THE EXECUTIVE NONQUALIFIED ?EXCESS? PLAN ADOPTION AGREEMENT

Exhibit 10.1

Principal Life Insurance Company, Raleigh, NC 27612
A member of the Principal Financial Group ^®

THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN

ADOPTION AGREEMENT

     THIS AGREEMENT is the adoption by SandRidge Energy, Inc. (the “Company”) of the Executive Nonqualified Excess Plan, which is attached hereto as Appendix 1 (“Plan”).

     WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and

     WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A; and

     WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain legal and tax advice from its professional advisors before adopting the Plan,

     NOW, THEREFORE, the Company hereby adopts the Plan in accordance with the terms and conditions set forth in this Adoption Agreement:

ARTICLE I

     Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan.

ARTICLE II

     The Employer hereby makes the following designations or elections for the purpose of the Plan:

2.6		Committee:				The duties of the Committee set forth in the Plan shall be satisfied by:
		___		(a)		Company.
		___		(b)		The administrative committee appointed by the Board to serve at the pleasure of the Board.
		___		(c)		Board.
		XX		(d)		Other (specify): Employee Benefits and Compensation Committee.

2.8		Compensation:				The “Compensation” of a Participant shall mean all of a Participant’s:
		XX		(a)		Base salary.
		___		(b)		Service Bonus.
		___		(c)		Performance-Based Compensation earned in a period of 12 months or more.
		___		(d)		Commissions.
		___		(e)		Compensation received as an Independent Contractor reportable on Form 1099.
		XX		(f)		Other: The Participant’s cash performance bonus earned during the Plan Year excluding non-performance bonuses such as retention bonuses, relocation pay, signing bonuses and holiday type bonuses.
2.9		Crediting Date: The Deferred Compensation Account of a Participant shall be credited with the amount of any Participant Deferral to such account at the time designated below:
		___		(a)		The last business day of each Plan Year.
		___		(b)		The last business day of each calendar quarter during the Plan Year.
		___		(c)		The last business day of each month during the Plan Year.
		___		(d)		The last business day of each payroll period during the Plan Year.
		___		(e)		Each pay day as reported by the Employer.
		XX		(f)		Any business day on which Participant Deferrals are received by the Provider.
		___		(g)		Other:                                                                .
2.13		Effective Date:
		___		(a)		This is a newly-established Plan, and the Effective Date of the Plan is                      .
		XX		(b)		This is an amendment and restatement of a plan named The SandRidge Energy, Inc. Nonqualified Excess Plan with an effective date of February 1, 2007 . The Effective Date of this amended and restated Plan is February 1, 2007 . This is amendment number 1 .
						XX		(i)		All amounts in Deferred Compensation Accounts shall be subject to the provisions of this amended and restated Plan.
						___		(ii)		Any Grandfathered Amounts shall be subject to the Plan rules in effect on October 3, 2004.

2.20		Normal Retirement Age: The Normal Retirement Age of a Participant shall be:
		XX		(a)		Age 60 .
		___		(b)		The later of age ___ or the ___ anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant commenced participation in the Plan.
		___		(c)		Other:                                                                .
2.23		Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are parties to the Plan:

Name of Employer		Address		Telephone No.		EIN
SandRidge Energy, Inc.		1601 N.W. Expressway Suite 1600		(405) 753-5500		76-0002820
		Oklahoma City, OK 73118
SandRidge Operating Company		1601 N.W. Expressway Suite 1600		(405) 753-5500		78-4178589
		Oklahoma City, OK 73118

2.26		Plan: The name of the Plan is The SandRidge Energy, Inc. Nonqualified Excess Plan .
2.28		Plan Year: The Plan Year shall end each year on the last day of the month of December .
2.30		Seniority Date: The date on which a Participant has:
		XX		(a)		Attained age 60 .
		___		(b)		Completed ___Years of Service from First Date of Service.
		___		(c)		Attained age ___and completed ___Years of Service from First Date of Service.
		___		(d)		Attained an age as elected by the Participant.
		___		(e)		Not applicable — distribution elections for Separation from Service are not based on Seniority Date.

