FIFTH AMENDED AND RESTATED SYSCO CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 10.8

EXECUTION COPY

FIFTH AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

Effective July 2, 2008

FIFTH AMENDED AND RESTATED
SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

FIFTH AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

      WHEREAS , Sysco Corporation sponsors and maintains the Fourth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, effective as of January 1, 2005 (the “ Current Plan ”);

      WHEREAS , Section 9.1 of the Current Plan authorizes the Board of Directors of Sysco Corporation to amend the Current Plan;

      WHEREAS , the Board of Directors of Sysco Corporation has determined that it is in the best interests of Sysco Corporation and its current and former executives to amend and restate the Current Plan to: (i) reduce the investment return of the Default Investment and the interest rate applicable to installment payouts for certain amounts; (ii) remove the Variable Investment Option (as defined in the Current Plan) for distributions upon Retirement (as defined in the Current Plan); (iii) revise Section 9.2 to allow Sysco Corporation to change the crediting rate on Company Matches credited to a Participant’s Account after the effective date of this amendment; (iv) remove bonuses payable under the Sysco Corporation 2006 Supplemental Performance Based Bonus Plan from the definition of MIP Bonus; (v) revise the definition of Retirement; (vi) revise Section 6.7 to allow for a forfeiture for cause following a Participant’s termination of employment; (vii) revise Section 6.8 to clarify when a participant is competing with Sysco Corporation and to allow for a forfeiture for disclosing trade secrets or confidential information to a competitor; and (viii) revise Sections 6.7 and 6.8 to clarify the calculation of amounts subject to forfeiture.

      NOW, THEREFORE , Sysco Corporation hereby adopts the Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, effective July 2, 2008 (the “ Plan ”), as follows:

ARTICLE I

DEFINITIONS

      Account . “Account” means a Participant’s Account in the Deferred Compensation Ledger maintained by the Committee which reflects the entire interest of the Participant in the Plan, as adjusted herein for deemed Investment earnings and losses and credited interest. A Participant’s Account shall be comprised of, if applicable, such Participant’s Termination/Retirement Account and In-Service Account(s).

      Affiliate . “Affiliate” means any entity with respect to which SYSCO beneficially owns, directly or indirectly, at least 50% of the total voting power of the interests of such entity and at least 50% of the total value of the interests of such entity.

      Beneficiary . “Beneficiary” means a person or entity designated by the Participant under the terms of this Plan to receive any amounts distributed under the Plan upon the death of the Participant.

      Board of Directors . “Board of Directors” means the Board of Directors of SYSCO.

      Bonus Deferral . “Bonus Deferral” shall have the meaning set forth in Section 3.1.

      Bonus Deferral Election . “Bonus Deferral Election” shall have the meaning set forth in Section 3.1.

      Business Day . “Business Day” means during regular business hours of any day on which the New York Stock Exchange is open for trading.

      Change of Control . “Change of Control” means the occurrence of one or more of the following events:

          (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Act (a “ Person ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Act) of 20% or more of either (i) the then-outstanding shares of SYSCO common stock (the “ Outstanding SYSCO Common Stock ”) or (ii) the combined voting power of the then-outstanding voting securities of SYSCO entitled to vote generally in the election of directors (the “ Outstanding SYSCO Voting Securities ”); provided, however, that the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from SYSCO, (2) any acquisition by SYSCO, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by SYSCO or any Affiliate, or (4) any acquisition by any corporation; pursuant to a transaction that complies with subparagraphs (c)(i), (c)(ii) and (c)(iii) of this definition;

          (b) Individuals who, as of July 1, 2008, constitute the Board of Directors (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to July 1, 2008 whose election, or nomination for election by SYSCO’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an 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 Board of Directors;

          (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving SYSCO or any of its Affiliates, a sale or other disposition of all or substantially all of the assets of SYSCO, or the acquisition of assets or stock of another entity by SYSCO or any of its Affiliates (each, a “ Business Combination ”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding SYSCO Common Stock and the Outstanding SYSCO Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns SYSCO or all or substantially all of SYSCO’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding SYSCO Common Stock and the Outstanding SYSCO Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of SYSCO or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the

execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination; or

          (d) Approval by the stockholders of SYSCO of a complete liquidation or dissolution of SYSCO.

