AFLAC INCORPORATED EXECUTIVE DEFERRED COMPENSATION PLAN

EXHIBIT 10.9

AFLAC INCORPORATED

EXECUTIVE DEFERRED COMPENSATION PLAN

AFLAC INCORPORATED

EXECUTIVE DEFERRED COMPENSATION PLAN

     Effective as of the 1st day of January, 2009, Aflac Incorporated (the “Controlling Company”) hereby amends and restates the Aflac Incorporated Executive Deferred Compensation Plan (the “Plan”).

BACKGROUND AND PURPOSE

      A.  Background . The Plan was initially adopted effective as of January 1, 1999, and was subsequently amended. Effective January 1, 2009, the Plan, as set forth in this document, is intended and should be construed as a restatement and continuation of the Plan as previously in effect.

      B.  Goal . The Controlling Company desires to provide its designated key management employees (and those of its affiliated companies that participate in the Plan) with an opportunity (i) to defer the receipt and income taxation of a portion of such employees’ annual compensation, and (ii) to the extent (if any) determined from time-to-time by the Controlling Company, to receive additional deferred compensation provided by the respective employers.

      C.  Purpose . The purpose of the Plan document is to set forth the terms and conditions pursuant to which these deferrals may be made and to describe the nature and extent of the employees’ rights to their deferred amounts.

      D.  Type of Plan . The Plan constitutes an unfunded, nonqualified deferred compensation plan that benefits certain designated employees who are within a select group of key management or highly compensated employees. It is intended that this Plan comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

STATEMENT OF AGREEMENT

     To amend and restate the Plan with the purposes and goals as hereinabove described, the Controlling Company hereby sets forth the terms and provisions of the Plan as follows:

AFLAC INCORPORATED
EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS

     For purposes of the Plan, the following terms, when used with an initial capital letter, shall have the meaning set forth below unless a different meaning plainly is required by the context.

      1.1 Account shall mean, with respect to a Participant or Beneficiary, the total dollar amount or value evidenced by the last balance posted in accordance with the terms of the Plan to the account record established for such Participant or Beneficiary. As determined by the Administrative Committee, an Account may be divided into separate subaccounts.

      1.2 Administrative Committee means the committee designated by the Compensation Committee to act on behalf of the Company to administer the Plan. If at any time the Compensation Committee has not designated an Administrative Committee, the Compensation Committee shall serve as the Administrative Committee. Subject to the limitation in Section 9.1 relating to decisions which affect solely their own benefits under the Plan, individuals who are management level employees and/or Participants may serve as members of the Administrative Committee. The Administrative Committee shall act on behalf of the Controlling Company to administer the Plan, all as provided in Article IX.

      1.3 Affiliate shall mean (i) with respect to a Participating Company, any corporation or other entity that is required to be aggregated with such Participating Company under Code Sections 414(b) or (c), and (ii) except as used in Sections 3.2(b), 5.2(f), 5.3 and 5.8, any other entity in which the Controlling Company has an ownership interest and which the Controlling Company designates as an Affiliate for purposes of the Plan. Notwithstanding the foregoing, for purposes of determining whether a Separation from Service has occurred with any Participating Company, the term “Affiliate” shall include such Participating Company and all entities that would be treated as a single employer with such Participating Company under Code Sections 414(b) or (c), but substituting “at least 50 percent” instead of “at least 80 percent” each place it appears in applying such rules.

      1.4 Annual Bonus shall mean, for a Participant for any Plan Year, that portion of an Eligible Employee’s compensation for that Plan Year payable before the Participant’s Separation from Service as an annual bonus under (i) the Aflac Management Incentive Plan or any successor plan thereto; or (ii) any annual sales-based bonus plan.

      1.5 Annual Bonus Contributions shall mean, for a Participant for any Plan Year, that portion of such Participant’s Annual Bonus deferred under the Plan pursuant to Section 3.2.

      1.6 Annual Bonus Election shall mean a written, electronic or other form of election permitted by the Administrative Committee, pursuant to which a Participant may elect to defer under the Plan all or a portion of his Annual Bonus.

      1.7 Base Salary shall mean, for a Participant for any Plan Year, the total of such Participant’s base salary, prior to any deductions, for such Plan Year payable before the Participant’s Separation from Service.