4.1 Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have his Compensation (as selected in Section 2.8 of this Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:

		XX		(a)		Base salary:
						minimum deferral:                      %
						maximum deferral: $                      or 75 %
		___		(b)		Service Bonus:
						minimum deferral:                      %
						maximum deferral: $                      or       %
		___		(c)		Performance-Based Compensation:
						minimum deferral:                      %
						maximum deferral: $                      or          %
				(d)		Commissions:
						minimum deferral:                      %
						maximum deferral : $                      or                      %
		___		(e)		Form 1099 Compensation:
						minimum deferral:                      %
						maximum deferral : $                      or                      %
		XX		(f)		Other: Bonus described in Section 2.8 (f).
						minimum deferral:                      %
						maximum deferral: $                      or 75 %
		___		(g)		Participant deferrals not allowed.

4.2		Employer Credits: Employer Credits will be made in the following manner:
		XX		(a)		Employer Discretionary Credits : The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
						___		(i)		An amount determined each Plan Year by the Employer.
						XX		(ii)		Other: Discretionary credits will only be made to the extent a discretionary contribution is made under the 401(k) Plan .
		XX		(b)		Other Employer Credits : The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
						___		(i)		An amount determined each Plan Year by the Employer.
						XX		(ii)		Other: see Exhibit B .
		___		(c)		Employer Credits not allowed.
5.2		Disability of a Participant:
		XX		(a)		Participants may elect upon initial enrollment to have accounts distributed upon becoming Disabled.
		___		(b)		Participants may not elect to have accounts distributed upon becoming Disabled.
5.3		Death of a Participant: If the Participant dies while in Service, the Employer shall pay a benefit to the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account of the Participant determined as of the date payments to the Beneficiary commence, plus:
		___		(a)		An amount to be determined by the Committee.
		___		(b)		Other:                                                                .
		XX		(c)		No additional benefits.

5.4		In-Service or Education Distributions: In-Service and Education Accounts are permitted under the Plan:
		___		(a)		In-Service Accounts are allowed with respect to:
						___		Participant Deferral Credits only.
						___		Employer Credits only.
						___		Participant Deferral and Employer Credits.
						In-service distributions may be made in the following manner:
						___		Single lump sum payment.
						___		Annual installments over a term certain not to exceed ___years.
						Education Accounts are allowed with respect to:
						___		Participant Deferral Credits only.
						___		Employer Credits only.
						___		Participant Deferral and Employer Credits.
						Education Accounts distributions may be made in the following manner:
						___		Single lump sum payment.
						___		Annual installments over a term certain not to exceed ___years.
						If applicable, amounts not vested at the time payments due under this Section cease will be:
						___		Forfeited.
						___		Distributed at Separation from Service if vested at that time.
		XX		(b)		No In-Service or Education Distributions permitted.
5.5		Change in Control Event:
		XX		(a)		Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.
		___		(b)		Participants may not elect to have accounts distributed upon a Change in Control Event.
5.6		Unforeseeable Emergency Event:
		XX		(a)		Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.
		___		(b)		Participants may not apply to have accounts distributed upon a Unforeseeable Emergency event.

6. Vesting: An Active Participant shall be fully vested in the Employer Credits made to the Deferred Compensation Account upon the first to occur of the following events:

		XX		(a)		Normal Retirement Age.
		XX		(b)		Death.
		XX		(c)		Disability.
		XX		(d)		Change in Control Event.
		___		(e)		Other:                                           .
		XX		(f)		Satisfaction of the vesting requirement as specified below:
				XX		Employer Discretionary Credits:

					___				(i	)		Immediate 100% vesting.
					___			(ii)				100% vesting after                      Years of Service.
					___			(iii)				100% vesting at age                      .
				XX				(iv)				Number of Years						Vested
												of Service						Percentage
												Less than			1				0	%
															1				25	%
															2				50	%
															3				75	%
															4				100	%
															5					%
															6					%
															7					%
															8					%
															9					%
															10	or more				%

		For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
		___			(1	)		First Day of Service.
		XX			(2	)		Effective Date of Plan Participation.
		___			(3	)		Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.

