BARNES & NOBLE, INC. DEFERRED COMPENSATION PLAN

1.01

"Accounts" shall mean the bookkeeping Deferral Account and Grandfathered Deferral Account maintained by the Company to record the payment obligations of the Company to a Participant as determined under the terms of the Plan.

1.02

"Administrative Committee" shall mean the person or persons appointed by the Compensation Committee of the Board of Directors to administer the Plan as provided in Section 8.01.

1.03

"Associated Company" shall mean (a) any corporation that is a member of a controlled group of corporations (as defined in Code Section 414(b)) that includes the Company and (b) any trade or business (whether or not incorporated) that is under common control (as defined in Code Section 414(c)) with the Company.

1.04

"Base Salary" shall mean the annual base fixed compensation paid by the Company periodically during the calendar year, determined prior to any pre-tax contributions under a "qualified cash or deferred arrangement" (as defined under Code Section 401(k) and its applicable regulations), under a "cafeteria plan" (as defined under Code Section 125 and its applicable regulations), under a qualified transportation fringe under Code Section 132 and any deferrals under Article 3, but excluding any overtime, bonuses, or any other form of compensation; except to the extent otherwise deemed "Base Salary" for purposes of the Plan under rules as are adopted by the Compensation Committee.

1.05

"Beneficiary" shall mean the person or persons designated by a Participant pursuant to the provisions of Section 5.07 in a time and manner determined by the Administrative Committee to receive the amounts, if any, payable under the Plan upon the death of the Participant.

1.06

"Bonus" shall mean the cash amount, if any, awarded to an employee of the Company under the Company’s executive bonus program, or other compensation program approved by the Compensation Committee as a bonus hereunder; provided that no amount shall be considered a Bonus unless it qualifies as Performance Based Compensation pursuant to Section 1.26.

1.07

"Board of Directors" or "Board" shall mean the Board of Directors of the Corporation.

1.08

"Change in Control " shall mean an event which shall occur if there is: (i) a change in the ownership of the Corporation as defined in Treasury Regs 1.409A-2(i)(5)(v); (ii) a change in the effective control of the Corporation as defined in Treasury Regs 1.409A-2(i)(5)(vi); or (iii) a change in the ownership of a substantial portion of the Corporation’s assets as defined in Treasury Regs 1.409A-2(i)(5)(vii).

1.09

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.10

"Company" shall mean the Corporation and any successor thereto, with respect to its employees and any Associated Company authorized by the Compensation Committee to participate in the Plan, with respect to their employees.

1.11

"Compensation" shall mean a Participant’s Base Salary and Bonus.

1.12

"Compensation Committee" shall mean the Compensation Committee of the Board of Directors.

1.13

"Corporation" shall mean Barnes & Noble, Inc., a Delaware corporation, or any successor by merger, purchase or otherwise.

1.14

"Death Benefit" shall mean the benefit payable under the Plan to a Participant’s Beneficiary(ies) upon the Participant’s death as provided in Section 5.02(d) of the Plan.

1.15

"Deferral Account" shall mean the bookkeeping account (or subaccount(s)) maintained for each Participant to record the amount of Base Salary and/or Bonus deferred on or after January 1, 2005 by such Participant in accordance with Article 3, adjusted pursuant to Article 4. The term Deferral Account shall include each Retirement/Termination Subaccount and each Specified Date Subaccount to which a Participant shall allocate Deferrals.

1.16

"Deferral Agreement" shall mean the completed agreement, including any amendments, attachments and appendices thereto, in such form approved by the Administrative Committee, between an Eligible Executive and the Company, that specifies (i) the amount of each component of Compensation that the Eligible Executive has elected to defer to the Plan in accordance with the provisions of Section 3.02, and (ii) the form of distribution and date or event as of which such amounts shall be distributed.

1.17

"Deferrals" shall mean a credit to a Participant’s Deferral Account on or after January 1, 2005 that records that portion of the Participant’s Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Section 3.02. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes any earnings or losses attributable to such Deferrals pursuant to Article 4.

1.18

"Deferral Election Deadline" means the last day that an Eligible Executive can elect Deferrals for the next following Plan Year, or in the case of an Eligible Executive described in Section 2.01(c), for the current Plan Year.

1.19

"Effective Date" shall mean April 1, 1997. The "Effective Date" of this amendment and restatement of the Plan shall be January 1, 2009.