      Change of Control Period . “Change of Control Period” shall have the meaning set forth in Section 6.7(d).

      Claimant . “Claimant” shall have the meaning set forth in Section 7.7.

      Code . “Code” means the Internal Revenue Code of 1986, as amended from time to time.

      Company . “Company” means SYSCO and any Subsidiary that has adopted the Plan with the approval of the Committee, pursuant to Section 8.1.

      Company Match . “Company Match” shall have the meaning set forth in Section 3.2.

      Committee . “Committee” means the persons who are from time to time serving as members of the committee administering this Plan.

      Current Plan . “Current Plan” shall have the meaning set forth in the Recitals.

      Default Distribution Option . “Default Distribution Option” shall have the meaning set forth in Section 6.6(c)(iv).

      Default Investment . “Default Investment” means a hypothetical investment with a per annum investment return equal to Moody’s determined as of October 31 ^st of the calendar year prior to the calendar year for which such rate shall be effective, or such other Investment designated by the Committee as the “Default Investment” on Exhibit “A” attached hereto. The investment return of the Default Investment shall be re-determined annually as of November 1 ^st of the calendar year prior to the calendar year for which such rate shall be effective. The investment return, once established, shall be effective as of January 1 ^st of the calendar year following the calendar year in which such investment return is calculated and shall remain in effect for the entire calendar year.

      Deferrals . “Deferrals” shall mean Bonus Deferrals and Salary Deferrals.

      Deferral Election . “Deferral Election” shall mean a Bonus Deferral Election, a Salary Deferral Election or both.

      Deferred Compensation Ledger . “Deferred Compensation Ledger” means the ledger maintained by the Committee for each Participant which reflects the amount of the Participant’s Deferrals, Company Match, credits

and debits for deemed Investment earnings and losses and interest credited pursuant to Article IV, and cash distributed to the Participant or the Participant’s Beneficiaries pursuant to Article VI.

      Disability . “Disability” means that a Participant (i) 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 twelve (12) months; (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period not less than three (3) months under an accident and health plan covering employees of SYSCO and its Subsidiaries; or (iii) has been determined by the Social Security Administration to be totally disabled.

      Eligibility Date . “Eligibility Date” means the date as of which an employee of a Company is first eligible to participate in the Plan. An employee shall be notified of the employee’s Eligibility Date by the Committee or its designee.

      Fair Market Value . “Fair Market Value” means, with respect to any Investment, the closing price on the date of reference, or if there were no sales on such date, then the closing price on the nearest preceding day on which there were such sales, and in the case of an unlisted security, the mean between the bid and asked prices on the date of reference, or if no such prices are available for such date, then the mean between the bid and asked prices on the nearest preceding day for which such prices are available. With respect to any Investment which reports “net asset values” or similar measures of the value of an ownership interest in the Investment, Fair Market Value shall mean such closing net asset value on the date of reference, or if no net asset value was reported on such date, then the net asset value on the nearest preceding day on which such net asset value was reported. For any Investment not described in the preceding sentences, Fair Market Value shall mean the value of the Investment as determined by the Committee in its reasonable judgment on a consistent basis, based upon such available and relevant information as the Committee determines to be appropriate.

      Frozen Participant . “Frozen Participant” shall have the meaning set forth in Section 2.2.

      In-Service Account . “In-Service Account” means a separate recordkeeping account under a Participant’s Account in the Deferred Compensation Ledger that is created when a Participant elects a new In-Service Distribution Date with respect to amounts deferred hereunder.

      In-Service Distribution . “In-Service Distribution” means a payment to the Participant following the occurrence of an In-Service Distribution Date of the amount represented by the balance in the In-Service Account with respect to such In-Service Distribution Date.

