CERIDIAN CORPORATION DEFERRED COMPENSATION PLAN

1.1.

PLAN NAME. The name of the Plan is the “Ceridian Corporation Deferred Compensation Plan.”

1.2.

PLAN PURPOSES. The purposes of the Plan are to

(a)

assist the Participating Employers in attracting and retaining key executives,

(b)

provide an employer-sponsored tax-deferred capital accumulation vehicle for key executives and members of the Company’s board of directors,

(c)

encourage additional retirement savings by eligible executives and directors, and

(d)

provide supplemental retirement income to certain highly compensated and key employees of the Participating Employers in amounts that cannot be provided under the qualified retirement plans maintained by the Participating Employers.

1.3.

PLAN TYPE. The Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation for Qualified Directors and a select group of management or highly compensated employees. It is intended that, with respect to participation by Qualified Directors, ERISA will not apply to the Plan and that, with respect to participation by Qualified Employees, the Plan is exempt from the provisions of Parts 2, 3 and 4 of Subtitle B of Title I of ERISA by operation of sections 201(2), 301(a)(3) and 401(a)(4) thereof, respectively, and from the provisions of Title IV of ERISA, to the extent otherwise applicable, by operation of section 4021(b)(6) thereof. The Plan is also intended to be unfunded for tax purposes. The Plan will be construed and administered in a manner that is consistent with and gives effect to the foregoing.

1.4.

PLAN BACKGROUND.

(a)

The Company adopted the Plan effective as of January 1, 1995.

(b)

Effective as of January 1, 1999, the Plan was restated and the name of the Plan was changed from the Ceridian Corporation Deferred Compensation Plan to the Ceridian Corporation Executive Investment Plan. Effective August 1, 2001 the Plan was renamed the Ceridian Corporation Deferred Compensation Plan.

(c)

In connection with the spin-off by Ceridian Corporation of all of the outstanding common stock of New Ceridian Corporation (“New Ceridian”), a Delaware corporation and wholly owned subsidiary of Ceridian Corporation (the “New Ceridian Spin-off”), the Plan was amended, effective as of March 27, 2001, to effect the transfer of sponsorship of the Plan from Ceridian Corporation to New

Ceridian Corporation. Following the New Ceridian Spin-off, Ceridian Corporation was renamed Arbitron Inc. and New Ceridian was renamed Ceridian Corporation.

(d)

Effective January 1, 2003, the Plan was amended and restated to provide Restoration Matching Credits and Supplemental Matching Credits for certain Qualified Employees.

1.5.

APPLICABILITY.

(a)

The terms of the Plan as restated effective as of January 1, 1999 apply only to a Participant who

(i)

experiences a Severance or Disability after December 31, 1998 and

(ii)

elects deferrals pursuant to Section 3.2 for a Plan Year beginning after December 31, 1998 or makes an election pursuant to Section 3.6(i)(iii) to have the entire portion of his or her Participant Deferral Account attributable to deferral credits for Plan Years ending before January 1, 1999 credited with earnings in accordance with Section 3.6 without regard to Section 3.6 (i).

(b)

If a credit is made to the Discretionary Account of a Participant to whom the terms of the Plan, as restated effective as of January 1, 1999, are not otherwise applicable, the terms of the Plan as restated effective as of January 1, 1999 will apply to the Participant but only with respect to his or her Discretionary Account.

(c)

Section 3.4, relating to Restoration Matching Credits, is effective January 1, 2003. Section 3.5, relating to Supplemental Matching Credits, is effective January 1, 2003.

2.1.

ELIGIBILITY FOR PARTICIPANT DEFERRAL CREDITS.

(a)

First Day of Plan Year.

(i)

Qualified Employee. An individual who is a Qualified Employee on the first day of a Plan Year is eligible to defer Base Compensation pursuant to Section 3.2(a) and Annual Bonus pursuant to Section 3.2(b) with respect to the Plan Year.

(ii)

Qualified Director. An individual who is a Qualified Director on the first day of a Plan Year is eligible to defer Base Compensation pursuant to Section 3.2(a) with respect to the Plan Year.

(b)

During Plan Year.

(i)

Qualified Employee. An individual who becomes a Qualified Employee after the first day of a Plan Year is eligible to defer Base Compensation pursuant to Section 3.2(a) and Annual Bonus pursuant to Section 3.2(b) with respect to the remainder of the Plan Year.