XX		Other Employer Credits:

					___				(i	)		Immediate 100% vesting.
					___			(ii)				100% vesting after ______________ Years of Service.
					___			(iii)				100% vesting at age _______________.
				XX				(iv)				Number of Years						Vested
												of Service						Percentage
												Less than			1				0	%
															1				25	%
															2				50	%
															3				75	%
															4				100	%
															5					%
															6					%
															7					%
															8					%
															9					%
															10	or more				%

		For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
		___			(1	)		First Day of Service.
		XX			(2	)		Effective Date of Plan Participation.
		___			(3	)		Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.

7.1 Payment Options: Any benefit payable under the Plan upon a permitted Qualifying Distribution Event may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participation Agreement:

		(a)		Separation from Service prior to Seniority Date, or Separation from Service if Seniority Date is Not Applicable
				XX		(i)		A lump sum.
				___		(ii)		Annual installments over a term certain as elected by the Participant not to exceed ___years.
				___		(iii)		Other: ____________________________.

		(b)		Separation from Service on or After Seniority Date, If Applicable
				XX		(i)		A lump sum.
				XX		(ii)		Annual installments over a term certain as elected by the Participant not to exceed 5 years.
				___		(iii)		Other:                                                                .
		(c)		Separation from Service Upon a Change in Control Event
				XX		(i)		A lump sum.
				___		(ii)		Annual installments over a term certain as elected by the Participant not to exceed ___years.
				___		(iii)		Other:                                                                .
		(d)		Death
				XX		(i)		A lump sum.
				___		(ii)		Annual installments over a term certain as elected by the Participant not to exceed ___years.
				___		(iii)		Other:                                                                .
		(e)		Disability
				XX		(i)		A lump sum.
				___		(ii)		Annual installments over a term certain as elected by the Participant not to exceed ___years.
				___		(iii)		Other:                                                                .
				If applicable, amounts not vested at the time payments due under this Section cease will be:
				___		Forfeited.
				___		Distributed at Separation from Service if vested at that time.
		(f)		Change in Control Event
				XX		(i)		A lump sum.
				___		(ii)		Annual installments over a term certain as elected by the Participant not to exceed ___years.
				___		(iii)		Other:                                                                .
				___		(iv)		Not applicable.
				If applicable, amounts not vested at the time payments due under this Section cease will be:
				___		Forfeited.
				___		Distributed at Separation from Service if vested at that time.

		___		(a)		Notwithstanding any payment election made by the Participant, the vested balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum payment at the time designated under the Plan if at the time of a permitted Qualifying Distribution Event that is either a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable) the vested balance does not exceed $ ___. In addition, the Employer may distribute a Participant’s vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant’s entire interest in the Plan.
		___		(b)		There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant’s vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant’s entire interest in the Plan.

10.1 Contractual Liability: Liability for payments under the Plan shall be the responsibility of the:

		___		(a)		Company.
		XX		(b)		Employer or Participating Employer who employed the Participant when amounts were deferred.

14. Amendment and Termination of Plan: Notwithstanding any provision in this Adoption
Agreement or the Plan to the contrary, Section 2.5 of the Plan shall be amended to read as provided in attached Exhibit A . Section 4.2 (b) of the Plan shall be amended to read as provided in attached Exhibit B . Section 8.2 of the Plan shall be amended to read as provided in attached Exhibit C . Section 7.4 of the Plan shall be amended to read as provided in attached Exhibit D . Section 2.21 of the Plan shall be amended to read as provided in attached Exhibit E . Section 12.4 of the Plan shall read as provided in attached Exhibit F . Section 18 of the Plan shall read as provided in Exhibit G .

