MEADWESTVACO CORPORATION EXECUTIVE RETIREMENT PLAN

1.01.

H ISTORY OF THE P LAN

(a)

The Mead Corporation and Westvaco Corporation became wholly owned subsidiaries of MW Holding Corporation, the name of which was subsequently changed to MeadWestvaco Corporation, effective January 29, 2002. In connection with this event, MeadWestvaco Corporation (the “Company”) assumed sponsorship of the benefit plans maintained by the Mead Corporation and Westvaco Corporation.

(b)

Before the events described in Section 1.01(a) above, the Mead Corporation sponsored a supplemental executive retirement plan for its eligible employees and the eligible employees of certain of its subsidiaries, known as the Mead Corporation Supplemental Executive Retirement Plan (the “Mead SERP”).

(c)

The Board of Directors of the Company adopted resolutions in 2004 providing for participation by certain senior executives of the Company and its Affiliates in a supplemental executive retirement plan having terms approved by the Compensation and Organizational Development Committee of the Board of Directors. The Board of Directors further authorized certain officers of the Company, including the Chief Executive Officer, to take all actions deemed by such officers to be necessary or appropriate to effectuate the resolutions. The Mead SERP has been amended and restated in accordance with these resolutions and has been renamed as the MeadWestvaco Corporation Executive Retirement Plan (the “Plan”).

(d)

Effective January 1, 2007, the Plan was frozen to new entrants. As a result of this freeze, no individual who was not a Participant in the Plan as of December 31, 2006 shall be a Participant in the Plan.

1.02.

P URPOSES OF THE P LAN

(a)

The purposes of the Plan are to attract mid-career senior executive hires, retain talented senior executives, and provide recognition to long-service senior executives by providing them with competitive supplementary retirement income, in addition to that provided under the Company’s tax-qualified and other non-qualified defined benefit plans.

(b)

The Plan is intended to be and shall be operated and administered as a plan primarily providing deferred compensation to a “select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3), or 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and shall not be subject to the participation and vesting requirements, funding provisions, or the fiduciary duty rules of ERISA.

1.03.

S ECTION  409A OF THE I NTERNAL R EVENUE C ODE OF 1986, AS A MENDED (“S ECTION 409A”)

(a)

Effective January 1, 2005, with respect to any individual who is an Active Participant in the Plan after January 29, 2004:

(1)

All benefits under the Plan shall be subject to the requirements of Section 409A.

(2)

The Plan shall comply with the requirements of, and shall be operated, administered, and interpreted in accordance with Section 409A;

(3)

For the period from January 1, 2005 through December 31, 2008, the Company and the Plan Administrator had sole discretion to override the terms set forth in the plan document for the Plan to the extent that the Company or the Plan Administrator determined to be necessary or appropriate to comply with a good-faith, reasonable interpretation of the requirements of Section 409A.

(4)

If the Company determines that any provision of the Plan is or might be inconsistent with the restrictions imposed by Section 409A, such provision shall be deemed to be amended to the extent that the Company and the Plan Administrator determines is necessary to bring it into compliance with the requirements of Section 409A. Any such deemed amendment shall be effective as of the earliest date such amendment is necessary under Section 409A.

(b)

No provision in the Plan shall be interpreted or construed to (1) create any liability for the Company or any Affiliate, or any of their employees, officers, directors, or other service providers, related to a failure to comply with Section 409A, or (2) transfer any liability for a failure to comply with section 409A from a Participant or other individual to the Company or any Affiliate, or any of their employees, officers, directors, or other service providers.

(c)

The provisions of this restatement of the Plan, including the requirement to comply with Section 409A, shall not apply with respect to any individual who was not an Active Participant in the Plan after January 29, 2004. All benefits payable to any individual who was an Inactive Participant as of January 29, 2004 (as listed in Appendix D) shall be paid in accordance with the terms of the Pre-2004 Plan, which are reproduced at Exhibit E. With respect to such Inactive Participants:

(1)

The terms of the Pre-2004 Plan shall not be “materially modified” (within the meaning of Section 885(d)(2)(B) of the American Jobs Creation Act of 2004), whether by amendment to the Plan or otherwise, unless (and only to the extent that) the amendment or other action that would materially modify the Plan expressly states that it is intended to constitute a “material modification” of the Plan with respect to such Inactive Participants; and

(2)

Unless expressly stated otherwise, any amendment or other action that would be deemed to constitute a “material modification” with respect to such Inactive Participants shall be null and void.