      In-Service Distribution Date . “In-Service Distribution Date” means the date selected by the Participant following which the Participant’s applicable In-Service Account shall be paid.

      In-Service Distribution Election . “In-Service Distribution Election” shall have the meaning set forth in Section 6.6(a)(ii).

      Installment Distribution Option . “Installment Distribution Option” shall have the meaning set forth in Section 6.6(c)(i).

      Investment . “Investment” means the options set forth in Exhibit “A” attached hereto, including interest credited at the investment return of the Default Investment, as the same may be amended from time to time by the Committee in its sole and absolute discretion.

      Lump Sum Distribution Option . “Lump Sum Distribution Option” shall have the meaning set forth in Section 6.6(c)(ii).

      Management Incentive Plan . “Management Incentive Plan” means the Sysco Corporation 2005 Management Incentive Plan, as it may be amended from time to time, any successor plan, and, at the discretion of the Committee, any other management incentive plan of SYSCO.

      MIP Bonus . “MIP Bonus” means a bonus awarded or to be awarded to the Participant under the Management Incentive Plan.

      MIP Participation . “MIP Participation” means full years of participation in the Management Incentive Plan determined on an elapsed time basis. MIP Participation shall include the time a Frozen Participant was not eligible to participate in the Management Incentive Plan if, the Frozen Participant (i) was previously eligible to participate in the Management Incentive Plan, (ii) remains employed by SYSCO or a Subsidiary while such Frozen Participant was ineligible to participate in the Management Incentive Plan; and (iii) later becomes eligible to again participate in the Management Incentive Plan.

      Moody’s . “Moody’s” means, as of any specified date, the monthly average of the Moody’s Average Corporate Bond Yield (determined by dividing the sum of the Corporate Bond Yield Averages for each month, as published in Moody’s Bond Survey, by the number of months in the applicable calculation period) for either the

(i) six month period ending on the specified date or (ii) the twelve month period ending on the specified date whichever produces the higher rate.

      Participant . “Participant” means an employee of a Company who becomes eligible for or is participating in the Plan, and any other current or former employee of SYSCO or a Subsidiary who has an Account in the Deferred Compensation Ledger.

      Performance Based Compensation . “Performance Based Compensation” means compensation that is based on services performed over a period of at least twelve (12) months to the extent it is contingent on satisfaction of pre-established performance criteria and not readily ascertainable at the time of the Participant’s deferral election, as determined by the Committee in accordance with Section 409A.

      Plan . “Plan” means the Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, as set forth in this document and amended from time to time.

      Plan Year . “Plan Year” means a one-year period that coincides with the fiscal year of SYSCO. SYSCO has a 52/53 week fiscal year beginning on the Sunday next following the Saturday closest to June 30 ^th of each calendar year.

      Retirement . “Retirement” means any Separation from Service by a Participant from SYSCO and its Subsidiaries for any reason other than death or Disability on or after the earlier of (A) the date the Participant attains age sixty (60), (B) the date that the Participant has attained age fifty-five (55) and has at least fifteen (15) years of MIP Participation; or (C) with respect to a Participant’s Separation from Service from SYSCO and its Subsidiaries for any reason other than death or Disability occurring on or after January 1, 2009, the date that the Participant has attained age fifty-five (55) and has at least ten (10) years of SYSCO Service.