1.20

"Employee" shall mean any person who is employed by the Company.

1.21

"Eligible Executive" shall mean an Executive who is eligible to participate in the Plan as provided in Section 2.01.

1.22

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.23

"Executive" shall mean an Employee of the Company whose Base Salary exceeds $170,000 (as indexed for cost of living pursuant to procedures established by the Administrative Committee.)

1.24

"Grandfathered Deferral Account" shall mean the bookkeeping account (or subaccount(s)) maintained for each Participant to record the amount of Base Salary and/or Bonus deferred in accordance with the provisions of Article 3 of the Plan as in effect on October 3, 2004, as set forth in Schedule A, adjusted pursuant to Article 4.

1.25

"Participant" shall mean, except as otherwise provided in Article 2, each Eligible Executive who has executed a Deferral Agreement pursuant to the requirements of Articles 2 and 3 and is credited with an amount under Section 3.03.

1.26

"Performance Based Compensation" shall mean a Bonus where the amount of, or entitlement to, the Bonus is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve consecutive months. Organizational or individual performance criteria are considered pre-established if established in writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. The determination of whether a Bonus qualifies as "Performance-Based Compensation" will be made in accordance with Treas. Reg. Section 1.409A-1(e) and subsequent guidance.

1.27

"Performance Period" shall mean the period of a least 12 months over which an individual or a company’s performance is measured for purposes of the Company’s bonus program

1.28

"Plan" shall mean the Barnes & Noble, Inc. Deferred Compensation Plan as set forth in this document and the appendices thereto, as it may be amended from time to time.

1.29

"Plan Year" shall mean the 12-month period commencing on any January 1; provided, however, that the first Plan Year shall commence on April 1, 1997 and end on December 31, 1997.

1.30

"Reporting Date" shall mean any day on which the New York Stock Exchange is open.

1.31

"Retirement" shall mean (i) a Separation from Service by a Participant on or after the date the Participant has attained age 55 and has completed at least five Years of Service (as such term is defined under the Barnes & Noble, Inc. Retirement Plan as in effect on the date of such termination) or (ii), if earlier, the date a Participant incurs a Total and Permanent Disability.

1.32

"Retirement Benefit" shall mean the benefit payable to a Participant under the Plan following the Retirement of the Participant in accordance with Section 5.02(b) or (c).

1.33

"Retirement/Termination Subaccount" shall mean the subaccount(s) established to record the portion of the Participant’s Deferral Account that have not been allocated to a Specified Date Subaccount. Unless the Participant specifically allocates Deferrals in a Deferral Agreement to a Specified Date Subaccount(s), all Deferrals shall be allocated to a Retirement/Termination Subaccount on behalf of the Participant.

1.34

"Riggio Group" shall mean Leonard Riggio, his spouse, his siblings and any lineal descendants or ancestors of Leonard Riggio or any of his siblings, any trusts for the benefit of any of the foregoing, and any corporation or other entity directly or indirectly controlled by any of the foregoing.

1.35

"Separation from Service" shall mean a Separation from Service as such term is defined in Treasury Regs under Code Section 409A, as modified by the rules described below.

(i)

Except in the case of an Employee on a bona fide leave of absence as provided below, an Employee is deemed to have incurred a Separation from Service if the Company or Associated Company and the Employee reasonably anticipated that the level of services to be performed by the Employee after a date certain would be permanently reduced to 20% or less of the average services rendered by the Employee during the immediately preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods during which the Employee was on a bona fide leave of absence.

(ii)

An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence pursuant to Company policies shall incur a Separation from Service on the first date immediately following the later of (i) the six-month anniversary of the commencement of the leave (twelve month anniversary for a disability leave of absence) or (ii) the expiration of the Employee’s right, if any, to reemployment under statute or contract or pursuant to Company policies. For this purpose, a "disability leave of absence" is an absence due to 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 6 months, where such impairment causes the employee to be unable to perform the duties of his job or a substantially similar job.

(iii)

For purposes of determining whether another organization is an Associated Company of the Company for purposes of this definition, common ownership of at least 50% shall be determinative.

(iv)

The Administrative Committee specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of Code Section 409A related regulations.