1.04.

A PPENDICES

(a)

Appendix A lists Active Participants who participated in the version of the Plan that was in effect before January 29, 2004, their service as of December 31, 2004 (“Years of Appendix A Service”), and the amount of their Grandfathered Benefits (as defined in Section 2.01(o) and Grandfathered CIC Benefits (as defined in Section 2.01(p)).

(b)

Appendix B lists individuals who became Participants in the Plan on January 29, 2004.

(c)

Appendix C lists the nonqualified deferred compensation plans that have been merged into the MeadWestvaco Corporation Retirement Restoration Plan.

(d)

Appendix D lists individuals who were Inactive Participants as of January 29, 2004.

(e)

Appendix E sets forth the terms of the Plan that were in effect on January 28, 2004 (the “Pre-2004 Plan”).

1.05.

E FFECTIVE D ATE

2.01.

D EFINITIONS

(a)

“Actual Commencement Date” shall mean, for any Participant, the later of (1) the first day of the seventh month that begins after his Termination Date or (2) the first day of the month coincident with or next following his 55th birthday.

(b)

“Affiliate” shall mean, with respect to each Employer, any person or entity that is required to be combined with such Employer as a single employer under Section 414(b) or (c) of the Code, except that the 80 percent ownership standard prescribed by Section 1563(a)(1), (2), and (3) of the Code and Treas. Reg. § 1.414(c)-2 shall be replaced with a 50 percent ownership standard.

(c)

“All-MERP Benefit” shall have the meaning set forth in Section 4.03(b)(1).

(d)

“Authorized Party” shall mean, (1) for the Chief Executive Officer and any Participant who reports directly to the Chief Executive Officer, the Committee, and (2) for any Participant who does not report directly to the Chief Executive Officer, the Chief Executive Officer or his designee.

(e)

“Board of Directors” shall mean the Board of Directors of the Company.

(f)

“Cause” shall mean:

(1)

the willful and continued failure of the Participant to perform substantially the Participant’s duties with the Company or Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Authorized Party which specifically identifies the manner in which the Authorized Party believes that the Participant has not substantially performed the Participant’s duties;

(2)

the willful engaging by the Participant in illegal conduct or gross misconduct; or

(3)

a clearly established violation by the Participant of the Company’s Code of Conduct that the Authorized Party determines to be materially and demonstrably injurious to the Company or any Affiliate;

(g)

“Change of Control” shall have the meaning set forth in Section 5.03. This definition of Change of Control is different than the Pre-2004 Plan’s definition of “Change in Control,” which is set forth in Section E-10.3.

(h)

“Chief Executive Officer” shall mean the chief executive officer of the Company.

(i)

“Code” shall mean the Internal Revenue Code of 1986, as amended.

(j)

“Committee” shall mean the Compensation and Organizational Development Committee of the Board of Directors.

(k)

“Company” shall mean MeadWestvaco Corporation, a Delaware corporation.

(l)

“Early Retirement Date” for a Participant shall mean his 62nd birthday.

(m)

“Employer” shall mean the Company and any Affiliate that, with the consent of the Board of Directors, has adopted the Plan. For purposes of Section 2.01(jj), the term “Employer” shall include the Mead Corporation and Westvaco Corporation.

(n)

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

(o)

“Grandfathered Benefit” shall mean, for any Participant listed in Appendix A, the “Grandfathered Benefit” for such Participant set forth in Appendix A. (Persons not listed in Appendix A do not have Grandfathered Benefits.) A Participant’s Grandfathered Benefit is based on the benefit he would have received under the terms of the Pre-2004 Plan (disregarding any required offset for benefits earned any plan maintained by a previous employer) if he had: (A) terminated employment involuntarily without Cause on December 31, 2004; and (B) begun receiving his benefit on the first day of the month coincident with or next following his 62nd birthday (or December 31, 2004, if later).