      Salary Compensation . “Salary Compensation” means any base salary plus any receipts of commission compensation which is otherwise payable to a Participant in cash by the Company in any calendar year. Specifically, “Salary Compensation” shall include contributions made by the Company on behalf of a Participant under any salary reduction or similar arrangement to a cafeteria plan described in Section 125 of the Code, elective contributions pursuant to an arrangement qualified under Section 401(k) of the Code, amounts contributed as Salary Deferrals under this Plan, and any additional amounts determined in the sole discretion of the Committee. “Salary Compensation” shall exclude moving expenses, any gross up of moving expenses to account for increased income taxes, Company contributions under any qualified retirement plan , Company accruals to a Participant’s account under the Sysco Corporation Supplemental

Executive Retirement Plan, any amounts payable to the Participant under the Sysco Corporation Mid-Term Incentive Cash Plan, a Participant’s MIP Bonus, any amounts relating to the grant of a stock option, the exercise of a stock option, or the sale or deemed sale of any shares thereby acquired, any compensation paid in the form of shares of SYSCO stock, bonus paid as an inducement to enter the employment of the Company, any severance payments or other compensation which is paid to a Participant as a result of the Participant’s termination of employment with the Company, and any additional amounts determined in the sole discretion of the Committee.

      Salary Deferral . “Salary Deferral” shall have the meaning set forth in Section 3.3.

      Salary Deferral Election . “Salary Deferral Election” shall have the meaning set forth in Section 3.3.

      Section 409A . “Section 409A” means Section 409A of the Code. References herein to “Section 409A” shall also include any regulatory and other interpretive guidance promulgated by the Treasury Department, including the Treasury Regulations, or the Internal Revenue Service under Section 409A of the Code.

      Securities Act . “Securities Act” means the Securities Exchange Act of 1934, as amended from time to time.

      Separation from Service . “Separation from Service” means a “separation from service” within the meaning of Section 409A.

      Specified Employee . “Specified Employee” means a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code. By way of clarification, “specified employee” means a “key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company. A Participant shall be treated as a key employee if the Participant meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on an Identification Date. If a Participant is a key employee as of an Identification Date, the Participant shall be treated as a Specified Employee for the twelve (12) month period beginning on the first day of the fourth month following such Identification Date. For purposes of any “Specified Employee” determination hereunder, the “Identification Date” shall mean the last day of the calendar year. The Committee may in its discretion amend the Plan to change the Identification Date, provided that any change to the Plan’s Identification Date shall not take effect for at least twelve (12) months after the date of the Plan amendment authorizing such change.

      Subsidiary . “Subsidiary” means (a) any corporation which is a member of a “controlled group of corporations” which includes SYSCO, as defined in Code Section 414(b), (b) any trade or business under “common control” with SYSCO, as defined in Code Section 414(c), (c) any organization which is a member of an “affiliated service group” which includes SYSCO, as defined in Code Section 414(m), (d) any other entity required to be aggregated with SYSCO pursuant to Code Section 414(o), and (e) any other organization or employment location designated as a “Subsidiary” by resolution of the Board of Directors or by the Committee for purposes of this Plan.

      SYSCO . “SYSCO” means Sysco Corporation, the sponsor of this Plan.

      SYSCO Service . “SYSCO Service” means service with SYSCO or a Subsidiary for which the Participant is awarded “credited service” under the Pension Plan for vesting purposes or would be awarded “credited service” under the Pension Plan for vesting purposes if the Participant was covered under the Pension Plan. For purposes of this definition, “Pension Plan” means the Sysco Corporation Retirement Plan, a defined benefit plan qualified under Section 401(a) of the Code, and any U.S. qualified defined benefit pension plan successor thereto.

      Termination . “Termination” means Separation from Service from SYSCO and its Subsidiaries, voluntarily or involuntarily, for any reason other than Retirement, death or Disability.

      Termination/Retirement Account . “Termination/Retirement Account” means that portion of a Participant’s Account in the Deferred Compensation Ledger that has not been allocated to In-Service Accounts.

      Treasury Regulations . “Treasury Regulations” means the Federal Income Tax Regulations, and to the extent applicable any Temporary or Proposed Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

      Total Payments . “Total Payments” means all payments or benefits received or to be received by a Participant in connection with a Change of Control of SYSCO and the termination of his employment under the terms of this Plan, the Sysco Corporation Supplemental Executive Retirement Plan, and in connection with a Change of Control of SYSCO under the terms of any stock option plan or any other plan, arrangement or agreement with the Company, its successors, any person whose actions result in a Change of Control or any person affiliated with the Company or who, as a result of the completion of transactions causing a Change of Control, become affiliated with the Company within the meaning of Section 1504 of the Code, taken collectively.