1.36

"Specified Date Subaccount(s)" shall mean the subaccount(s) of a Participant’s Deferral Account established to record the Participant’s Deferrals that will be paid (or that will commence to be paid) at a specified calendar year as designated in the Participant’s Deferral Agreement.

1.37

"Specified Date Benefit" shall mean the benefit payable to a Participant under the Plan in accordance with Section 5.02(a).

1.38

"Specified Employee" shall mean a Participant who, as of the date of his Separation from Service, is a "key employee" of the Company or any Associated Company, if the stock of the Company or any Associated Company is actively traded on an established securities market or otherwise.

1.39

"Specified Employee Identification Date" shall mean December 31, unless the Corporation has elected a different date through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Company and all Associated Companies.

1.40

"Specified Employee Effective Date" shall mean the first day of the fourth month following the Specified Employee Identification Date.

1.41

"Termination Benefit" shall mean the benefit payable to a Participant under the Plan in accordance with Section 5.02(b) due to his Termination of Employment.

1.42

"Termination of Employment" shall mean a Separation from Service by a Participant before the date the Participant (i) has attained age 55 and has completed at least five Years of Service (as such term is defined under the Barnes & Noble, Inc. Retirement Plan as in effect on the date of such termination) or (ii) incurs a Total and Permanent Disability.

1.43

"Total and Permanent Disability" shall mean that a Participant is, by reason of any 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 months, (i) unable to engage in any substantial gainful activity, or (ii) 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 Company. The Administrative Committee shall determine whether a Participant is disabled in accordance with Code Section 409A provided, however, that a Participant shall be deemed to be totally and permanently disabled if determined to be totally disabled by the Social Security Administration.

1.44

"Unforeseeable Emergency" shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as defined in Code Section 152, without regard to Section 152(b)(l), (b)(2), and (d)(l)(B)), or a Beneficiary; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The types of events which may qualify as an Unforeseeable Emergency may be limited by the Administrative Committee.

2.01

Eligibility

(a)

(i) An Employee who is an Executive as of May 31 ^st of a calendar year shall be an Eligible Executive with respect to the Plan Year following such calendar year and thereby eligible to participate in this Plan and execute a Deferral Agreement authorizing Deferrals under this Plan with respect to his Base Salary payable in the Plan Year following such May 31 ^st .

(ii)

An Employee who is an Executive as of May 31 ^st of a calendar year and who was employed by the Company on the first day of the Performance Period beginning in that calendar year (or such other date in the first quarter of such Performance Period as specified by the Administrative Committee) shall be an Eligible Executive with respect to the Plan Year following such calendar year and thereby eligible to participate in this Plan and execute a Deferral Agreement authorizing Deferrals under this Plan with respect to his Bonus payable in the Plan Year following such May 31 ^st .

(b)

An Executive who is first employed or reemployed after May 31 ^st of a calendar year but prior to the last business day of December of that calendar year, shall be an Eligible Executive with respect to the Plan Year following such calendar year and thereby eligible to participate in this Plan and execute a Deferral Agreement authorizing Deferrals under this Plan with respect to his Base Salary payable in the Plan Year following such May 31 ^st .

(c)

In the case of an Executive who is employed or reemployed by the Company after the first day of a Plan Year and who first becomes eligible to participate in the Plan, including any other Plan maintained by the Company or Associated Company that is treated as single Plan under Treas. Reg. Section 1.409A-l(c), after the first day of a Plan Year, he shall have up to 30 days following his initial eligibility to participate in this Plan to submit a Deferral Agreement to the Administrative Committee authorizing Deferrals of his Base Salary to be earned and payable in such Plan Year following the date his completed Deferral Agreement is received by the Administrative Committee.

2.02

In General

(a)

An individual who is determined to be an Eligible Executive with respect to a Plan Year and who desires to have Deferrals credited on his behalf pursuant to Article 3 for such Plan Year must execute a Deferral Agreement with the Administrative Committee authorizing Deferrals under this Plan for such year in accordance with the provisions of Sections 3.01 and 3.02.

(b)

The Deferral Agreement shall be in writing and be properly completed upon a form approved by the Administrative Committee. Such Deferral Agreement shall provide, subject to the provisions of Section 3.02, for the Deferral of a portion of the Eligible Executive’s Base Salary and/or Bonus. The Deferral Agreement shall include such other provisions as the Administrative Committee deems appropriate.