(p)

“Grandfathered CIC Benefit” shall mean, for any Participant, the “Grandfathered CIC Benefit” for such Participant set forth in Appendix A. (Persons not listed in Appendix A do not have Grandfathered CIC Benefits.) A Participant’s Grandfathered CIC Benefit is based on the annual benefit he would have received under the terms of the Pre-2004 Plan (disregarding any required offset for benefits earned any plan maintained by a previous employer) if a “Change in Control” (as defined in Section E-10.3) had occurred less than 24 months before December 31, 2004 and he had terminated employment on December 31, 2004, if such benefit were paid in the form of a single-life annuity commencing on the first day of the month coincident with or next following his 62nd birthday.

(q)

“Nominal Commencement Date” shall mean, for any Participant, the first day of the month coincident with or next following the later of (1) his Termination Date or (2) his 55th birthday.

(r)

“Normal Retirement Date” for a Participant shall mean his 65th birthday.

(s)

“Ongoing-SERP Benefit” shall have the meaning set forth in Section 4.03(b)(2).

(t)

“Participant” shall mean an individual who satisfies the requirements for participation in the Plan in Section 3.01 and whose accrued benefit under the Plan has not been forfeited or paid in full. An “Active Participant” shall mean a person who is an Active Participant as described in Section 3.01 and an “Inactive Participant” shall mean a person who is an Inactive Participant as described in Section 3.02.

(u)

“PIA” shall mean the Participant’s Primary Insurance Amount, as defined in the applicable Qualified Plan.

(v)

“Plan” shall mean the MeadWestvaco Corporation Executive Retirement Plan, as in effect and amended from time to time.

(w)

“Plan Administrator” shall mean the plan administrator appointed pursuant to Section 6.01(a).

(x)

“Plan FAP” shall mean a Participant’s “Final Average Pay” as defined in the applicable Qualified Plan, but calculated without regard to the provisions of the applicable Qualified Plan implementing Section 401(a)(17) of the Code.

(y)

“Plan Interest Rate” shall mean the interest rate that is required by the applicable Qualified Plan for purposes of converting a single-life annuity to a lump-sum payment commencing as of the first day of the month coincident with or next following his Termination Date. If the rate required by the Qualified Plan is determined by reference to a yield curve, the Plan Interest Rate shall mean the first segment of such yield curve.

(z)

“Pre-2004 Plan” shall mean the Plan as in effect as of January 28, 2004, as set forth in Appendix E.

(aa)

“Qualified Plan” shall mean the MeadWestvaco Corporation Retirement Plan for Salaried and Non-Bargained Hourly Employees, the MeadWestvaco Corporation Envelope Division Retirement Plan for Salaried and Non-Bargained Employees and any other “defined benefit plan” (as defined in Section 3 of ERISA) sponsored by the Company or an Affiliate that is qualified under Section 401(a) of the Code and that is designated by the Board of Directors or the Committee as a “Qualified Plan” for purposes of this Plan. For purposes of Section 4.01(a)(2) (and for any other purposes established by the Board of Directors or the Committee in accordance with the preceding sentence), the term “Qualified Plan” shall include the MeadWestvaco Corporation Retirement Plan for Bargained Hourly Employees.

(bb)

“Qualified Plan Assumptions” shall mean the actuarial tables and interest rates (including variations that apply for specific purposes, such as converting benefits to a lump sum amount) set forth in the most recent Qualified Plan covering the Participant for purposes of calculating actuarial equivalence and present value.

(cc)

“Retirement Plan” shall mean the MeadWestvaco Corporation Retirement Plan for Salaried and Non-Bargained Hourly Employees or any successor thereto.

(dd)

“Spouse” shall have the meaning set forth in the applicable Qualified Plan.