      Unforeseeable Emergency . “Unforeseeable Emergency” shall have the meaning set forth in Section 6.9.

ARTICLE II

ELIGIBILITY AND FROZEN PARTICIPANTS

     2.1 Eligibility . All participants in the Management Incentive Plan, exclusive of any participant whose compensation income from the Company is subject to taxation under the Canadian income tax laws, shall be eligible to participate in this Plan. However, the Committee retains the right to establish such additional eligibility requirements for participation in this Plan as it may determine is appropriate or necessary from time to time and has the right to determine, in its sole discretion, that any one or more persons who meet the eligibility requirements shall not be eligible to participate for one or more Plan Years beginning after the date they are notified of this decision by the Committee.

     2.2 Frozen Participants . An active Participant shall have his participation frozen (a “ Frozen Participant ”) as of the earliest of the date (a) he ceases to be a Participant in the Management Incentive Plan, (ii) his compensation income from the Company is subject to taxation under the Canadian income tax laws, (iii) he transfers from the Company to a non-participating Subsidiary, or (iv) the Committee exercises its discretion under the last sentence of Section 2.1. A Frozen Participant’s Deferral Elections for the Plan Year (for Bonus Deferrals) or the calendar year (for Salary Deferrals) shall remain in effect until the end of the Plan Year or calendar year, as applicable, in which such Participant becomes a Frozen Participant. A Frozen Participant shall not be eligible to make Deferral Elections until such time as he again becomes eligible to participate in the Plan, at which time any subsequent Deferral Elections shall be subject to the rules of Sections 3.1 or 3.3, as applicable.

ARTICLE III

PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS

     3.1 Bonus Deferral Election . A Participant may elect, what, if any, percentage of his MIP Bonus earned during a given Plan Year is to be deferred under this Plan (a “ Bonus Deferral Election ”), and such percentage shall be designated by the Participant pursuant to such form as approved by the Committee for this purpose (any such amount so deferred, a “ Bonus Deferral ”). To be eligible to make a Bonus Deferral Election for a given Plan Year, a Participant’s Eligibility Date must occur or have occurred on or before the first day of the Plan Year to which such Bonus Deferral Election relates. To make a Bonus Deferral Election, a Participant must complete, execute and file with the Committee a Bonus Deferral Election form within the applicable deadlines set forth below. A Bonus Deferral Election shall apply only with respect to the Plan Year specified in the Bonus Deferral Election form, and except as provided in Section 3.5 hereof, shall be irrevocable after the applicable deadline for making a Bonus Deferral Election for such Plan Year. To be effective, a Participant’s Bonus Deferral Election form must be received by the Committee within the period established by the Committee for a given Plan Year, provided that such period ends no later than the following times: (i) if the MIP Bonus qualifies as Performance Based Compensation (as applied on a Participant-by-Participant basis), the date that is six (6) months before the end of the Plan Year with respect to which such MIP Bonus is payable; or (ii) if the MIP Bonus does not qualify as Performance Based Compensation, the last day of the Plan Year immediately preceding the Plan Year with respect to which such MIP Bonus is payable. Prior to the period the Committee establishes for each Participant to make his Bonus Deferral Election, the Committee shall notify all eligible Participants of the maximum and minimum percentages of the MIP Bonus earned during a given Plan Year that may be deferred. If the Committee does not receive a Participant’s Bonus Deferral Election form within the period established for such purpose by the Committee for such Plan Year, the Participant shall be deemed to have elected not to make a Bonus Deferral Election for that Plan Year.