		___		There are no amendments to the Plan.

17.9 Construction: The provisions of the Plan shall be construed and enforced according to the laws of the State of Oklahoma , except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code.

     IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.

		SandRidge Energy, Inc. Name of Employer
		By:		/s/ Dirk M. Van Doren
				Authorized Person
		Date: July 11, 2008
The Plan is adopted by the following Participating Employers:
		SandRidge Operating Company Name of Employer
		By:		/s/ Dirk M. Van Doren
				Authorized Person
		Date: July 11, 2008

SandRidge Energy, Inc.
Executive Nonqualified Excess Plan
Exhibit A

     A “Change in Control Event” shall be deemed to have occurred if the conditions set forth in any one or more of the following shall have been satisfied:

     (a) The date that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations) (“Person”), other than a Participant or his affiliates or Tom L. Ward or his affiliates (the “Exempt Persons”), acquires ownership of stock that, together with stock held by such Person constitutes more than 50% of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes of this paragraph (a) the following acquisitions by a Person will not constitute a Change of Control Event: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (iv) any acquisition of additional stock by a Person already considered to own more than 50% of the Outstanding Company Common Stock or Outstanding Company Voting Securities.

     (b) The date a majority of the individuals who, as of January 1, 2008 (the “Measurement Date”), constitute the Board of Directors (the “Incumbent Board”) are replaced during any 12-month period. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the Measurement Date, but any such individual whose initial assumption of office occurs as a result of actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the Measurement Date.

     (c) The date any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company; provided, however, that any acquisition of additional control by a Person already considered to have caused a Change in Control Event in this subsection will not considered to cause a Change of Control Event under either this subsection or subsection (a) above.

     (d) The date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) all or substantially all of the assets of the Company, unless such assets are transferred to:

	(1)		A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;
	(2)		An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;
	(3)		A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or
	(4)		An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in subparagraph (d)(3) herein.

For purposes of paragraph (d) and except as otherwise provided in subparagraph (1), a person’s status is determined immediately after the transfer of the assets.

SandRidge Energy, Inc.
Executive Nonqualified Excess Plan
Exhibit B

               Each Plan Year, the Company will make an Employer Credit to this Plan on behalf of each Participant in an amount equal to (a) minus (b) below:

               (a) 15% of the Participant’s Compensation;

               (b) 15% of such Participant’s “eligible 401(k) compensation” which shall, for purposes of this Section 4.2(b), be defined as the Participant’s Compensation less the Participant’s Deferral Credits up to the limitations imposed by Section 401(a)(17) of the Internal Revenue Code for the applicable Plan Year.

Provided, however, the Employer Credit cannot exceed the Participant’s Deferral Credits for the applicable Plan Year. In order to be eligible to receive an Employer Credit for any Plan Year, the Participant must be employed on the last day of such Plan Year. In the event a Participant has terminated employment on or before the last day of the Plan Year and an Employer Credit has been allocated to the Participant’s Account for such Plan Year, the Employer Credit for the Plan Year shall be forfeited.

SandRidge Energy. Inc.
Executive Nonqualified Excess Plan
Exhibit C

          (a) Investment of Participant Deferral Credits. The portion of a Participant’s Deferred Compensation Account attributable to Participant Deferral Credits shall be credited with an investment return determined as if the account were invested in one or more investment funds made available by the Committee. The Participant shall elect the investment funds in which the portion of his Deferred Compensation Account attributable to Participant Deferral Credits shall be deemed to be invested. Such election shall be made in the manner prescribed by the Committee and shall take effect upon the entry of the Participant into the Plan. The investment election of the Participant shall remain in effect until a new election is made by the Participant. In the event the Participant fails for any reason to make an effective election of the investment return to be credited to his account, the investment return shall be determined by the Committee.