      1.8 Base Salary Contributions shall mean, for a Participant for each Plan Year, the portion of such Participant’s Base Salary deferred under the plan pursuant to Section 3.2.

      1.9 Beneficiary shall mean, with respect to a Participant, the person(s) designated in accordance with Section 11.1 to receive any death benefits that may be payable under the Plan upon the death of the Participant.

      1.10 Board shall mean the Board of Directors of the Controlling Company.

      1.11 Business Day shall mean each day on which the Trustee operates, and is open to the public, for its business.

      1.12 Change in Control .

           (a) General Definition . For purposes of a Participant’s Pre-409A Account, Change in Control shall mean the occurrence of any of the following events:

          (i) Any Person is or becomes the beneficial owner, directly or indirectly, of securities of the Controlling Company representing 30% or more of the combined voting power of the Controlling Company’s then outstanding securities; provided, for purposes of this subsection (i), securities acquired directly from the Controlling Company or its Affiliates shall not be taken into account as securities beneficially owned by such Person;

          (ii) During any period of 2 consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with the Controlling Company to effect a transaction described in subsection (i), (iii) or (iv) hereof) whose election by the Board or nomination for election by the Controlling Company’s shareholders was approved by a vote of at least 2/3 of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof;

          (iii) The shareholders of the Controlling Company approve a merger or consolidation of the Controlling Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Controlling Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Controlling Company, at least 75% of the combined voting power of the voting securities of the Controlling Company or such surviving entity outstanding immediately after such merger or consolidation; or (B) a merger or consolidation effected to implement a recapitalization of the Controlling

Company (or similar transaction) in which no Person acquires more than 50% of the combined voting power of the Controlling Company’s then outstanding securities; or

          (iv) The shareholders of the Controlling Company approve a plan of complete liquidation of the Controlling Company or an agreement for the sale or disposition by the Controlling Company of all or substantially all of the Controlling Company’s assets.

As used herein, the term “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as modified and used in Sections 13(d) and 14(d) thereof; provided, a Person shall not include (A) the Controlling Company or any of its subsidiaries; (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Controlling Company or any of its subsidiaries; (C) an underwriter temporarily holding securities pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the shareholders of the Controlling Company in substantially the same proportions as their ownership of stock of the Controlling Company.

           (b) Payment Definition Under Code Section 409A . For purposes of a Participant’s Post-409A Account, “Change in Control” shall mean any of the events specified in (i), (ii), (iii) or (iv) below, subject to the rules described in subsection (v) below:

          (i) Any one person, or more than one person acting as a group (as described below), acquires ownership of stock of the Controlling Company that, together with stock held by such person or group constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Controlling Company. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Controlling Company, the acquisition of additional stock by the same person or persons is not considered to cause a Change in Control. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Controlling Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this subsection. This subsection applies only when there is a transfer of stock of the Controlling Company (or issuance of stock of the Controlling Company) and stock in the Controlling Company remains outstanding after the transaction.

          (ii) Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Controlling Company possessing 30 percent or more of the total voting power of the stock of the Controlling Company. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Controlling Company, the acquisition of additional stock by the same person or persons is not considered to cause a Change in Control.

          (iii) A majority of members of the Controlling Company’s board of directors is replaced during any 12-month period by directors whose appointment or

election is not endorsed by a majority of the members of the Controlling Company’s board of directors before the date of the appointment or election.

          (iv) Any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Controlling Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Controlling Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Controlling Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

          (A) There is no Change in Control under this subsection (iv) when there is a transfer to an entity that is controlled by the shareholders of the Controlling Company immediately after the transfer, as provided in this subsection. A transfer of assets by the Controlling Company is not treated as a change in the ownership of such assets if the assets are transferred to:

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

          (2) An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Controlling Company;

          (3) A person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Controlling Company; or

          (4) An entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in subsection (3) above.

          (B) For purposes of this subsection (iv) and except as otherwise provided in Treasury Regulations, a person’s status is determined immediately after the transfer of the assets. For example, a transfer to a company in which the Controlling Company has no ownership interest before the transaction, but that is a majority-owned subsidiary of the Controlling Company after the transaction, is not treated as a Change in Control.

          (v) Additional Rules .