     3.2 Company Match . The Company shall award to each Participant who elects to defer a portion of his MIP Bonus under this Plan an amount equal to fifteen percent (15%) of that portion of the amount of the MIP Bonus deferred which is not in excess of twenty percent (20%) of his MIP Bonus, for a maximum potential match by the Company of three percent (3%) of the Participant’s MIP Bonus (any such amount so awarded, a “ Company

Match ”). Notwithstanding anything herein or otherwise to the contrary, in no event shall the calculation of the Company Match take into account amounts deferred pursuant to Section 3.3.

     3.3 Salary Deferral Election . A Participant may elect to defer under this Plan all or a portion of the Salary Compensation otherwise payable to the Participant by the Company (a “ Salary Deferral Election ”), which amount shall be designated by the Participant pursuant to such form as approved by the Committee for this purpose (any such amount so deferred, a “ Salary Deferral ”). To make a Salary Deferral Election, a Participant must complete, execute and file with the Committee a Salary Deferral Election form within the applicable deadlines set forth below. A Salary Deferral Election shall apply only with respect to the calendar year or portion thereof, specified in the Salary Deferral Election form, and, except as provided in Section 3.5 hereof, shall be irrevocable after the applicable deadline for making a Salary Deferral Election for such calendar year.

          (a) In General . To be effective, a Salary Deferral Election form must be received by the Committee, within the period established by the Committee for a given calendar year; provided that such period ends on or before December 31 of the year prior to the calendar year for which the Salary Deferral Election is to be effective. If the Committee fails to receive a Salary Deferral Election form from a Participant during the period established by the Committee for such calendar year, the Participant shall be deemed to have elected not to make a Salary Deferral Election for that calendar year.

          (b) Election for First Year as Participant . Notwithstanding the provisions of Section 3.3(a), in the calendar year in which a Participant first becomes eligible to participate in the Plan, the Participant may make a Salary Deferral Election with respect to all or a portion of such Participant’s Salary Compensation beginning with the payroll period next following the receipt of the Participant’s Salary Deferral Election form; provided that such Salary Deferral Election form is received by the Committee on or before the 30 ^th day following the Participant’s Eligibility Date. If the Committee does not receive such Participant’s Salary Deferral Election on or before the 30 ^th day following the Participant’s Eligibility Date, the Participant shall be deemed to have elected not to make a Salary Deferral Election for such calendar year. Salary Deferral Elections by such a Participant for succeeding calendar years shall otherwise be made in accordance with the provisions of Section 3.3(a).

          (c) Additional Rules and Procedures . The Committee shall have the discretion to adopt such additional rules and procedures applicable to Salary Deferral Elections that the Committee determines are necessary. By way of amplification and not limitation, the Committee shall have the authority to limit the amount of Salary

Compensation deferred by a Participant under this Plan for any calendar year, require a Participant to pay or provide for payment of cash to the Company, and/or take such other actions determined to be necessary where, as a result of a Participant’s Salary Deferral Election, the compensation payable to a Participant currently is less than such Participant’s tax withholding and other obligations.

     3.4 Discretionary Company Contributions . Notwithstanding anything to the contrary contained herein, if authorized by the Board of Directors or a committee thereof, the Company, may, pursuant to a written agreement approved by the Board of Directors or a committee thereof, cause the Company to make additional contributions to a Participant’s Account. Any discretionary Company contributions made pursuant to this Section 3.4 shall be credited to a Participant’s Termination/Retirement Account and shall be paid at the earliest to occur of a Participant’s death, Disability, Retirement or Termination. Unless otherwise expressly provided in such written agreement, such discretionary contributions by the Company shall vest in accordance with the provisions of Section 5.2 of the Plan.

     3.5 Cancellation of Deferral Elections upon the Occurrence of an Unforeseeable Emergency . Notwithstanding anything to the contrary contained herein, if a Participant requests a hardship withdrawal pursuant to Section 6.9, and the Committee determines that such Participant has suffered an Unforeseeable Emergency, the Participant may elect to cancel such Participant’s Deferral Elections in effect for such calendar year. Such election shall be made in writing by the Participant in such form as the Committee determines from time to time. In addition, if a Participant receives a hardship distribution under a 401(k) plan sponsored by the Company, all Deferral Elections in effect for the calendar year or Plan Year, as the case may be, in which such hardship distribution is made shall be cancelled, and such Participant may not make additional Deferral Elections for at least six (6) months following the receipt of such hardship distribution. Any subsequent Deferral Election shall be subject to the rules of Sections 3.1 or 3.3, as applicable.