(ee)

“Termination Date” means the date of an individual’s “separation from service” (within the meaning of section 409A(a)(2)(A)(i) of the Code) with MeadWestvaco and its Affiliates, as determined by MeadWestvaco in accordance with Treas. Reg. § 1.409A-1(h)(1). For purposes of the Plan:

(1)

An individual who is on a leave of absence (with the expectation that he will return) and does not have a statutory or contractual right to reemployment shall be deemed to have had a “separation for service” on the first date that is more than six months after the commencement of such leave of absence. However, if the leave of absence is due to any medically determinable physical or mental impairment that can be expected to last for a continuous period of six months or more, and such

impairment causes the individual to be unable to perform the duties of his position of employment or any substantially similar position of employment, the preceding sentence shall be deemed to refer to a 29-month period rather than to a six-month period; and

(2)

A sale of assets to an unrelated buyer that results in an individual working for the buyer or one of its affiliates shall not, by itself, constitute a “separation from service” for such individual unless MeadWestvaco, with the buyer’s written consent, so provides in writing 60 or fewer days before the closing of such sale.

(ff)

“Totally and Permanently Disabled” shall have the same meaning as under the last Qualified Plan covering the Participant.

(gg)

“Vested Benefit” shall mean a Participant’s benefit under Sections 4.01 and 4.02, or Section 4.03, as applicable, that has become vested under Section 5.01 or Section 4.05(b) and has not been forfeited under Section 5.02 or any other provision of the Plan.

(hh)

“Years of Appendix A Service” shall mean, with respect to a Participant listed in Appendix A, the number of years of service (in years and months) through December 31, 2003 shown for the Participant in Appendix A.

(ii)

“Years of Benefit Service” shall mean the Participant’s “Years of Benefit Service” under the applicable Qualified Plan; provided that a Participant who becomes an Inactive Participant and does not subsequently become an Active Participant shall not accrue Years of Benefit Service for the period after he ceased to be an Active Participant.

(jj)

“ Years of Plan Benefit Service” shall mean, for any Participant who is an Active Participant on or after September 1, 2006, the Participant’s Years of Benefit Service; provided that the Participant’s Years of Plan Benefit Service shall not exceed the number determined by subtracting 30 from his age (in years and completed months) on the date he commenced employment with the Employer or an Affiliate.

(kk)

“Years of Plan Vesting Service” shall mean the Participant’s “Years of Benefit Service” under the Qualified Plan.

2.02.

C ONSTRUCTION

(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;

(c)

The word “include” shall mean to include, but not to be limited to; and

(d)

Any reference to a statute or section of a statute shall further be a reference to any successor or amended statute or section, and any regulations or other guidance of general applicability issued thereunder.

2.03.

T IMING OF P AYMENTS

(a)

The phrase “as soon as practicable after” or any similar phrase shall mean the earliest administratively practicable date after the relevant date or event; provided that, in accordance with Treas. Reg. § 1.409A-3(b), such date shall be no later than the later of (1) the last day of the calendar year in which the relevant date or event occurs or (2) the 90th day following the occurrence of the relevant date or event.

(b)

To the extent that any payment under the Plan may be made within a specified number of days, or as soon as practicable, on or after any date or the occurrence of any date or event, the date of payment shall be determined by the Company in its sole discretion, and not by any Participant, beneficiary, or other individual.

3.01.

A CTIVE P ARTICIPATION

(a)

The persons listed in Appendix A (all of whom accrued benefits under the Pre-2004 Plan) who are employed by the Employer on January 29, 2004 shall continue to be Active Participants as of January 29, 2004.

(b)

Any other senior executive of the Employer who has been designated as eligible to participate in the Plan by a resolution adopted by the Committee shall become an Active Participant as of the date set forth in such resolution. The persons listed in Appendix B became Active Participants on January 29, 2004.

(c)

An Active Participant shall remain an Active Participant until the earlier of (1) his Termination Date or (2) such date as of which the Committee determines that he is no longer eligible to accrue benefits under the Plan.

(d)

No individual who is a “Cash Balance Participant” (as defined in an applicable Qualified Plan) shall be eligible to participate in the Plan.

3.02.

I NACTIVE P ARTICIPATION

(a)

An Active Participant shall become an “Inactive Participant” as of the date he ceases to be an Active Participant in accordance with Section 3.01(c).

(b)

The persons listed in Appendix D who are no longer accruing benefits under the Plan on January 29, 2004 shall continue to be Inactive Participants as of January 29, 2004.

(c)

An Inactive Participant shall remain an Inactive Participant for so long as his benefits under the Plan have not been paid.

4.01.