(ii)

Qualified Director. An individual who becomes a Qualified Director after the first day of a Plan Year is eligible to defer Base Compensation pursuant to Section 3.2(a) with respect to the remainder of the Plan Year.

2.2.

LOSS OF ELIGIBILITY FOR PARTICIPANT DEFERRAL CREDITS.

(a)

Reasons.

(i)

Ceasing to be Qualified Employee. An Employee Participant will cease to be eligible to defer Base Compensation and Annual Bonus as of the date on which he or she ceases to be a Qualified Employee.

(ii)

Ceasing to be a Qualified Director. A Director Participant will cease to be eligible to defer Base Compensation as of the date on which he or she ceases to be a Qualified Director.

(iii)

Unforeseeable Emergency. A Participant who, pursuant to Section 3.2(a)(iii) or Section 3.2(b)(iii), has revoked a deferral election in connection with an Unforeseeable Emergency, or pursuant to Section 4.1(b), has received a distribution due to an Unforeseeable Emergency, is not eligible to defer Base Compensation or Annual Bonus with respect to the remainder of the Plan Year during which the revocation occurs or the distribution is received, as the case may be, and the immediately following Plan Year.

(iv)

Accelerated Distribution. A Participant who, pursuant to Section 4.1(c), has received an accelerated distribution, is not eligible to defer Base Compensation or Annual Bonus with respect to the remainder of the Plan Year during which the distribution is received and the immediately following Plan Year.

(v)

401(k) Hardship Withdrawal. A Qualified Employee who receives a hardship withdrawal from a 401(k) plan maintained by a Participating Employer, or by any other employer required to be aggregated with the Participating Employer under Code section 414(b), (c), (m) or (o), is not eligible to defer Base Compensation or Annual Bonus under the Plan to the extent required to comply with the terms of the 401(k) Plan.

(b)

Affect on Deferral Elections. An Active Participant who, pursuant to Subsection (a), loses his or her eligibility to defer for a Plan Year is not eligible for further deferral credits relating to deferral elections made pursuant to Section 3.2 for the Plan Year other than credits relating to Base Compensation with respect to the period before the loss of eligibility, and any other Base Compensation or Annual Bonus that would have otherwise been deferred in connection with a deferral election made pursuant to Section 3.2 for the Plan Year will be paid to the Participant as if he or she had not made the deferral election.

2.3.

TRANSFER AMONG PARTICIPATING EMPLOYERS. An Employee Participant who transfers employment from one Participating Employer to another Participating Employer and who continues to be a Qualified Employee after the transfer will, for the duration of the Plan Year during which the transfer occurs, continue to participate in Participant Deferral Credits pursuant to Section 3.2 of the Plan, in accordance with the deferral election in effect for the portion of the Plan Year before the transfer, as a Qualified Employee of such other Participating Employer.

2.4.

MULTIPLE EMPLOYMENT. An Employee Participant who is simultaneously employed as a Qualified Employee with more than one Participating Employer will participate in the Plan as a Qualified Employee of all such Participating Employers on the basis of a single deferral election pursuant to Section 3.2 applied ratably to his or her Base Compensation from each Participating Employer and applied ratably to his or her Annual Bonus from each Participating Employer if the Annual Bonus deferral election was made in a dollar amount or applied separately to his or her Annual Bonus from each Participating Employer if the election was made in a percentage.

2.5.

ELIGIBILITY FOR RESTORATION MATCHING CREDIT. Each Qualified Employee who, for the Plan Year, elected to contribute, and had contributed on his or her behalf to the Qualified 401(k) Plan the maximum pre-tax elective deferral amount permitted under such plan (but not including catch-up contributions permitted under Code section 414(v)), is eligible to receive a Restoration Matching Credit. A Qualified Employee is not entitled to receive a Restoration Matching Credit for a Plan Year if he or she has a Severance, other than on account of death or Disability, on or before the last day of the Plan Year.

2.6.

ELIGIBILITY FOR SUPPLEMENTAL MATCHING CREDIT. A Qualified Employee is eligible to receive a Supplemental Matching Credit for a Plan Year pursuant to Section 3.5 if he or she

(a)

is eligible to receive a Restoration Matching Credit for the Plan Year;

(b)

is an executive officer of the Company or an Affiliate; and

(c)

has been designated by the Compensation and Human Resources Committee of the Board of Directors of the Company as eligible to receive a Supplemental Matching Credit.