          (A) Persons Acting as a Group . Persons will not be considered to be acting as a group solely because they purchase assets of the same corporation at the same time with respect to subsection (iv), or solely because they purchase or own stock of the same corporation at the same time with respect to subsections (i), (ii) and (iii). However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets (with respect to subsection (iv)) or stock (with respect to subsections (i), (ii) and (iii)), or similar business transaction with the Controlling Company. If a person, including an entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets (with respect to subsection (iv)) or stock (with respect to subsections (i), (ii) and (iii)), or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

          (B) Attribution of Stock Ownership . For purposes of this section, Code Section 318(a) applies to determine stock ownership. Stock underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulations Section 1.83-3(b) and (j)), the stock underlying the option is not treated as owned by the individual who holds the option.

          (C) Acquisition of Additional Control . If any one person, or more than one person acting as a group, is considered to effectively control the Controlling Company (as determined under subsections (ii) and (iii)), the acquisition of additional control of the Controlling Company by the same person or persons is not considered to cause a Change in Control under subsections (i), (ii) or (iii).

      1.13 Code shall mean the Internal Revenue Code of 1986, as amended, and any succeeding federal tax provisions.

      1.14 Company Stock shall mean the $.10 par value common stock of the Controlling Company.

      1.15 Company Stock Fund shall mean an Investment Fund, the rate of return of which shall be determined as if the amounts deemed invested therein have been invested in shares of Company Stock. The aggregate of all Company Stock Units under the Plan shall constitute the Company Stock Fund.

      1.16 Company Stock Unit shall mean an accounting entry that is equal in value at any time to the current fair market value of one share of Company Stock, and that represents an unsecured obligation to pay that amount to a Participant in accordance with the terms of the Plan. A Company Stock Unit shall not carry any voting, dividend or other similar rights and shall not constitute an option or any other right to acquire any equity securities of the Controlling Company.

      1.17 Compensation Committee shall mean the Compensation Committee of the Board.

      1.18 Controlling Company shall mean Aflac Incorporated, a Georgia corporation with its principal place of business in Columbus, Georgia.

      1.19 Deferral Contributions shall mean, for each Plan Year, a Participant’s Base Salary Contributions and Annual Bonus Contributions deferred under the Plan pursuant to Section 3.2.

      1.20 Discretionary Contributions shall mean the amount (if any) credited to a Participant’s Account pursuant to Section 3.4.

      1.21 Effective Date shall mean January 1, 2009, the date that this amendment and restatement of the Plan shall be effective. The Plan was initially effective on January 1, 1999.

      1.22 Eligible Employee shall mean, for a Plan Year, an individual who is a U.S.-based employee of a Participating Company and who is an officer (other than an Assistant Vice President) of such Participating Company. The Compensation Committee, from time to time and in its sole discretion, may designate such other individuals, on an individual basis or as part of a specified group, as eligible to participate in the Plan.

      1.23 Eligible TD Participant shall mean, for the allocation of Matching Contributions under Section 3.3(a), any Participant who during a Plan Year is classified as a Territory Director by the Participating Company that employs him and either (i) is actively employed as a Territory Director by an Affiliate as of the last day of such Plan Year, or (ii) is not in the active employ of an Affiliate on the last day of such Plan Year due to his death during such Plan Year.

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

      1.25 FICA Tax shall mean the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2).

      1.26 Financial Hardship shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of the Participant’s dependent [as defined in Code Section 152(a)] or, with respect to distributions upon Financial Hardship from a Participant’s Post-409A Account, the Participant’s Beneficiary, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Financial Hardship shall be determined by the Administrative Committee on the basis of the facts of each

case, including information supplied by the Participant in accordance with uniform guidelines prescribed from time to time by the Administrative Committee; provided, the Participant will be deemed not to have a Financial Hardship to the extent that such hardship is or may be relieved:

          (a) Through reimbursement or compensation by insurance or otherwise;

          (b) By liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship; or

          (c) By cessation of deferrals under the Plan.

Examples of what are not considered Financial Hardships include the need to send a Participant’s child to college or the desire to purchase a home.

      1.27 Investment Election shall mean an election, made in such form as the Administrative Committee may direct, pursuant to which a Participant may elect the Investment Funds in which the amounts credited to his Account shall be deemed to be invested.

      1.28 Investment Funds shall mean the investment funds selected from time to time by the Administrative Committee for purposes of determining the rate of return on amounts deemed invested pursuant to the terms of the Plan.