          (b) Investment of Employer Credits. The portion of a Participant’s Deferred Compensation Account attributable to Employer Credits will be deemed to be invested solely in shares of Company common stock (the “Stock”). Distributions of the Participant’s Deferred Compensation Account balance attributable to Employer Credits will be made in Stock. A Participant may not elect to diversify the portion of his Deferred Compensation Account attributable to Employer Credits. As soon as administratively possible following the last day of each calendar quarter the Company shall transfer to the trustee of the Trust either shares of Stock or cash equal to the amount of the Employer Credits for the quarter. If the company transfers cash, the trustee shall purchase shares of Stock on the open market as soon as administratively possible following the last business day of each calendar quarter. Shares of Stock shall be issued in the name of the trustee of the Trust. During the period Stock is held by the Trust, Participants will not have the right to vote such shares of Stock and the Participant will not have any other incidents of ownership or rights as a shareholder with respect to such Stock.

SandRidge Energy, Inc.
Executive Nonqualified Excess Plan

Exhibit D

          Section 7.4 shall be deleted from the Plan as the Company shall not have the discretion to distribute de minimis accounts.

SandRidge Energy. Inc.
Executive Nonqualified Excess Plan
Exhibit E

The Plan intends that only Employees shall be eligible to participate in the plan and that any reference to “Independent Contractors” is not applicable.

SandRidge Energy, Inc.
Executive Nonqualified Excess Plan
Exhibit F

12.4 Expenses: The Employer and the Committee shall not be obligated to incur any cost to defend against or set aside any judgment, decree, or order relating to the division , attachment, garnishment, or execution of or levy upon the Participant’s account or any distribution, including (but not limited to) any domestic relations proceeding. Notwithstanding the foregoing, if any such person is joined in any proceeding, the party may take such action as it considers necessary or appropriate to protect any and all of its legal rights, and the Participant (or Beneficiary) shall reimburse all actual fees of lawyers and legal assistants and expenses reasonably incurred by such party.

SandRidge Energy, Inc.
Executive Nonqualified Excess Plan
Exhibit G

18 Transition Rules: Section 18 shall only read as provided in Section 18.4. Sections 18.1, 18.2, and 18.3 are not applicable.

APPENDIX 1

THE EXECUTIVE NONQUALIFIED EXCESS PLAN
PLAN DOCUMENT

THE EXECUTIVE NONQUALIFIED EXCESS PLAN

      Section 1. Purpose:

     By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees or Independent Contractors of the Employer may elect to defer receipt of current Compensation from the Employer in order to provide retirement and other benefits on behalf of such Employees or Independent Contractors of the Employer, as selected in the Adoption Agreement. The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code (the “Code”). The Plan is also intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and independent contractors. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

      Section 2. Definitions:

     As used in the Plan, including this Section 2, references to one gender shall include the other, unless otherwise indicated by the context:

      2.1 “Active Participant” means, with respect to any day or date, a Participant who is in Service on such day or date; provided, that a Participant shall cease to be an Active Participant (i) immediately upon a determination by the Committee that the Participant has ceased to be an Employee or Independent Contractor, or (ii) at the end

of the Plan Year that the Committee determines the Participant no longer meets the eligibility requirements of the Plan.

      2.2 “Adoption Agreement” means the written agreement pursuant to which the Employer adopts the Plan. The Adoption Agreement is a part of the Plan as applied to the Employer.

      2.3 “Beneficiary” means the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan.

      2.4 “Board” means the Board of Directors of the Company, if the Company is a corporation. If the Company is not a corporation, “Board” shall mean the Company.

      2.5 “Change in Control Event” means an event described in Section 409A(a)(2)(A)(v) of the Code (or any successor provision thereto) and the regulations thereunder.

      2.6 “Committee” means the persons or entity designated in the Adoption Agreement to administer the Plan. If the Committee designated in the Adoption Agreement is unable to serve, the Employer shall satisfy the duties of the Committee provided for in Section 9.

      2.7 “Company” means the company designated in the Adoption Agreement as such.

      2.8 “Compensation” shall have the meaning designated in the Adoption Agreement.

