section 4.01 for the Plan Year after the Plan Year in which he is hired and each subsequent Plan Year. Any Bonus Compensation Deferral made under this Section 4.02 shall apply only to Bonus Compensation and Compensation earned for services performed after the election is made.

4.03.		2005 Plan Year Re-Deferral Election.

		For the 2005 Plan Year, an Eligible Employee may file the requisite deferral election form by March 15, 2005, to defer Bonus Compensation actually or constructively received during the 2005 Plan Year after the date the election is filed.

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ARTICLE 5. ACCOUNTS

5.01.		Accounts.

		The Committee shall establish and maintain separate Accounts with respect to each Participant. A Participant’s Accounts shall consist of the Retirement Distribution Account and/or an In-Service Distribution Account. The amount of the Bonus Compensation Deferral pursuant to Sections 4.01, 4.02, or 4.03 shall be credited by the Company to the Participant’s Accounts on the day such Bonus Compensation would otherwise have been paid, in accordance with the Distribution Options elected by the Participant on his deferral election form. The Participant’s Accounts shall be reduced by the amount of payments made by the Company to the Participant or the Participant’s Beneficiary pursuant to this Plan and shall be adjusted to reflect investment gains and losses.

5.02.		Amounts Allocated to Accounts.

		An Eligible Employee shall allocate his Bonus Compensation Deferrals between the Distribution Options; provided, however that 100% of such Deferrals may be allocated to one or the other of the Distribution Options.

5.03.		Earnings on Accounts.

		A Participant’s Accounts shall be credited with earnings from time to time in accordance with the deemed earnings on Investment Funds elected by the Participant. Participants may allocate their Retirement Distribution Account and their In-Service Distribution Account among the Investment Funds available under the Plan in increments specified by the Committee. The deemed rate of return, positive or negative, credited under each Investment Fund is based upon the actual investment performance of the Investment Funds listed on Exhibit A of the Plan. The Company reserves the right, on a prospective basis, to add or delete Investment Funds.

5.04.		Vesting of Accounts

		A Participant’s Accounts shall be 100% vested at all times. Notwithstanding anything to the contrary in this Section 5.04, the Committee may cause a forfeiture with respect to all or a portion of a Participant’s Accounts if the Committee determines that the Participant’s Separation from Service is for Cause.

5.05.		No Actual Investment.

		Notwithstanding that the returns credited to Participants’ Accounts are based upon the actual performance of the corresponding deemed Investment Funds selected by a Participant, the Company shall not be obligated to invest any Bonus Compensation Deferrals by Participants under this Plan and the Participant shall have no interest in any amounts that are actually invested to pay benefits under this Plan.

5.06.		Statement of Accounts.

		The Committee shall provide to each Participant, not less frequently than annually, a statement in such form as the Committee deems desirable setting forth the balance standing to the credit of each Participant in each of his Accounts.

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5.07.		Distributions from Accounts.

		Any distribution made to or on behalf of a Participant from one or more of the Participant’s Accounts in an amount that is less than the entire balance of any such Account shall be made pro rata from each of the Investment Funds to which such Account is then allocated except, and only to the extent, that the Participant (or Beneficiary, if applicable) elects, before the scheduled distribution date, to receive a distribution in shares of Voting Securities, up to the value of the amount to be distributed.

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ARTICLE 6. PAYMENT OF PLAN BENEFITS

6.01.		Payments from the Retirement Distribution Account.

		Except as provided in Sections 6.03, 6.04, 6.06, and 6.06, benefits under the Retirement Distribution Option shall be paid to a Participant as follows:

	(a)		General . Unless otherwise elected pursuant to Section 6.01(b) or modified pursuant to Section 6.01(c), a Participant who Retires shall receive his Retirement Distribution Account in the form of a lump sum on the later of (1) the January 31 following the Participant’s Retirement or (2) the first day of the seventh month following the Participant’s Retirement.

	(b)		Distribution Election . A Participant may elect a form or time of payment for his Retirement Distribution Account other than those provided in Section 6.01(a) by filing a distribution election form for his Retirement Distribution Account with the Committee at the same time he makes his first Bonus Compensation Deferral under the Plan to his Retirement Distribution Account. This distribution election shall determine the time and manner of the distribution from the Participant’s Retirement Distribution Account under this Section 6.01 if the Participant Retires, unless the election is modified pursuant to Section 6.01(c).

	(1)		Optional Forms of Distribution . A Participant who does not wish to receive his Retirement Distribution Account in the form of a lump sum may elect to receive his Retirement Distribution Account in the form of up to five (5) annual installments.