      1.29 Key Employee shall mean a Participant who is a “specified employee” as defined in Code Section 409A as of: (i) for a Participant who Separates from Service on or after the first day of a calendar year and before the first day of the fourth month of such calendar year, the December 31 of the second calendar year preceding the calendar year in which such Participant Separates from Service; or (ii) for any other Participant, the preceding December 31. For purposes of identifying Key Employees, the Participant’s compensation shall mean all of the items listed in Treasury Regulations Section 1.415(c)-2(b), and excluding all of the items listed in Treasury Regulations Section 1.415(c)-2(c).

      1.30 Matching Contributions shall mean, the amount (if any) credited to a Participant’s Account pursuant to Section 3.3.

      1.31 Participating Company shall mean, as of the Effective Date, the Controlling Company and its Affiliates that are designated by the Controlling Company on Exhibit A hereto as Participating Companies herein. In addition, any other Affiliate in the future may adopt the Plan with the consent of the Compensation Committee, and such Affiliate’s name shall be added to Exhibit A without the necessity of amending the Plan.

      1.32 Participant shall mean any person who has been admitted to, and has not been removed from, participation in the Plan pursuant to the provisions of Article II.

      1.33 Payment Date shall mean the date on which all or a portion of the Participant’s benefit is scheduled to be paid (in the case of a lump-sum payment) or commenced (in the case of installment payments) pursuant to the terms of the Plan.

      1.34 Plan shall mean the Aflac Incorporated Executive Deferred Compensation Plan, as contained herein and all amendments hereto. For tax purposes and purposes of Title I of ERISA, the Plan is intended to be an unfunded, nonqualified deferred compensation plan covering certain designated employees who are within a select group of key management or highly compensated employees.

      1.35 Plan Year shall mean the 12-consecutive-month period ending on December 31 of each year.

      1.36 Post 409A Account shall mean the portion of a Participant’s Account that is not the Participant’s Pre-409A Account.

      1.37 Pre-409A Account shall mean the portion of a Participant’s Account attributable to the balance of the Participant’s Account that was earned and vested as of December 31, 2004.

      1.38 Salary Deferral Election shall mean a written, electronic or other form of election permitted by the Administrative Committee, pursuant to which a Participant may elect to defer under the Plan a portion of his Base Salary.

      1.39 Separate from Service or Separation from Service shall mean that a Participant separates from service with the Participating Company that is his employer and its Affiliates as defined in Code Section 409A and guidance issued thereunder. Generally, a Participant Separates from Service if the Participant dies, retires or otherwise has a termination of employment with all Affiliates, determined in accordance with the following:

           (a) Leaves of Absence . The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed 6 months, or, if longer, so long as the Participant retains a right to reemployment with an Affiliate under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only while there is a reasonable expectation that the Participant will return to perform services for an Affiliate. If the period of leave exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such 6-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such 6-month period.

           (b) Status Change . Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must Separate from Service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a Separation from Service. However, if a Participant provides services to Affiliates as an employee and as a member of the Board of Directors, the services provided as a director are not taken into account in determining whether the Participant has a Separation from Service as an employee for purposes of this Plan.

           (c) Termination of Employment . Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Affiliates and the Participant reasonably anticipate that (i) no further services will be performed after a certain date, or (ii) the level of bona fide services the Participant will perform after such date (whether as an employee or as an independent contractor) will permanently decrease to less than 50 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to all Affiliates if the Participant has been providing services to all Affiliates less than 36 months). Facts and circumstances to be considered in making this determination include, but are not limited to, whether the Participant continues to be treated as an employee for other purposes (such as continuation of salary and participation in employee benefit programs), whether similarly situated service providers have been treated consistently, and whether the Participant is permitted, and realistically available, to perform services for other service recipients in the same line of business. For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described in subsection (a) above, for purposes of this subsection the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this subsection (including for purposes of determining the applicable 36-month (or shorter) period).

      1.40 Stock Option Contributions shall mean, with respect to a Participant who held an option to purchase shares of the Controlling Company awarded to the Participant under a stock option program of the Controlling Company that was earned and vested as of (or before) December 31, 2004, as determined under Code Section 409A, shares of Company Stock payable to the Participant upon his exercise of such option that were deferred under the Plan and contributed to the Participant’s Pre-409A Account pursuant to the terms of the Plan as in effect before January 1, 2009.