(c)

All elections by an Eligible Executive to defer any portion of his Base Salary or Bonus shall be subject to the provisions of Article 3.

2.03

Termination of Participation

(a)

Participation shall cease when all benefits to which a Participant is entitled to hereunder are distributed to him.

(b)

Subject to the provisions of Section 3.01, a Participant shall only be eligible to have Deferrals credited on his behalf in accordance with Article 3 for as long as he remains an Eligible Executive.

(c)

If a former Participant who has terminated employment with the Company and all Associated Companies and whose participation in the Plan ceased under Section 2.03(a) is reemployed as an Eligible Executive, the former Participant may again become a Participant in accordance with the provisions of Section 2.01.

3.01

Filing Requirements

(i)

Subject to the following provisions of this Section, prior to the close of an annual enrollment period established by the Administrative Committee in any Plan Year, an Eligible Executive described in Section 2.0l(a)(i) may elect, subject to the provisions of Section 3.02, to defer a portion of his Base Salary that is otherwise earned and payable in the next calendar year by filing a Deferral Agreement with the Administrative Committee prior to the applicable Deferral Election Deadline, which shall be the date established by the Administrative Committee but no later than the last day of the calendar year preceding the calendar year the Base Salary is earned.

(ii)

Subject to the following provisions of this Section, prior to the close of an annual enrollment period established by the Administrative Committee, an Eligible Executive described in Section 2.0l(a)(ii) who remains continuously employed through the date his Deferral Agreement is submitted, may elect, subject to the provisions of Section 3.02, to defer a portion of his Bonus earned with respect to the Performance Period beginning in that Plan Year but which is otherwise payable in the next calendar year; provided the Deferral Agreement is filed with the Administrative Committee prior to the applicable Deferral Election Deadline, which shall be the date established by the Administrative Committee but no later than six months before the end of the applicable Performance Period. Notwithstanding the foregoing, any election to defer Bonus that is made in accordance with this paragraph and that becomes payable as a result of the Participant’s death or disability (as defined in Treas. Reg. Section 1.409A-1(e)) or upon a Change in Control prior to the satisfaction of the performance criteria will be void.

(iii)

Notwithstanding the foregoing and subject to the following provisions of this Section, if an Employee becomes an Eligible Executive with respect to a Plan Year pursuant to the provisions of Section 2.01(b), he may elect, subject to the provisions of Section 3.02, to defer a portion of his Base Salary which would otherwise be payable in the calendar year next following his date of employment or reemployment, by filing a Deferral Agreement with the Administrative Committee prior to the applicable Deferral Election Deadline, which shall be the date established by the Administrative Committee but no later than the last day of the calendar year preceding the calendar year the Base Salary is earned.

(iv)

Notwithstanding the foregoing and subject to the following provisions of this Section, if an Employee becomes an Eligible Executive with respect to a Plan Year pursuant to the provisions of Section 2.01(c), he may elect, subject to the provisions of Section 3.02, to defer a portion of his Base Salary otherwise earned and payable in that calendar year by filing a Deferral Agreement with the Administrative Committee prior to the applicable Deferral Election Deadline,

which shall be the 30 ^th day following the date of his employment or reemployment, whichever is applicable. Such Deferral Agreement shall be effective only with respect to Base Salary payable to the Eligible Executive commencing with the first practicable payroll period following the Administrative Committee’s receipt of his completed Deferral Agreement. The determination of whether an Eligible Executive may file a Salary Agreement under this clause (iv) with respect to the Plan Year in which he is employed (or reemployed) shall be determined in accordance with the rules of Code Section 409A, including the provisions of treasury Reg. Section 1.409A-2(a)(7).

(v)

The Eligible Executive shall submit the Deferred Agreement in the manner specified by the Administrative Committee and a Deferral Agreement that is not timely filed shall be considered void and shall have no effect. The Administrative Committee shall establish procedures that govern deferral elections under the Plan, including the ability to make separate elections for Base Salary and Bonuses

(b)

A Participant’s election to defer a portion of Base Salary or Bonus for any Plan Year shall become irrevocable on the applicable Deferral Election Deadline. A Participant may revoke or change his election to defer a portion of Base Salary or Bonus at any time prior to the time the election becomes irrevocable. Any such revocation or change shall be made in a form and manner determined by the Administrative Committee.