2.7.

CONDITIONS OF PARTICIPATION. Each Qualified Employee and Qualified Director, as a condition of participation in the Plan, is bound by all the terms and conditions of the Plan and the Plan Rules, and must furnish to the Administrator such pertinent information and execute such election forms and other instruments as the Administrator or Plan Rules may require by such dates as the Administrator or Plan Rules may establish. All elections, directions, designations and similar actions required in connection with the Plan must be made in accordance with and are subject to the terms of the Plan and Plan Rules.

2.8.

TERMINATION OF PARTICIPATION. A Participant will cease to be a Participant as of the date on which he or she is not then eligible to make deferrals or to receive a Restoration Matching Credit and his or her entire Account balance has been distributed.

3.1.

PARTICIPANT ACCOUNTS.

(a)

Participant Deferral Account. For each Participant who elects deferrals pursuant to Section 3.2, the Administrator will establish and maintain a Participant Deferral Account.

(b)

Discretionary Account. For each Participant for whom a Participating Employer elects to make a discretionary credit pursuant to Section 3.3, the Administrator will establish and maintain a Discretionary Account.

(c)

Restoration Matching Account. For each Participant who is eligible to receive a Restoration Matching credit pursuant to Section 3.4, the Administrator will establish and maintain a Restoration Matching Account.

(d)

Supplemental Matching Account. For each Participant who is eligible to receive a Supplemental Matching Credit pursuant to Section 3.5, the Administrator will establish and maintain a Supplemental Matching Account.

(e)

Subaccounts.

(i)

Multiple Participating Employers. If an Employee Participant makes deferrals with respect to Base Compensation or Annual Bonus from more than one Participating Employer, or receives discretionary credits attributable to service with more than one Participating Employer, amounts attributable to each Participating Employer will be credited to separate subaccounts within the appropriate Account.

(ii)

Prime Rate Earnings Method. The portion of a Participant’s Participant Deferral Account balance with respect to which earnings credits are made pursuant to Section 3.6(i) will be credited to a separate subaccount within the Account if deferrals are credited to the Account pursuant to Section 3.2 for any Plan Year beginning after December 31, 1998.

(iii)

Multiple Vesting Schedules. If a Participating Employer specifies different vesting schedules applicable to discretionary credits made pursuant to Section 3.3, or has different vesting schedules for supplemental matching credits under Section 3.7(c), the Administrator will maintain separate subaccounts within the Participant’s Discretionary Account and Supplemental Matching Account, each of which will evidence amounts credited to the Account pursuant to Section 3.3 or 3.5 with respect to which the applicable vesting schedule or vested interest is identical.

(iv)

Grandfathered Distribution Elections. If a Participant made distribution elections under the provisions of the Plan in effect prior to January 1, 1999

pursuant to which distributions are scheduled to be made or to begin before January 1, 2001, the Administrator will maintain separate subaccounts within the Participant’s Participant Deferral Account each of which will evidence amounts credited to the Account pursuant to any such election with respect to which the Participant has elected an identical form and timing of distribution.

3.2.

PARTICIPANT DEFERRAL CREDITS.

(a)

Base Compensation. Base Compensation deferrals will be made in accordance with the following rules:

(i)

An Active Participant may elect to defer all or any portion of his or her Base Compensation for a Plan Year. Unless the Participant revokes the election pursuant to clause (iii), the election will remain in effect through the end of the last pay period that ends during the Plan Year. Plan Rules may specify minimum and maximum deferral amounts for a Plan Year, payroll periods or both.

(ii)

An election made pursuant to this subsection will be effective at the time and in the manner specified in Plan Rules after the Administrator receives a complete and accurate election provided receipt is prior to the first day of the Plan Year to which the election relates or, in the case of an individual who becomes a Qualified Employee or a Qualified Director after the first day of a Plan Year, within 30 days after he or she becomes a Qualified Employee or Qualified Director.

(iii)

An Active Participant may revoke a deferral election made pursuant to this subsection after the election becomes effective if, and only if, the Participant submits a request to the Administrator in the manner specified in Plan Rules and the Administrator determines that the Participant has experienced an Unforeseeable Emergency. The revocation will be effective as soon as administratively practicable after the Administrator’s determination that the Participant has experienced an Unforeseeable Emergency.

(iv)

Any election or revocation pursuant to this subsection applies only to Base Compensation relating to services performed after the effective date of the election or revocation.