      2.9 “Crediting Date” means the date designated in the Adoption Agreement for crediting the amount of any Participant Deferral Credits to the Deferred Compensation Account of a Participant. Employer Credits may be credited to the

Deferred Compensation Account of a Participant on any day that securities are traded on a national securities exchange.

      2.10 “Deferred Compensation Account” means the account maintained with respect to each Participant under the Plan. The Deferred Compensation Account shall be credited with Participant Deferral Credits and Employer Credits, credited or debited for deemed investment gains or losses, and adjusted for payments in accordance with the rules and elections in effect under Section 8. The Deferred Compensation Account of a Participant shall include any In-Service or Education Account of the Participant, if applicable.

      2.11 “Disabled” means Disabled within the meaning of Section 409A of the Code and the regulations thereunder. Generally, this means that the Participant is unable to engage in any substantial gainful activity 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 12 months, or 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 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Employer.

      2.12 “Education Account” is an In-Service Account which will be used by the Participant for educational purposes.

      2.13 “Effective Date” shall be the date designated in the Adoption Agreement.

      2.14 “Employee” means an individual in the Service of the Employer if the relationship between the individual and the Employer is the legal relationship of

employer and employee. An individual shall cease to be an Employee upon the Employee’s separation from Service.

      2.15 “Employer” means the Company, as identified in the Adoption Agreement, and any Participating Employer which adopts this Plan. An Employer may be a corporation, a limited liability company, a partnership or sole proprietorship.

      2.16 “Employer Credits” means the amounts credited to the Participant’s Deferred Compensation Account by the Employer pursuant to the provisions of Section 4.2.

      2.17 “Grandfathered Amounts” means, if applicable, the amounts that were deferred under the Plan and were earned and vested within the meaning of Section 409A of the Code and regulations thereunder as of December 31, 2004. Grandfathered Amounts shall be subject to the terms designated in the Adoption Agreement.

      2.18 “Independent Contractor” means an individual in the Service of the Employer if the relationship between the individual and the Employer is not the legal relationship of employer and employee. An individual shall cease to be an Independent Contractor upon the termination of the Independent Contractor’s Service. An Independent Contractor shall include a director of the Employer who is not an Employee.

      2.19 “In-Service Account” means a separate account to be kept for each Participant that has elected to take in-service distributions as described in Section 5.4. The In-Service Account shall be adjusted in the same manner and at the same time as the Deferred Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.

      2.20 “Normal Retirement Age” of a Participant means the age designated in the Adoption Agreement.

      2.21 “Participant” means with respect to any Plan Year an Employee or Independent Contractor who has been designated by the Committee as a Participant and who has entered the Plan or who has a Deferred Compensation Account under the Plan; provided that if the Participant is an Employee, the individual must be a highly compensated or management employee of the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

      2.22 “Participant Deferral Credits” means the amounts credited to the Participant’s Deferred Compensation Account by the Employer pursuant to the provisions of Section 4.1.

      2.23 “Participating Employer” means any trade or business (whether or not incorporated) which adopts this Plan with the consent of the Company identified in the Adoption Agreement.

      2.24 “Participation Agreement” means a written agreement entered into between a Participant and the Employer pursuant to the provisions of Section 4.1

      2.25 “Performance-Based Compensation” means compensation where the amount of, or entitlement to, the compensation is contingent on the satisfaction of preestablished organizational or individual performance criteria relating to a performance period of at least twelve months. Organizational or individual performance criteria are considered preestablished if established in writing within 90 days after the commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria are established. Performance-

based compensation may include payments based upon subjective performance criteria as provided in regulations and administrative guidance promulgated under Section 409A of the Code.

      2.26 “Plan” means The Executive Nonqualified Excess Plan, as herein set out and as set out in the Adoption Agreement, or as duly amended. The name of the Plan as applied to the Employer shall be designated in the Adoption Agreement.

      2.27 “Plan-Approved Domestic Relations Order” shall mean a judgment, decree, or order (including the approval of a