(i)

Except as otherwise provided in Section 3.0l(a)(iv), a Participant’s Deferral Agreement shall apply only with respect to Base Salary earned in the calendar year following the calendar year in which the Deferral Agreement is filed with the Administrative Committee under Section 3.01(a).

(ii)

Notwithstanding any provision of the Plan to the contrary, a Participant’s election to defer Bonus shall only be effective if (1) the Participant files the Deferral Agreement with respect to such Bonus no later than the earlier of (A) the applicable Deferral Election Deadline or (B) the date that is six months before the end of the Performance Period with respect to which the Bonus is payable, (2) the Participant performs services continuously from the later of the beginning of the Performance Period or the date the criteria are established through the date the Deferral Agreement is submitted, and (3) the Bonus is not readily ascertainable as of the date the Deferral Agreement is filed.

(iii)

Subject to the provisions of Section 3.02, an Eligible Executive must file, in accordance with the provisions of Section 3.01(a), a new Deferral Agreement for each Plan Year that the Eligible Executive is eligible to participate in the Plan.

(d)

If a Participant ceases to be an Eligible Executive after the date a Deferral election for a Plan Year becomes effective but continues to be employed by the Company or

an Associated Company, he shall continue to be a Participant and his Deferral Agreement currently in effect for the Plan Year shall remain in force for the remainder of such Plan Year or Performance Period, but such Participant shall not be eligible to defer any portion of his Base Salary or Bonus earned in a subsequent Plan Year or Performance Period until such time as he shall once again become an Eligible Executive.

(e)

Notwithstanding anything in this Plan to the contrary, if an Eligible Executive

(i)

receives a withdrawal of deferred cash contributions on account of hardship from any plan which is maintained by the Company or an Associated Company and which meets the requirements of Section 401(k) of the Internal Revenue Code (or any successor thereto) and

(ii)

is precluded from making contributions to such 401(k) plan for at least 6 months after receipt of the hardship withdrawal,

3.02

Amount of Deferral

(i)

An Eligible Executive may defer for any Plan Year a specified dollar amount of his Base Salary otherwise earned and payable in that Plan Year, provided such amount is not less than $5,000 and does not exceed 50% of his Base Salary payable in that Plan Year.

(ii)

An Eligible Executive may defer for any Plan Year a specified dollar amount of his Bonus otherwise payable in that Plan Year, provided that (a) such amount is not less than $2,500 and does not exceed 100% of his Bonus payable in that Plan Year, and (b) the Deferral meets the requirements of Sections 3.0l(a)(ii) and (c) (ii).

(iii)

Deferrals shall be calculated with respect to the gross cash Compensation payable to the Participant prior to any deductions or withholdings, but shall be reduced by the Administrative Committee as necessary so that it does not exceed 100% of the cash Compensation of the Participant remaining after deduction of all required income and employment taxes, 401(k) and other employee benefit deductions, and other deductions required by law. Changes to payroll withholdings that affect the amount of Compensation being deferred to the Plan shall be allowed only to the extent permissible under Code Section 409A.

(b)

The Administrative Committee may establish other maximum or minimum limits on the amount of Base Salary or Bonus which may be deferred and/or the timing of such deferral. Eligible Executives shall be given written notice of any such limits at least ten business days prior to the date they take effect.

3.03

Crediting to Deferral Account

3.04

Vesting

4.01

Adjustment of Account

(a)

As of each Reporting Date, each Participant’s Accounts shall be credited or debited with the amount of earnings or losses with which such Accounts would have been credited or debited, assuming it had been invested in one or more investment funds, or earned the rate of return of one or more indices of investment performance, designated by the Administrative Committee and elected by the Participant pursuant to Section 4.02 for purposes of measuring the investment performance of his Accounts.

(b)

The Administrative Committee shall designate at least one investment fund or index of investment performance and may designate other investment funds or investment indices to be used to measure the investment performance of a Participant’s Accounts. The designation of any such investment funds or indices shall not require the Company to invest or earmark their general assets in any specific manner. The Administrative Committee may change the designation of investment funds or indices from time to time, in its sole discretion, and any such change shall not be deemed to be an amendment affecting Participants’ rights under Section 6.02. The Administrative Committee shall provide Participants with an advance notice of any changes in the designation of investment funds or indices.