ARTICLE IV

ACCOUNT

     4.1 Establishing a Participant’s Account . The Committee shall establish an Account for each Participant in a Deferred Compensation Ledger which shall be maintained by the Company. Each Account shall reflect the entire interest of the Participant in the Plan.

     4.2 Credit of the Participant’s Bonus Deferral and the Company’s Match . Upon completion of the Plan Year, the Committee shall determine, as soon as administratively practicable, the amount of a Participant’s MIP Bonus that has been deferred for that Plan Year and the amount of the Company Match that has been awarded to the Participant pursuant to Section 3.2 and shall credit those amounts to the Participant’s Account in the Deferred Compensation Ledger as of the July 1 ^st coincident with or closest to the end of the Plan Year for which the MIP Bonus was awarded.

     4.3 Credit of the Participant’s Salary Deferrals . The Participant’s Account in the Deferred Compensation Ledger shall be credited with Salary Deferrals, on the same day of each month on which cash compensation would otherwise have been paid to a Participant, with a dollar amount equal to the total amount by which the Participant’s cash compensation for such month was reduced in accordance with the Participant’s Salary Deferral Election.

     4.4 Deemed Investment of Deferrals . The credit balance of the Deferrals in the Participant’s Account shall be deemed invested and reinvested from time to time in such Investments as shall be designated by the Participant in accordance with the following:

          (a) Upon commencement of participation in the Plan, each Participant shall make a designation of the Investments in which the Deferrals in such Participant’s Account will be deemed invested. The Investments designated by a Participant shall be deemed to have been purchased on the date on which the Deferrals are credited to the Participant’s Account, or if such day is not a Business Day, on the first Business Day following such date. If a Participant has not made a designation of Investments in which such Participant’s Deferrals will be deemed invested, the credit balance of the Deferrals in the Participant’s Account shall be deemed to be invested in the Default Investment.

          (b) At such times and under such procedures as the Committee shall designate, each Participant shall have the right to (i) change the existing Investments in which the Deferrals in such Participant’s Account are

deemed invested by treating a portion of such Investments as having been sold and the new Investments purchased (i.e., an investment transfer), and (ii) change the Investments which are deemed purchased with future Deferrals credited to the Participant’s Account.

          (c) In the case of any deemed purchase of an Investment, the Participant’s Account shall be decreased by a dollar amount equal to the number of units of such Investment treated as purchased multiplied by the per unit net asset value of such Investment as of such date or, if such date is not a Business Day, on the first Business Day following such date, and shall be increased by the number of units of such Investment treated as purchased. In the case of any deemed sale of an Investment, the Participant’s Account shall be decreased by the number of units of such Investment treated as sold, and shall be increased by a dollar amount equal to the number of units of such Investment treated as sold multiplied by the net asset value of such Investment as of such date or, if such date is not a Business Day, on the first Business Day following such date.

          (d) In no event shall the Company be under any obligation, as a result of any designation of Investments made by Participants, to acquire any Investment assets, it being intended that the designation of any Investment shall only affect the determination of the amounts ultimately paid to a Participant.

          (e) In determining the amounts of all debits and credits to the Participant’s Account, the Committee shall exercise its reasonable best judgment, and all such determinations (in the absence of bad faith) shall be binding upon all Participants and their Beneficiaries. If an error is discovered in the Participant’s Account, the Committee, in its sole and absolute discretion, shall cause appropriate, equitable adjustments to be made as soon as administratively practicable following the discovery of such error or omission.

     4.5 Crediting of Earnings on Deferrals Invested