A MOUNT OF B ENEFITS

(a)

Unless he is listed in Appendix A (in which case Section 4.03 applies), the amount of the benefit under the Plan for any Participant who is an Active Participant on or after September 1, 2006, expressed as an annual amount payable beginning on the first day of the month coincident with or next following his Normal Retirement Date (or the first day of the month coincident with or next following his Termination Date, if later), shall be equal to the amount determined under paragraph (1), below, less the sum of the amounts determined under paragraphs (2) and (3), below, where:

(1)

The amount determined under this paragraph (1) equals (A) minus (B), where—

(A)

equals 1.6 percent of the Participant’s Plan FAP, multiplied by the sum, not to exceed 40, of (i) 75 percent of his Years of Plan Benefit Service and (ii) his Years of Benefit Service; and

(B)

equals 1.25 percent of his PIA multiplied by his Years of Benefit Service;

(2)

The amount determined under this paragraph (2) equals the total amount determined to be payable to the Participant under the Qualified Plans, expressed as an annual amount payable as a single-life annuity beginning on his Nominal Commencement Date, but not including any restructuring or other supplemental benefits payable to the Participant under such Qualified Plans.

(3)

The amount determined under this paragraph (3) equals the total amount, if any, determined to be payable to the Participant under the MeadWestvaco Corporation Retirement Restoration Plan (the “RRP,” including benefits accrued under any of the plans listed in Appendix C, which were merged into the RRP), and expressed as an annual amount payable as a single-life annuity beginning on his Nominal Commencement Date.

(b)

For purposes of Section 4.01(a), the amount payable to a Participant under the Qualified Plans and the RRP shall be determined without regard to any qualified domestic relations order (as defined in Section 414(p)(1)(A) of the Code) or other order or settlement agreement that reduces or divides the Participant’s benefit under such plans.

4.02.

N ORMAL AND E ARLY R ETIREMENT

(a)

A Participant whose Termination Date occurs on or after his Normal Retirement Date shall be entitled to receive his Vested Benefit under the Plan (if any) at the time and in the manner prescribed by Section 4.04 without any reduction for early commencement of benefits or any increase for late commencement of benefits (except as required by Section 4.04(a) with respect to delayed payments).

(b)

A Participant whose Termination Date occurs before his Normal Retirement Date, and who attains the Rule of 80 before his Termination Date, shall be entitled to receive his Vested Benefit (if any) at the time and in the manner prescribed by Section 4.04, but subject to the following:

(1)

If the Participant’s Termination Date occurs on or after his Early Retirement Date, such Vested Benefit shall be paid without any reduction for early commencement of benefits.

(2)

If the Participant’s Termination Date occurs before his Early Retirement Date, the amount determined under Section 4.01(a)(1) shall be reduced by 0.25 percent for each month by which his Nominal Commencement Date precedes the first day of the month coincident with or next following his Early Retirement Date; provided, however, that the reduction required by this paragraph shall be no greater than 21 percent.

(c)

A Participant whose Termination Date occurs before his Normal Retirement Date, and who does not attain the Rule of 80 before his Termination Date, shall be entitled to receive his Vested Benefit (if any) at the time and in the manner prescribed by Section 4.04, but subject to the following:

(1)

The amount determined under Section 4.01(a)(1) shall be reduced pursuant to the rules applicable to him under Section 5.2(a) of the Retirement Plan (including the proviso for any Participant who terminates employment with 20 or more Years of Benefit Service and after he has attained age 55), or any successor provision thereto (or the comparable provision of the applicable Qualified Plan, if the Retirement Plan is not the applicable Qualified Plan with respect to him).

(2)

The amount of the reduction required by paragraph (1), above, shall be calculated as if the Participant’s benefit commencement date were his Nominal Commencement Date.

(d)

For purposes of this Article 4:

(1)

A Participant attains the “Rule of 80” when the sum of his Age and Rule of 80 Service equals 80.

(2)

A Participant’s “Age” shall mean his complete years of age, plus the number of complete and partial calendar months starting after his most recent birthday, divided by 12.

(3)

“Rule of 80 Service” shall mean the Participant’s Years of Plan Vesting Service under the applicable Qualified Plan.

4.03.