      1.41 Surviving Spouse shall mean, with respect to a Participant, the person who is treated as married to such Participant under the laws of the state in which the Participant resides. The determination of a Participant’s Surviving Spouse shall be made as of the date of such Participant’s death.

      1.42 Trust or Trust Agreement shall mean the separate agreement or agreements between the Controlling Company and the Trustee governing the Trust Fund, and all amendments thereto.

      1.43 Trust Fund shall mean the total amount of cash and other property held by the Trustee (or any nominee thereof) at any time under the Trust Agreement.

      1.44 Trustee shall mean the party or parties so designated from time to time pursuant to the terms of the Trust Agreement.

      1.45 Valuation Date shall mean each Business Day; provided, the value of an Account on a day other than a Valuation Date shall be the value determined as of the immediately preceding Valuation Date.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

      2.1 Eligibility .

           (a) Annual Participation . Each individual who is an Eligible Employee as of the first day of a Plan Year shall be eligible to participate in the Plan for the entire Plan Year.

           (b) Interim Plan Year Participation . Each individual who becomes an Eligible Employee during a Plan Year shall be eligible to participate in the Plan for a portion of such Plan Year. Such individual’s participation shall become effective as of the first day of the calendar month coinciding with or next following the date he becomes an Eligible Employee.

      2.2 Procedure for Admission .

          The Administrative Committee may require a Participant to complete such forms and provide such data as the Administrative Committee determines in its sole discretion. Such forms and data may include, without limitation, a Salary Deferral Election, an Annual Bonus Election, the Eligible Employee’s acceptance of the terms and conditions of the Plan, and the designation of a Beneficiary to receive any death benefits payable hereunder.

      2.3 Cessation of Eligibility .

          The Administrative Committee may remove an employee from active participation in the Plan if he ceases to satisfy the criteria which qualified him as an Eligible Employee, in which case his contributions under the Plan shall not apply to compensation earned in any Plan Year after the Plan Year in which he ceases to satisfy the criteria which qualified him as an Eligible Employee. Following a Participant’s Separation from Service, no further Deferral Contributions will be made to the Plan for such Participant. Even if his active participation in the Plan ends, an employee shall remain an inactive Participant in the Plan until the earlier of (i) the date the full amount of his vested Account (if any) is distributed from the Plan, or (ii) the date he again becomes an Eligible Employee and recommences active participation in the Plan. During the period of time that an employee is an inactive Participant in the Plan, his Account shall continue to be credited with earnings as provided for in Section 3.6.

ARTICLE III
PARTICIPANTS’ ACCOUNTS; DEFERRALS AND CREDITING

      3.1 Participants’ Accounts .

           (a) Establishment of Accounts . The Administrative Committee shall establish and maintain an Account on behalf of each Participant. Each Account shall be credited with (i) Deferral Contributions (separated as necessary or helpful into Base Salary Contributions and Annual Bonus Contributions), (ii) Matching Contributions, (iii) Discretionary Contributions, (iv) Stock Option Contributions, and (v) earnings attributable to such Account, and shall be debited by the amount of all distributions. Each Account shall be subdivided into a Pre-409A Account and a Post-409A Account, which shall be separately accounted for under the Plan. Each Account of a Participant shall be maintained until the value thereof has been distributed to or on behalf of such Participant or his Beneficiary.

           (b) Nature of Contributions and Accounts . The amounts credited to a Participant’s Account shall be represented solely by bookkeeping entries. Except as provided in Article VIII, no monies or other assets shall actually be set aside for such Participant, and all payments to a Participant under the Plan shall be made from the general assets of the Participating Companies.

           (c) Several Liabilities . Each Participating Company shall be severally (and not jointly) liable for the payment of benefits under the Plan in an amount equal to the total of (i) all undistributed Deferral Contributions, (ii) all undistributed Matching Contributions, (iii) all undistributed Discretionary Contributions, (iv) all undistributed Stock Option Contributions, and (v) all investment earnings attributable to the amounts described in clauses (i)-(iv) hereof. The Administrative Committee shall allocate the total liability to pay benefits under the Plan among the Participating Companies, and the Administrative Committee’s determination shall be final and binding.

           (d) General Creditors . Any assets which may be acquired by a Participating Company in anticipation of its obligations under the Plan shall be part of the general assets of such Participating Company. A Participating Company’s obligation to pay benefits under the Plan constitutes a mere promise of such Participating Company to pay such benefits, and a Participant or Beneficiary shall be and remain no more than an unsecured, general creditor of such Participating Company.