4.02

Investment Performance Elections

4.03

Changing Investment Elections

(a)

A Participant may change his election of the investment fund or funds or index or indices of investment performance used to measure the future investment performance of his future Deferrals within such time periods and in such manner prescribed by the Administrative Committee. The election shall be effective as soon as administratively practicable after the date on which the notice is timely filed.

(b)

A Participant may change his election of investment funds or index or indices of investment performance used to measure the future investment performance of his existing Account balance within such time periods and in such manner prescribed by the Administrative Committee. The election shall be effective as soon as administratively practicable after the date on which the notice is timely filed.

4.04

Individual Accounts

4.05

Valuation of Accounts

(a)

The Administrative Committee shall value or cause to be valued each Participant’s Accounts on each Reporting Date. On each Reporting Date there shall be allocated to the Accounts of each Participant the appropriate amount determined in accordance with Section 4.01.

(b)

Whenever an event requires a determination of the value of Participant’s Deferral Account, the value shall be computed as of the Reporting Date coincident with, or immediately following, the date of the event.

5.01

Available Commencement Dates

(a)

Subject to the limitations set forth in this Article 5, each time a Participant elects to defer his Compensation, the Participant shall designate on the applicable Deferral Agreement in accordance with the procedures established by the Administrative Committee, that the distribution of such Deferrals, adjusted pursuant to Article 4, shall commence, pursuant to Sections 5.02 and 5.03, on the occurrence of one of the following events:

(i)

the month following the Participant’s Retirement;

(ii)

the month following the Participant’s Termination of Employment; or

(iii)

the first month of a designated calendar year not later than the year in which the Participant would attain age 70-  ¹ / 2 .

(b)

Notwithstanding the foregoing, in the event of a Participant’s Termination of Employment or Retirement prior to the designated distribution event date elected pursuant to paragraph (a)(iii) above, the distribution of his entire Deferral Account shall commence, pursuant to Sections 5.02 and 5.03, as of the month following his Termination of Employment or Retirement, whichever is applicable.

(c)

A Participant shall not change his designation of the event which entitles him to a distribution of any portion of his Deferral Account, except as otherwise provided in Section 5.04 below.

(d)

Actual distribution of any portion of the Participant’s Deferral Account shall be made pursuant to the provisions of Sections 5.02 and 5.03 below.

5.02

Distribution of Benefits

(a)

Specified Date Benefit . Except as otherwise provided below, if the Participant has established one or more Specified Date Subaccounts, he shall be entitled to a Specified Date Benefit with respect to each such Specified Date Subaccount. The Specified Date Benefit shall be equal to the value of the applicable Specified Date Subaccount on the Reporting Date on or immediately preceding the date such payment is processed. Payment of the Specified Date Benefit will be made in the first calendar quarter of the calendar year designated by the Participant with respect to that Specified Date Subaccount.

(b)

Retirement Benefit . Notwithstanding Section 5.02(a) above, upon the Participant’s Retirement for reasons other than death, he shall be entitled to a Retirement Benefit. The Retirement Benefit shall be equal to the value of the Participant’s Retirement/-Termination Subaccount(s) and the value of any unpaid balances in his Specified Date Subaccount(s) that are not yet in pay status. The Retirement Benefit shall be based on the value of such Subaccount(s) as of the Reporting Date on or immediately preceding the date such payment is processed. Payment of the Retirement Benefit will commence within 90 days of the first day of the month following the Participant’s Retirement, provided, however, that with respect to a Participant (i) who is a Specified Employee as of the date of his Retirement and (ii) whose Retirement is due to his Separation from Service and not his Total and Permanent Disability, payment pursuant to the provisions of this paragraph of any remaining portion of his Retirement/Termination or Specified Date Subaccounts will be delayed until the first day of the seventh month following the date his Retirement occurs. If any portion of the Retirement Benefit is to be paid in the form of installments, any subsequent installment payments to such Specified Employee will be paid within the first 90 days of the following calendar year and each subsequent year of the installment period.