(b)

Annual Bonus. Annual Bonus deferrals by an Employee Participant will be made in accordance with the following rules:

(i)

An Employee Participant may elect to defer all or any portion of his or her Annual Bonus for the Plan Year from a minimum percentage or dollar amount to a maximum percentage or dollar amount, as specified in Plan Rules.

(ii)

An election made by an Employee Participant pursuant to this subsection will be effective at the time and in the manner specified in Plan Rules after the Administrator receives a complete and accurate election provided receipt is prior to the last day of the Plan Year immediately preceding the Plan Year in which the Annual Bonus is earned or, in the case of an individual who becomes a Qualified Employee after the first day of a Plan Year, within 30 days after he or she becomes a Qualified Employee.

(iii)

An Active Participant may revoke a deferral election made pursuant to this subsection after the election becomes effective if, and only if, the Participant submits a request to the Administrator at the time and in the manner specified in Plan Rules and the Administrator determines that the Participant has experienced an Unforeseeable Emergency. The revocation will be effective as soon as administratively practicable after the Administrator’s determination that the Participant has experienced an Unforeseeable Emergency.

(iv)

Any election pursuant to this subsection for a Plan Year by an Employee Participant who becomes a Qualified Employee after the first day of the Plan Year applies only to the portion of the Annual Bonus relating to services performed after the effective date of the election, as determined by the Administrator.

(c)

Administrative Reduction. The Administrator may reduce the amount of any deferral that would otherwise be made pursuant to this section to the extent determined by the Administrator to be necessary to effect any required payroll withholding, contributions or deferrals pursuant to any other plan maintained by any Affiliate or any other deductions.

(d)

Timing of Credits. Deferrals of an Active Participant’s Base Compensation and Annual Bonus pursuant to this section will be credited to his or her Participant Deferral Account not later than the last day of the calendar month first following the date on which the Participant would have otherwise received the Base Compensation or Annual Bonus but for his or her deferral election pursuant to this section.

3.3.

DISCRETIONARY CREDITS. A Participating Employer may from time to time credit the Discretionary Account of any Participant with an amount determined by the Participating Employer. If a Participating Employer chooses to make such a credit, the Administrator will in accordance with Plan Rules provide the Participant with a notice that specifies the amount of the credit, the timing of the credit, any conditions that the Participant must satisfy to be entitled to the credit and how the Participant will become vested in the portion of his or her Discretionary Account attributable to the credit. Credits pursuant to this section will be made, if at all, on a Participant-by-Participant basis. If a Participating Employer chooses to credit the Discretionary Account of a Participant, the Participating Employer is not, as a result, required to make any credit to the Discretionary Account of any other Participant, whether or not he or she is otherwise similarly situated.

3.4.

RESTORATION MATCHING CREDITS. As of the last day of the Plan Year, the Administrator shall credit to the Restoration Matching Account of each Employee Participant who satisfies the eligibility requirements of Section 2.5 an amount equal to the Participant’s Matching Percentage multiplied by the amount of the Participant’s Earnings which is in excess of the Code section 401(a)(17) limit in effect on the first day of the Plan Year.

3.5.

SUPPLEMENTAL MATCHING CREDITS.

(a)

As of the last day of the Plan Year, the Administrator shall credit to the Supplemental Matching Account of each Employee Participant who satisfies the eligibility requirements of Section 2.6, an amount equal to two (2) times the Participant’s Matching Percentage multiplied by the Participant’s Total Compensation.

(b)

Supplemental Matching Credits are subject to the vesting provisions of Section 3.7(c).

3.6.

EARNINGS CREDITS.

(a)

Designation of Investment Funds. The Administrator will designate two or more investment funds which will serve as the basis for determining adjustments pursuant to this section. The Administrator may, from time to time, designate additional investment funds or eliminate any previously designated investment funds. The designation or elimination of a fund pursuant to this subsection is not a Plan amendment. The Administrator will not be responsible in any manner to any Participant or other person for any damages, losses, liabilities, costs or expenses of any kind arising in connection with any designation or elimination of an investment fund.