      3.2 Deferral Contributions .

          Subject to the suspension period provided in Section 6.4(b), each Eligible Employee who is eligible to participate in the Plan for all or any portion of a Plan Year may elect to have Deferral Contributions made on his behalf for such Plan Year by completing and delivering to the Administrative Committee (or its designee) a Salary Deferral Election and/or an Annual Bonus Election, setting forth the terms of his election(s). Subject to the terms and conditions set forth below, a Salary Deferral Election may provide for the reduction of an

Eligible Employee’s Base Salary earned during the Plan Year for which the Salary Deferral Election is in effect, and an Annual Bonus Election shall provide for the reduction of an Eligible Employee’s Annual Bonus earned during the Plan Year for which the Annual Bonus Election is in effect. The following terms shall apply to such elections:

           (a) Effective Date .

          (i) General Deadline . A Participant’s Salary Deferral Election and Annual Bonus Election for the compensation earned during a Plan Year must be made before the first day of such Plan Year, except as provided in subsection (ii) below.

          (ii) Special Rule for New Participants .

          (A) Salary Deferrals . If a Participant initially becomes an Eligible Employee (determined in accordance with Code Section 409A) and does not make an initial Salary Deferral Election within the time period set forth in subsection (i) above, such Participant may make a prospective Salary Deferral Election (but not an Annual Bonus Election, except as provided in subsection (B)) either before or within 30 days after the date on which his participation becomes effective. Such election will apply to the Participant’s Base Salary for services performed after the Salary Deferral Election is made, starting with the second payroll period that begins after the 30-day period commencing on the date on which the Participant’s participation becomes effective.

          (B) Bonus Deferrals . If an individual is newly hired as an Eligible Employee during a Plan Year and is classified, on his or her hire date, as a Territory Director, and such Participant does not make an initial Annual Bonus Election within the time period set forth in subsection (i) above, such Participant may make a prospective Annual Bonus Election either before or within 30 days after the date on which his participation becomes effective. The amount of the Participant’s Annual Bonus deferred for the initial year of participation will not exceed the amount of the Annual Bonus, prorated for the portion of the performance period remaining in the Plan Year on the date when the Annual Bonus Election is made.

          (C) Rehires . If a former Eligible Employee again becomes an Eligible Employee under the Plan within 24 months after he ceased to be eligible under the Plan, such individual shall not be treated as newly eligible under the Plan upon return to eligible status for purposes of this subsection (ii).

           (b) Term and Irrevocability of Election . An Eligible Employee may change his Salary Deferral Election and/or Annual Bonus Election for the Plan Year any time prior to the deadlines specified in subsections (a)(i) or (a)(ii) above (as applicable to the Participant), only to the extent (if any) permitted by, and subject to any restrictions or procedures determined by, the Administrative Committee. Upon the latest of the deadlines specified in (a)(i) or (a)(ii) above that applies to an Eligible Employee, such Eligible Employee’s Salary Deferral Election and/or Annual Bonus Election, or failure to elect, shall become irrevocable for the Plan Year

except as provided under this subsection (b). Each Participant’s Salary Deferral Election and Annual Bonus Election shall remain in effect only for the Plan Year for which it is made. A Participant’s Salary Deferral Election and Annual Bonus Election shall be cancelled on the date the Participant receives a hardship distribution under an Affiliate’s tax-qualified retirement plan, but only to the extent that plan provides that a hardship distribution will be deemed necessary to satisfy an immediate and heavy financial need if the employee is prohibited from making elective contributions and employee contributions to all plans maintained by his employer for a period following the hardship distribution. A Participant’s Salary Deferral Election and Annual Bonus Election shall also be cancelled on the date the Participant Separates from Service. A Participant’s Salary Deferral Election and Annual Bonus Election may be cancelled in the discretion of the Administrative Committee as permitted under Code Section 409A (for example, on the date the Participant receives an unforeseeable emergency distribution pursuant to Code Section 409A, or hardship distribution under Treasury Regulations Section 1.401(k)-1(d)(3), under any plan maintained by an Affiliate); provided, the Participant shall not have a direct or indirect election regarding whether his Salary Deferral Election or Annual Bonus Election will be calculated pursuant to this sentence. If a Part