	(2)		Optional Times for Distribution . A Participant who does not wish to receive his Retirement Distribution Account as provided in Section 6.01(a) may elect for distribution of his Retirement Distribution Account to commence on one of the following: (A) January 31 of the second Plan Year following the Participant’s Retirement or (B) the latest of (i) January 31 of the Plan Year following the Participant’s Retirement, (ii) January 31 of the Plan Year following the year in which the Participant becomes age 65, or (iii) the first day of the seventh month after the Participant’s Retirement.

(c)

Modification of Distribution Election . After making his initial distribution election pursuant to Section 6.01(b) or making a Bonus Compensation Deferral that is subject to the default distribution rule set forth in Section 6.01(a), a Participant may file an election with the Committee, in a form satisfactory to the Committee, to modify the payment date or to specify that his Retirement Distribution Account be paid in installments rather than a lump sum or in a greater number of annual installments (but not more than five (5) annual installments); provided, however, that such election:

	(1)		is filed with the Committee at least twelve (12) months prior to the date of the first scheduled payment;

	(2)		is not effective until at least twelve (12) months after the date on which the election is made;

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	(3)		defers the lump sum payment or the first installment payment with respect to which such election is made for a period of not less than five (5) years from the date such payment would have otherwise been made;

	(4)		does not accelerate payment of the Retirement Distribution Account; and

	(5)		does not request more than five (5) annual installments.

(d)

Amount of Payments .

	(1)		Lump sum payment . Any lump-sum benefit payable in accordance with this Section 6.01 shall be paid in an amount equal to the value of such Retirement Distribution Account as of the last business day of the calendar month preceding the date of payment.

	(2)		Installment Payments . If annual installments are elected in accordance with this Section 6.01, the amount of the first annual installment payment shall equal (A) the value of the Participant’s Retirement Distribution Account as of the last business day of the calendar month preceding the date of payment, divided by (B) the number of annual installment payments elected by the Participant. The remaining annual installments shall be paid on January 31 of each succeeding Plan Year in an amount equal to (C) the value of the Participant’s Retirement Distribution Account as of the last business day of the immediately preceding calendar month divided by (D) the number of installments remaining.

(e)

Benefits Upon Separation from Service . The Retirement Distribution Account of a Participant who Separates from Service (other than by reason of the Participant’s death or Retirement) before the date on which his Retirement Distribution Account would otherwise be distributed shall be distributed in a lump sum on the later of (1) the January 31 following the Participant’s Separation from Service or (2) the first day of the seventh month after the Participant’s Separation from Service.

6.02.		Payments from the In-Service Distribution Account.

		Except as provided in Sections 6.03, 6.04, 6.06, and 6.06, benefits under the In-Service Distribution Option shall be paid to a Participant as follows:

	(a)		General . Except as provided in Section 6.02(e), otherwise elected pursuant to Section 6.02(b), or otherwise modified in accordance with Section 6.02(c), a Participant’s In-Service Distribution Account shall be paid in a lump sum on the date that occurs two years after the Participant first elects to allocate a portion of his Bonus Compensation Deferral to his In-Service Distribution Account.

	(b)		Distribution Election . A Participant may elect a different form or time of payment for his In-Service Distribution Account than provided in Section 6.02(a) by filing a distribution election form for his In-Service Distribution Account with the Committee at the same time that he makes his first Bonus Compensation Deferral under the Plan to his In-Service Distribution Account. Except as provided in Section 6.02(e), this distribution election shall determine the time and manner of the distribution for the Participant’s entire In-Service Distribution Account under this Section 6.02, unless the election is modified pursuant to Section 6.02(c).

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	(1)		Optional Forms of Distribution . A participant who does not wish to receive his In-Service Distribution Account in the form of a lump sum may elect to receive his In-Service Distribution Account in the form of up to five (5) annual installments.

	(2)		Optional Times for Distribution . A Participant who does not wish to receive his In-Service Distribution Account as provided in Section 6.02(a) may elect for distribution of his In-Service Distribution Account to commence on any specified future date.

(c)

Modification of Distribution Election . After making his initial distribution election pursuant to Section 6.02(b) or making a Bonus Compensation Deferral that is subject to the default distribution rule set forth in Section 6.02(a), a Participant may file an election with the Committee, in a form satisfactory to the Committee, to modify the payment date or to specify that his In-Service Distribution Account be paid in installments rather than a lump sum or in a greater number of annual installments (but not more than five (5) annual installments); provided, however, that such election:

	(1)		is filed with the Committee at least twelve (12) months prior to the date of the first scheduled payment;

	(2)		is not effective until at least twelve (12) months after the date on which the election is made;

	(3)		defers the lump sum payment or the first installment payment with respect to which such election is made for a period of not less than five (5) years from the date such payment would have otherwise been made;

	(4)		does not accelerate payment of the In-Service Distribution Account; and

	(5)		does not request more than five (5) annual installments.

(d)

Amount of Payments .