(b)

Participant Direction. A Participant must direct the manner in which amounts credited to his or her Account pursuant to Section 3.2, 3.3, 3.4 or 3.5 will be deemed to be invested among the investment funds designated pursuant to Subsection (a). Amounts will be deemed to be invested in accordance with the Participant’s direction on or as soon as administratively practicable after the date as of which the amounts are credited to the Participant’s Account. Amounts credited under Sections 3.3, 3.4 and 3.5 to the Discretionary Account, the Restoration Matching Account and the Supplemental Matching Account, respectively, may not be directed into the Company Stock Fund. If a Participant fails to direct the manner in which amounts credited to his or her Account will be deemed to be invested, then the Administrator will treat the Account as invested in the default investment fund(s) as determined in accordance with Plan Rules.

(c)

Change in Direction for Future Credits. A Participant may direct a change in the manner in which future credits to his or her Account pursuant to Section 3.2, 3.3, 3.4 or 3.5 will be deemed to be invested among the investment funds designated pursuant to Subsection (a). The direction will be effective for amounts credited to the Participant’s Account pursuant to Section 3.2, 3.3, 3.4 or 3.5 at the time and in the manner specified in Plan Rules after the date on which the Administrator receives the direction from the Participant.

(d)

Change in Direction for Existing Account Balance. A Participant may direct a change in the manner in which his or her existing Account balance is deemed to be invested among the investment funds designated pursuant to Subsection (a). The direction will be effective at the time and in the manner specified in Plan Rules after the date on which the Administrator receives the direction from the Participant.

(e)

Account Adjustment. The Administrator will cause Participants’ Accounts to be separately adjusted as of each Valuation Date, in a manner determined by the Administrator to be uniform and equitable, to reflect the income, expense, gains, losses, fees and the like that would have resulted since the last Valuation Date had the Participant’s investment directions pursuant to this section actually been implemented. To the extent determined by the Administrator to be necessary in conjunction with any distribution pursuant to the Plan, the Administrator will cause the Account from which the distribution is to be made to be adjusted to reflect a good faith estimate by the Administrator of any fees and other expenditures payable after the date of the distribution in connection with deemed investment activity in the Account through and including the date of the distribution. Any such estimate is binding on the Participating Employer and the person to whom the distribution is made.

(f)

Administrator’s Obligations and Responsibilities. The sole obligation of the Administrator with respect to the designation or elimination of any investment fund designated pursuant to Subsection (a) is to act in accordance with the express terms of Subsection (a). By way of example and without limiting the previous sentence, the Administrator is not required, and no course of conduct will cause it to be required, to investigate or monitor any designated fund to any extent or for any purpose or to take or refrain from taking any action with respect to a fund because of any aspect of the performance of the fund. The designation of a limited number of investment funds is solely for administrative convenience and in no way reflects any endorsement of any such funds by the Administrator.

(g)

Deemed Investment. Trust assets are not required to be invested in accordance with a Participant’s directions and the balance of all Accounts pursuant to the Plan will be determined pursuant to this section and other applicable sections of the Plan without regard to the actual amount of Trust assets.

(h)

Participant Responsibilities. Each Participant is solely responsible for any and all consequences of his or her investment directions made pursuant to this section. Neither any Participating Employer, any of its directors, officers or employees nor the Administrator has any responsibility to any Participant or other person for any damages, losses, liabilities, costs or expenses of any kind arising in connection with any investment direction made by the Participant pursuant to this section.

(i)

Prime Rate Method.

(i)

General. The entire portion of a Participant’s Participant Deferral Account attributable to deferral credits for Plan Years ending before January 1, 1999 will be credited with earnings in accordance with clause (ii) unless the Participant elects not to have this subsection apply in accordance with clause (iii).

(ii)

Method. As of the last day of each calendar month, the Administrator will, in accordance with Plan Rules, credit the Participant Deferral Account of each Participant to whom this clause applies with earnings in an amount equal to the “applicable percentage” of the average daily balance of the Account for the month. The applicable percentage for a given month is the monthly equivalent of the annual prime rate of interest in effect on the first banking day of the month as reported in The Wall Street Journal or other national financial publication selected by the Administrator.

(iii)

Election. A Participant who is an Active Participant on January 1, 1999 may make a one time irrevocable election to have the entire portion of his or her Participant Deferral Account attributable to deferral credits for Plan Years ending before January 1, 1999 credited with earnings in accordance with the other provisions of this section without regard to this subsection. The election must be made on a form provided by the Administrator, must specify the investment funds or funds in which his or her Participant Deferral Account will be deemed to be invested as of the effective date of the direction and must be received by the Administrator on a date specified in Plan Rules which is not later than December 31, 1998. The election will be effective on or as soon as administratively practicable after January 1, 1999. If a Participant fails to make an election pursuant to this clause, the Participant will not have any other opportunity to change the method for crediting earnings to the portion of his or her Participant Deferral Account attributable to deferral credits for Plan Years ending before January 1, 1999.