P RE -2004 P ARTICIPANTS

(a)

Notwithstanding any provision of Section 4.01 or 4.02, the benefits of a Participant listed in Appendix A shall be as follows:

(1)

If the Participant’s Termination Date occurs on or after his Normal Retirement Date and after his benefit under the Plan becomes vested under Section 5.01(a) or (b), the amount of his benefit shall equal the greatest of: (A) the Participant’s All-MERP Benefit; (B) the Participant’s Grandfathered Benefit; or (C) the Participant’s Average Benefit.

(2)

If the Participant’s Termination Date occurs before his Normal Retirement Date but after his benefit under the Plan becomes vested under Section 5.01(a) or (b), the amount of his benefit shall equal the greatest of:

(A)

The Participant’s All-MERP Benefit, reduced by applying the rules set forth in Section 4.02(b) through (d);

(B)

The Participant’s Grandfathered Benefit, without any adjustment to account for termination of employment before or after age 62; or

(C)

The average of (i) and (ii), where:

(i)

equals the greater of (I) the amount determined under subparagraph (A), above; and (II) the amount determined under subparagraph (B), above; and

(ii)

equals the Participant’s Ongoing-SERP Benefit, reduced by applying Section E-4.2, based on the assumption that his benefit commencement date is his Nominal Commencement Date.

(3)

If the Participant’s Termination Date occurs before his benefit under the Plan becomes vested under Section 5.01(a) or (b), but after his Grandfathered Benefit becomes vested under Section 5.01(c), he shall receive his Grandfathered Benefit, without any adjustment to account for termination of employment before or after age 62.

(b)

For purposes of this Section 4.03:

(1)

A Participant’s All-MERP Benefit equals the amount described in Section 4.01(a).

(2)

A Participant’s Ongoing-SERP Benefit equals the amount determined by applying Section E-3 (not including Section E-3.3) to the Participant’s Final Average Earnings (as defined in Section E-3.4) as of his Termination Date.

(3)

A Participant’s Average Benefit equals the average of the amounts in subsections (A) and (B), where:

(A)

equals the greater of (i) the Participant’s All-MERP Benefit; or (ii) the Participant’s Grandfathered Benefit; and

(B)

equals the Participant’s Ongoing-SERP Benefit.

4.04.

F ORM AND T IME OF B ENEFIT P AYMENTS TO P ARTICIPANT

(a)

Participants Not Listed in Appendix A . The Vested Benefit, if any, of a Participant not listed in Appendix A shall be paid in the annuity form in which his benefit under the MeadWestvaco Corporation Retirement Restoration Plan (the “RRP”) is paid, commencing on the Participant’s Actual Commencement Date.

(1)

The first payment to any such Participant shall include the sum of all payments (if any) that would have been made up to his Actual Commencement Date if payments had commenced on his Nominal Commencement Date, plus interest on the delayed payments at the Plan Interest Rate.

(2)

If a Participant is not eligible to receive an annuity under the RRP, his benefit shall be paid in any annuity form permitted under the RRP, as elected by the Participant in accordance with the annuity election provisions of the RRP.

(b)

Participants Listed in Appendix A . The Vested Benefit, if any, of a Participant listed in Appendix A shall be paid at the time and in the form set forth below:

(1)

The Participant’s Grandfathered Benefit (if vested) shall be paid in the following form, as long as the Participant is living:

(A)

The actuarial present value (determined using the Qualified Plan Assumptions) of the Participant’s Grandfathered Benefit determined as of the later of (i) the first day of the month next following the Participant’s 62nd birthday or (ii) the Participant’s Nominal Commencement Date; plus

(B)

Interest at the rate required by subparagraph (A), above, for any period from the later date described in subparagraph (A), above, to the date on which the lump-sum payment is actually made; minus

(C)

The sum of the monthly Grandfathered Benefit payments previously made to him and interest on each such monthly payment, at the rate required by subparagraph (A), above, from the date of the monthly payment to the date on which the lump-sum payment is made.

(2)

The portion (if any) of the Participant’s Vested Benefit that exceeds the value of the Participant’s Grandfathered Benefit shall be paid at the time and in the form prescribed by Section 4.04(a).