(c)

Termination Benefit . Notwithstanding Section 5.02(a) above, upon the Participant’s Termination of Employment for reasons other than death, he shall be entitled to a Termination Benefit. The Termination Benefit shall be equal to the value of the Retirement/Termination Subaccount(s) and the value of any unpaid balances in any Specified Date Subaccounts that are not in pay status. The Termination Benefit shall be based on the value of such Subaccount(s) as of the Reporting Date on or immediately preceding the date such payment is processed. Payment of the Termination Benefit will be made within 90 days of the first day of the month following the Participant’s Termination of Employment, provided, however, that with respect to a Participant who is a Specified Employee as of the date such Participant incurs a Termination of Employment, payment pursuant to the provisions of this paragraph of any remaining portion of his Retirement/Termination or Specified Date Subaccounts will be delayed until the first day of the seventh month following the date his Termination of Employment occurs.

(d)

Death Benefit . In the event of the Participant’s death, his designated Beneficiary(ies) shall be entitled to a Death Benefit. The Death Benefit shall be equal to the remaining value of the (i) Participant’s Retirement/Termination Subaccount(s) and (ii) any unpaid balances in any Specified Date Subaccount(s). The Death Benefit shall be based on the value of such Subaccounts as of the Reporting Date on or preceding the date such payment is processed. Payment of such Death Benefit shall be made in a single lump sum within 90 days of the last day of the month following the month in which such Participant’s death occurs.

5.03

Method of Payment

(a)

(i) Except as otherwise provided in clause (ii) below, the distribution of the Participant’s Retirement/Termination Subaccount and Specified Date Subaccount(s) shall be made in cash in the form of a lump sum.

(ii)

If at the time the Participant completes his Deferral Agreement with respect to a Plan Year, he elects that such Deferrals be distributed pursuant to Section 5.01(a)(i), such Participant may elect that the value of his Retirement/Termination Subaccount attributable to such Deferrals be paid in ratable annual cash installments for a period of years, not to exceed 15 years, in lieu of a cash lump sum payment. However, if such Participant incurs a Separation of Service prior to Retirement, the total value of his Deferral Account shall be distributed in cash in a single lump sum payment. For purposes of this Article 5, installment payments will be treated as a single form of payment.

(iii)

In the absence of an election by a Participant in a Deferral Agreement of the method of payment with respect to the value of such Deferrals, payment of such amounts shall be made in a single lump sum.

(iv)

Elections with respect to the form of payment of any portion of a Participant’s Deferral Account cannot be changed on or after January 1, 2009.

(b)

Rules Applicable to Installment Payments. During an installment payment period, the Participant’s Deferral Account shall continue to be credited with earnings or losses as described in Section 4.01. Annual installment payments will be made beginning as of the payment commencement date set forth in Section 5.02(b). Each subsequent installment shall be made within the first 90 days of the calendar year of the year following the date the first installment payment is made pursuant to Section 5.02(b) and each subsequent year of the installment period. The amount of each installment payment shall be determined by dividing (a) by (b), where (a) equals the value of the portion of the Participant Retirement/Termination Subaccount to be paid in such installments as of the Reporting Date of determination and (b) equals the remaining number of such installment payments.

(c)

Notwithstanding any Plan provision to the contrary, if a Participant dies before receiving payment of the entire balance of his Accounts, an amount equal to the value of the Participant’s Death Benefit shall be payable in a single cash lump sum payment to his Beneficiary in accordance with the provision of Section 5.02(d).

5.04

Change of Elections

(a)

Changes in Specified Calendar Year Election. In accordance with such procedures as the Administrative Committee may prescribe, a Participant may elect to delay the payment of Deferrals in a Specified Date Subaccount(s) by specifying a new specified distribution year applicable to such deferrals, subject to the following limitations:

(1)

such election must be made at least 12 months prior to the specified distribution year then in effect with respect to that particular Specified Date Subaccount and such election will not become effective until at least 12 months after the date on which the election is made; and

(2)

the new specified distribution date shall be a calendar year that is not less than five (5) years after the specified distribution year then in effect.

(b)

Acceleration of or Delay in Payments. The Administrative Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Administrative Committee may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant hereunder, to the extent permitted under Treas. Reg. Section l.409A-2(b)(7).

(c)

Transition Rules. Notwithstanding anything in the Plan to the contrary, the Administrative Committee may, in its discretion and subject to such terms and conditions as it may from time to time prescribe, allow Participants to change the time of payment or portion of payment of all or a portion of their Deferral Accounts prior to January 1, 2009 in accordance with applicable transition relief provided with respect to Code Section 409A, dated regulations and other applicable guidance.

5.05

Withdrawals