(j)

Company Stock Fund. Effective as of August 1, 2001, the Company Stock Fund will be one of the designated investment funds under Subsection (a); provided, however, it is not a designated investment fund for amounts credited under the Discretionary Account, the Restoration Matching Account or the Supplemental Matching Account. This subsection contains special rules applicable to the Company Stock Fund. Unless otherwise expressly provided in this subsection, the Company Stock Fund is subject to all of the provisions of the Plan applicable to other designated investment funds including, without limitation, the other subsections of this section.

(i)

Description. The Company Stock Fund will be deemed to be invested in Company Stock.

(ii)

Eligibility. To be eligible to direct to have his or her Account deemed to be invested in the Company Stock Fund, a Participant must be an Employee Participant who is either covered by the Company’s executive stock ownership guidelines or selected by the Compensation and Human Resources Committee of the Company’s Board. A Participant who is selected by the Compensation and Human Resources Committee of the Company’s Board will be eligible to direct to have his or her Account deemed to be invested in the Company Stock Fund effective as of a date specified in a written notice provided to the Participant by the Administrator.

(iii)

Deemed Investments. All deemed investments in the Company Stock Fund, whether pursuant to Subsection (b), (c) or (d), will be effective as of the last day of the calendar month that first follows by at least 10 days (or such shorter period as Plan Rules may allow) the date on which (1) the Administrator receives the direction from the Participant or (2) in the case of such a direction pursuant to Subsection (b) relating to amounts credited to the Participant’s Account after the effective date of the direction pursuant to Subsection (b) and before the effective date of a change in the direction pursuant to Subsection (c), the date as of which the amounts are credited to the Participant’s Account. Deemed investments in the Company Stock Fund will be reflected in full and fractional shares of Company Stock. The conversion of dollar denominated credits into shares in connection with any deemed investment in the Company Stock Fund will be made by dividing the dollar amount of the deemed investment by the Price per Share on the effective date of the deemed investment.

(iv)

Company Stock Premium. A Participant who makes a deemed investment in the Company Stock Fund is entitled to an additional credit in an amount equal to 15 percent of the dollar value of the Participant’s deemed investment (the “Company Stock Premium”). The dollar value of the Company Stock Premium will be converted into full and fractional shares of Company Stock in accordance with clause (iii) and the shares will be credited to the Participant’s Account within the Company Stock Fund as of the effective date of the deemed investment to which the Company Stock Premium relates.

(v)

Vesting of Company Stock Premium. A Participant will acquire a fully vested nonforfeitable right to any Company Stock Premium credited to his or her Account as of the first Vesting Date within a Plan Year, provided that the Participant remains continuously employed with the Company and its Affiliates from the date as of which the Company Stock Premium is credited to his or her Account through the Vesting Date.

(vi)

Transfer Restrictions. A Participant may not direct a transfer out of the Company Stock Fund pursuant to Subsection (d) at any time.

(vii)

Dividends. If the Company pays dividends on Company Stock, Accounts that are deemed to be invested in the Company Stock Fund will be adjusted to reflect the dividend in accordance with Plan Rules.

3.7.

VESTING.

(a)

Subject to the rules of Section 3.6(j)(v) regarding vesting of the Company Stock Premium, each Participant always has a fully vested nonforfeitable interest in his or her Participant Deferral Account and his or her Matching Restoration Account.

(b)

Each Participant will acquire a vested nonforfeitable interest in the portion of his or her Discretionary Account attributable to a credit made pursuant to Section 3.3 to the extent specified by the Administrator in the notice provided in connection with the credit in accordance with Section 3.3.

(c)

With respect to any amount credited to the Participant’s Supplemental Matching Account (and related earnings credits) as of a date within a given Plan Year, the Participant shall vest one-third each Plan Year and only as of the last day of each such Plan Year over the three year period that starts on the first day of the Plan Year for which the supplemental matching credit is credited to the Participant’s Account. Notwithstanding the foregoing, each Participant will acquire a vested nonforfeitable interest in credits to his or her Supplemental Matching Account (and related earnings credits) as of (i) the effective date of a Change of Control, (ii) the date of the Participant’s death, (iii) the effective date of the Participant’s Disability, (iv) attainment of age 65, or (v) attainment of age 55 and completion of at least 10 years of Vesting Service. If a Participant’s Severance occurs prior to the date on which a credit under the Supplemental Matching Account becomes vested, such amount will be immediately, permanently and completely forfeited as of his or her Severance Date and the Participant will have no right to the forfeited amounts.