(c)

Continuing Payments after Rehire . The form and time of payment of benefits to any Participant who has had a Termination Date shall not be affected in any way by a subsequent rehire. For example, payments that are required by the schedule set forth in this Section 4.04 shall not be suspended or otherwise delayed by reason of a Participant’s rehire.

4.05.

D ISABILITY

(a)

If, with or without reasonable accommodation, he is unable to continue working in his then-current position, he shall become an Inactive Participant pursuant to Sections 3.01(c) and 3.02(a);

(b)

If he has not satisfied the vesting requirements set forth in Section 5.01 and he remains Totally and Permanently Disabled, his benefit under the Plan shall become 100 percent vested as of the later of (i) his 55th birthday or (ii) his Termination Date; and

(c)

He shall receive his Vested Benefit under the Plan in the form prescribed by Section 4.04, commencing on his Actual Commencement Date.

4.06.

P RE -R ETIREMENT D EATH B ENEFITS

(a)

Death Before Nominal Commencement Date; Not Vested . Except as required by subsection (f), below (with respect to Grandfathered Benefits), if a Participant’s death occurs before his Nominal Commencement Date and (1) he has not completed at least five Years of Plan Vesting Service or (2) his Termination Date occurs before his 55th birthday and before his death, his benefit shall be forfeited and no death benefit shall be paid under the Plan with respect to him.

(b)

Death Before Nominal Commencement Date; Vested and Married . If a Participant has completed five or more Years of Plan Vesting Service and either (i) dies before his Termination Date or (ii) reaches age 55 before his Termination Date and dies before his Nominal Commencement Date, his surviving Spouse (if any) shall receive a preretirement death benefit under the Plan, commencing on the first day of the month next following the Participant’s death (or as soon as practicable thereafter), and calculated as follows:

(1)

If the Participant’s Termination Date occurred on or after his 55th birthday, his Spouse shall receive a preretirement survivor annuity, calculated in the same manner as the qualified preretirement survivor annuity payable to such Spouse under Section 7.1(a)(i) of the Retirement Plan (pre-retirement survivor pension if participant

dies at age 55 or older) or any successor provision thereto (or the comparable provision of the applicable Qualified Plan, if the Retirement Plan is not the applicable Qualified Plan with respect to the Participant).

(2)

If the Participant’s death occurs before his 55th birthday (and before his Termination Date), his Spouse shall receive a preretirement survivor annuity, calculated in the same manner as the qualified retirement survivor annuity payable to such Spouse under Section 7.1(a)(ii) of the Retirement Plan (pre-retirement survivor pension if participant dies before age 55) or any successor provision thereto (or the comparable provision of the applicable Qualified Plan, if the Retirement Plan is not the applicable Qualified Plan with respect to the Participant).

(c)

Death Before Nominal Commencement Date; Vested but Not Married . If a Participant meets all of the requirements set forth in Section 4.06(b) except that he does not have a Spouse at the time of his death, the benefit set forth in Section 4.06(b) shall be payable to a living beneficiary elected by the Participant in accordance with procedures established by the Plan Administrator. The death benefit described in this Section 4.06(c) shall not be paid on behalf of any Participant with respect to whom the Plan Administrator (or its designee) determines there is no valid beneficiary election (on the form designated by the Plan Administrator) on file.

(d)

Death After Nominal Commencement Date but Before Actual Commencement Date . If a Participant with a Vested Benefit dies after his Nominal Commencement Date but before his Actual Commencement Date, the Company shall pay to the Participant’s estate an amount equal to (1) the sum of the payments that would have been made to the Participant before his death if payments had started on his Nominal Commencement Date, plus (2) interest on each payment, at the Plan Interest Rate, from the date on which the payment would have been made if payments had commenced on the Participant’s Nominal Commencement Date to the actual payment date. In addition, if any portion of the Participant’s Vested Benefit was scheduled to be paid in the form of an annuity with a survivor benefit, such survivor benefit shall be paid in accordance with the terms of the annuity form.