	(1)		Lump Sum . Any lump-sum amount payable in accordance with this Section 6.02 shall be paid in an amount equal to the value of such In-Service Distribution Account as of the last business day of the calendar month preceding the date of payment.

	(2)		Installment Payments . If annual installment payments are elected in accordance with this Section 6.02, the first annual installment payment shall equal (A) the value of such In-Service Distribution Account as of the last business day of the calendar month preceding the date of payment, divided by (B) the number of annual installment payments elected by the Participant. The remaining annual installments shall be paid on January 31 of each succeeding Plan Year in an amount equal to (A) the value of such In-Service Distribution Account as of the last business day of the immediately preceding calendar month divided by (B) the number of installments remaining.

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(e)

Benefits Upon Separation from Service . If a Participant (1) Separates from Service prior to the date on which the Participant’s In-Service Distribution Account would otherwise be distributed, other than by reason of his death, or (2) elects to allocate a portion of his Bonus Compensation Deferral to his In-Service Distribution Account after he has already received a distribution from his In-Service Account in accordance with this Section 6.02, any amounts credited to the Participant’s In-Service Distribution Account shall be distributed in a lump sum on the later of (1) January 31 following the Participant’s Separation from Service or (2) the first day of the seventh month after the Participant’s Separation from Service.

6.03.

Payments Upon Death of Participant.

	(a)		Death of Participant Before the Commencement of Benefits .

			If a Participant dies before he begins to receive his benefits in accordance with Section 6.01 or 6.02, benefits shall be paid to the Participant’s Beneficiary in a lump sum on the first day of the month following the Participant’s death, in lieu of any benefits otherwise payable under the Plan to or on behalf of such Participant. The amount of any lump sum benefit payable in accordance with this Section 6.03 shall equal the value of the Participant’s Account as of the last business day of the calendar month immediately preceding the date on which such benefit is paid.

	(b)		Death of Participant After Benefits Have Commenced .

			If a Participant dies after annual installments payable under Section 6.01 or 6.02 from the Participant’s Accounts have commenced, but before the entire balance of any such Account has been paid, any remaining installments shall be paid in lump sum on the first day of the month following the Participant’s death.

6.04.

Payments in the Event of an Emergency.

	(a)		Eligibility for Emergency Benefit .

			If the Committee, in its sole discretion, determines, upon written request of a Participant, that the Participant has suffered an unforeseeable financial emergency (within the meaning of section 409A of the Code), the Company shall pay to the Participant from the Participant’s Accounts, within thirty (30) days following such determination, an amount necessary to meet the emergency, after deduction of any and all taxes as may be required pursuant to Section 6.08 (the “Emergency Benefit”). For purposes of this Plan, an unforeseeable financial emergency is an unexpected need for cash arising from an illness or accident of the Participant, the Participant’s spouse or dependent; loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. It is intended that the Committee’s determination as to whether a Participant has suffered an “unforeseeable financial emergency” shall be made consistent with the requirements under section 409(A) of the Code. Cash needs arising from foreseeable events such as the purchase of a house or education expenses for children shall not be considered to be the result of an unforeseeable financial emergency.

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	(b)		Source of Payment .

			Emergency Benefits shall be paid first from the Participant’s In-Service Distribution Account, if any, to the extent the balance of such In-Service Distribution Account is sufficient to meet the emergency. If the distribution exhausts the In-Service Distribution Account, the Retirement Distribution Account may be accessed. With respect to that portion of any Account that is distributed to a Participant as an Emergency Benefit in accordance with this Section 6.04, no further benefit shall be payable to the Participant under this Plan.

	(c)		Restriction on Deferrals .

			Notwithstanding anything in this Plan to the contrary and to the extent permitted by section 409A of the Code, a Participant who receives an Emergency Benefit in any Plan Year shall not be entitled to make a Bonus Compensation Deferral for such Plan Year.

6.05.		Payments Upon Disability of Participant.

		If a participant becomes disabled before he begins to receive his benefits in accordance with Section 6.01 or 6.02, benefits shall be paid to the Participant in a lump sum within thirty (30) days after the Committee finds, in its sole discretion, that the Participant has a Disability.

6.06.		Payments Upon a Change in Control.

		If there is a Change in Control, a Participant will receive the full amount credited to the Participant’s Retirement Distribution Account and In-Service Distribution Account in a lump sum. Any lump-sum benefit payable in accordance with this paragraph shall be paid in, but not later than January 31 of, the Plan Year following the Plan Year in which such Change in Control occurs, in an amount equal to the value of such Retirement Distribution Account and In-Service Distribution Account as of the last business day of the Plan Year preceding the date of payment.

6.07.		Administrative Acceleration or Delay of Payment.

		A payment is treated as being made on the date when it is due under the Plan if the payment is made (a) no earlier than thirty (30) days before the due date specified by the Plan or (b) on a date no later than the due date specified b