4.1.

DISTRIBUTION TO PARTICIPANT BEFORE SEVERANCE OR DISABILITY.

(a)

In-Service Distributions.

(i)

Each Participant will be provided with one opportunity to elect to receive a distribution of all or any portion of his or her Participant Deferral Account as of a specified date or dates prior to his or her Severance date or Disability. The election must be made in conjunction with the first deferral election that the Participant makes pursuant to Section 3.2 that relates to a Plan Year beginning after December 31, 1998. The Participant will not have any other opportunity to make an election pursuant to this subsection.

(ii)

The first distribution date specified in an election made pursuant to clause (i) may not be before the first day of the second Plan Year after the Plan Year to which the deferral election relates. A Participant may not specify more than one distribution date per Plan Year.

(iii)

A Participant will be provided with one opportunity to elect to either delay or cancel each date specified in an election made pursuant to clause (i). An election pursuant to this clause will not be valid and will not have any effect unless it is made on a properly completed form received by the Administrator before the first day of the Plan Year immediately preceding the Plan Year that includes the distribution date originally specified.

(iv)

If the Participant experiences a Severance or Disability before a specified date, the Participant’s election pursuant to this subsection will become ineffective on his or her Severance date or Disability and distribution of his or her remaining Account balance will be made pursuant to Section 4.2 or 4.3, as the case may be.

(v)

Any distribution pursuant to this subsection will be made in a lump sum cash payment on or as soon as administratively practicable after the date specified by the Participant. If the Participant elected a specific dollar amount, the amount of the distribution will be the specified amount or the balance of the Participant’s Participant Deferral Account as of the Valuation Date coinciding with or immediately preceding the date on which the payment is made (reduced by the amount of any other distribution from the Account after that Valuation Date), whichever is less. If the Participant elected a specific percentage of the Participant Deferral Account, the amount of the distribution will be the specified percentage of the Participant’s Participant Deferral Account as of the Valuation Date coinciding with or immediately preceding the date on which the payment is made (reduced by the amount of any other distribution from the Account after that Valuation Date).

(b)

Withdrawals Due to Unforeseeable Emergency. Prior to a Participant’s Severance date or Disability, a distribution will be made to a Participant from his or her Participant Deferral Account if the Participant submits a written distribution request to the Administrator and the Administrator determines that the Participant has experienced an Unforeseeable Emergency. The amount of the distribution may not exceed the lesser of (a) the amount necessary to satisfy the emergency, as determined by the Administrator, and (b) the balance of the Participant Deferral Account as of the Valuation Date coinciding with or immediately preceding the date of the distribution (reduced by the amount of any other distribution from the Account after that Valuation Date). The distribution will be made in the form of a lump sum cash payment as soon as administratively practicable after the Administrator’s determination that the Participant has experienced an Unforeseeable Emergency.

(c)

Accelerated Distribution. Prior to a Participant’s Severance date or Disability, the Participant may elect to receive a distribution in an amount equal to 90 percent of his or her Participant Deferral Account balance as of the Valuation Date coinciding with or immediately preceding the date on which the payment is made (reduced by the amount of any other distribution from the Account after that Valuation Date), and the remaining 10 percent balance of the Participant Deferral Account will be permanently forfeited as of that Valuation Date. The distribution will be made in the form of a lump sum cash payment as soon as administratively practicable after the Participant’s properly completed written election is filed with the Administrator.

(d)

Reduction of Account Balance. The balance of the Participant’s Participant Deferral Account will be reduced (but not below zero) by the amount of the distribution as of the beginning of the next day after the Valuation Date coinciding with or last preceding the date of the distribution.

(e)

No Distributions From Company Stock Fund. A Participant is not entitled to receive a distribution pursuant to this section of any portion of his or her Account that is deemed to be invested in the Company Stock Fund pursuant to Section 3.4(j). Accordingly, in connection with any distribution made to a Participant pursuant to this section, the portion of the Participant’s Account that is deemed to be investe