(e)

Death After Actual Commencement Date . Except as required by subsection (f), below (with respect to Grandfathered Benefits), if a Participant dies after his Actual Commencement Date, no death benefit shall be paid on the Participant’s behalf unless payment of any portion of the Participant’s Vested Benefit had commenced in the form of an annuity with a survivor benefit. If payment of any portion of the Participant’s benefit had commenced in the form of an annuity with a survivor benefit, such survivor benefit shall be paid in accordance with the terms of the annuity form.

(f)

Grandfathered Death Benefit for Appendix A Participants . If (and only if) (1) a Participant listed in Appendix A dies before the commencement date for his Grandfathered Benefit, (2) the provisions of subsections (a)-(e), above, do not provide for any death benefit with respect to a Participant’s Grandfathered Benefit, and (3) the Participant is survived by a Spouse who satisfies the eligibility criteria set forth in Section E-9.1, such surviving Spouse shall receive a pre-retirement death benefit with respect to the Participant’s Grandfathered Benefit, calculated in accordance with subsection (b), above.

5.01.

V ESTING

(a)

A Participant shall become 100 percent vested in his benefit under the Plan if he attains age 55 before his Termination Date and he has five or more Years of Plan Vesting Service.

(b)

If a Participant’s Termination Date occurs by reason of an involuntary termination within 24 months after a Change of Control, he shall become 100 percent vested in his benefit under the Plan as of his Termination Date.

(c)

If the Termination Date of a Participant listed in Appendix A occurs under any of the following circumstances, he shall become 100 percent vested in his Grandfathered Benefit only:

(1)

The Participant’s Termination Date occurs after his 55th birthday but before he has five Years of Plan Vesting Service;

(2)

The Participant’s Termination Date occurs before his 55th birthday by reason of an involuntary termination that is not for Cause; or

(3)

A “Change in Control” (as defined in Section E-10.3) occurs, in which case he shall become 100 percent vested in his Grandfathered CIC Benefit (rather than in his Grandfathered Benefit).

5.02.

F ORFEITURE

(a)

Forfeiture of Benefits. A Participant shall not have any right to a benefit or payment under the Plan if his benefit under the Plan (including any benefit that has otherwise vested pursuant to Section 5.01) is forfeited under Section 5.02(a), (b) or (c), or Section 4.06. A Participant shall forfeit any portion of his benefit under the Plan that is not vested in accordance with the terms of the Plan as of his Termination Date, and such forfeiture shall not be reinstated if he is rehired unless provided otherwise in a resolution adopted by the Committee.

(b)

Termination for Cause. If a Participant’s employment with an Employer or Affiliate is terminated for Cause, his benefits under the Plan shall be automatically and permanently forfeited.

(c)

Competitive Activities, Solicitation, and Disparagement. If the Authorized Party determines that after a Participant’s Termination Date but before the Participant has received his entire Vested Benefit and without the express prior written consent of the Authorized Party, a Participant directly or indirectly, individually or as an agent, officer, director, employee, shareholder, partner or in any other capacity whatsoever:

(1)

has engaged, or is engaging, in any activity competitive with or adverse to the Employer’s or Affiliate’s businesses or in the sale, distribution, production, or attempted sale, distribution or production, of any goods, products or services then sold or being developed by any Employer or Affiliate;

(2)

personally engages in Competitive Activities or works for, owns, manages, operates, controls, or participates in the ownership, management, operation or control of, or provides consulting or advisory services to, any individual, partnership, firm, corporation, or institution engaged in Competitive Activities (provided that the Participant’s purchase or holding, for investment purposes, of securities of a publicly traded company shall not constitute “ownership” or “participation in ownership” for purposes of this Section 5.02(c)(2) so long as the Participant’s equity interest in any such company is less than a controlling interest);

(3)

solicits, induces, or attempts to induce any of the Company’s or an Affiliate’s employees to leave the employ of such Company or Affiliate;

(4)

makes disparaging remarks with respect to the Company, an Affiliate, any of the Company’s or Affiliates’ products or businesses, or any of the Company’s or Affiliates’ employees, directors, consultants, independent contractors, or other service providers;

(5)

communicates or reveals any secret or confidential information, knowledge, or data related to the Company or an Affiliate, and their respective businesses, except to the extent that the right to make such a communication or revelation is expressly protected by applicable law; or

(6)

otherwise violates the Company’s Code of Conduct in a man