THE DIRECTV GROUP, INC. Executive Deferred Compensation Plan

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Exhibit 10.19

THE DIRECTV GROUP, INC.
Executive Deferred Compensation Plan

Amended and Restated Effective as of January 1, 2005

TABLE OF CONTENTS

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AMENDED AND RESTATED
THE DIRECTV GROUP, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
Effective as of January 1, 2005

Purpose

        The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of the DIRECTV Group, Inc. ("DIRECTV") formerly called Hughes Electronics Corporation, a Delaware corporation, and its subsidiaries and affiliates, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. This Plan was originally effective as of September 1, 1998 and was previously amended on July 10, 2001, December 19, 2002, December 22, 2003, January 1, 2005 and December 31, 2006. This plan is now amended and restated as of October 30, 2008 to be retroactively effective as of January 1, 2005 to comply with Internal Revenue Code Section 409A.

ARTICLE 1
Definitions

        For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1

"Account Balance" shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Deferral Account balance, (ii) the Company Contribution Account balance, (iii) the vested Company Matching Account balance, (iv) the Restricted Stock Unit Account balance, and (v) the Long-Term Achievement Plan Account balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2

"Annual Bonus" shall mean any compensation, in addition to Base Annual Salary relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, payable to a Participant as an Employee under any Employer's annual bonus and annual cash incentive plans, excluding stock options, and excluding compensation provided under the Incentive Plan.

1.3

"Annual Company Contribution Amount" shall mean, for any one Plan Year, the amount determined in accordance with Section 3.6.

1.4

"Annual Company Matching Amount" for any one Plan Year shall be the amount determined in accordance with Section 3.7.

1.5

"Annual Deferral Amount" shall mean that portion of a Participant's Base Annual Salary and Annual Bonus that a Participant elects to have and is deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant's Retirement, Disability (if deferrals cease in accordance with Section 8.1), death, Termination for Cause, or Separation from Service prior to the end of a Plan Year, such year's Annual Deferral Amount shall be the actual amount withheld prior to such event.

1.6

"Annual Installment Method" shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: The Account Balance of the Participant shall be calculated as of the close of business on the last business day of the year. The annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of annual

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payments due the Participant. By way of example, if the Participant elects a 10 year Annual Installment Method, the first payment shall be ¹ / 10 of the Account Balance, calculated as described in this definition. The following year, the payment shall be ¹ / 9 of the Account Balance, calculated as described in this definition. Each annual installment shall be paid on or as soon as practicable after the last business day of the applicable year.

1.7

"Annual Long-Term Achievement Plan Amount" shall mean, with respect to a Participant for any one Plan Year, Long-Term Achievement Plan Awards deferred into this Plan in accordance with Sections 3.3 and 3.5 of this Plan.

1.8

"Annual Restricted Stock Unit Amount" shall mean, with respect to a Participant for any one Plan Year, the Incentive Plan Restricted Stock Units deferred into this Plan in accordance with Section 3.5 of this Plan.

1.9

"Base Annual Salary" shall mean the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, directors fees and other fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee's gross income). Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant's gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

1.10

"Beneficiary" shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.11

"Beneficiary Designation Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.12

"Board of Directors" shall mean the Board of Directors of the Company.

1.13

"Cause" shall mean that the Committee, acting in good faith based upon the information then known to the Committee, after due inquiry, and upon reasonable grounds, determines that the Employee (i) has been convicted of, or has pleaded nolo contendere to, a felony, (ii) has used illegal drugs, (iii) has engaged in any activity which, in the opinion of the Committee, is competitive with any activity of the Company or any of its subsidiaries and affiliates (except that employment at the request of the Company with an entity in which the Company has, directly or indirectly, a substantial ownership interest, or other employment specifically approved by the Committee, shall not be considered to be an activity which is competitive with any activity of the Company or any of its subsidiaries and affiliates), or (iv) has acted either prior to or after termination of employment in any manner inimical or in any way contrary to the best interests of the Company or any of its subsidiaries and affiliates. The Employee shall furnish to the Committee such information with respect to the satisfaction of the foregoing as the Committee shall reasonably request.

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1.14

"Change in Control" shall mean the first to occur of the following:

(i)

A change in the ownership of the Company effective on the date that any person or more than one person acting as a group (as defined in paragraph (iv) below) acquires ownership of stock of the 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 Company.

(ii)

A change in the effective control of the Company occurs on the date that either (a) Any one person, or more than one person acting as a group (as defined in paragraph (iv) below), 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 Company possessing 50 percent or more of the total voting power of the stock of the Company; or (b) a majority of members of the 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 Company's board of directors prior to the date of the appointment or election. In the absence of an event described in paragraph (a) or (b), a change in the effective control of a corporation will not have occurred.

(iii)

A change in ownership of a substantial portion of the Company's assets which occurs on the date that any one person, or more than one person acting as a group (as defined in paragraph (iv)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or person) assets from the 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 Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Transfers to a related person. There is no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer, as provided herein. A transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to—

(a)

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

(b)

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

(c)

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 Company; or

(d)

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 paragraph (c).

For purposes of this paragraph (iii), and except as otherwise provided, a person's status is determined immediately after the transfer of the assets. For example, a transfer to a corporation in which the transferor corporation has no ownership interest before the transaction, but which is a majority-owned subsidiary of the transferor corporation after the transaction is not treated as a change in the ownership of the assets of the transferor corporation.

(iv)

Persons acting as a group. Persons will not be considered to be acting as a group solely because they purchase assets of the Company at the same time, or as a result of the same

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public offering. 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, or similar business transaction with the Company. If a person, including an entity shareholder, owns stock in both the Company and a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar transaction, with the Company, such shareholder is considered to be acting as a group with other shareholders in the corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

(v)

Any provision of the foregoing to the contrary notwithstanding, the reorganization of the Company shall not constitute a Change in Control, for purpose hereof.

1.15

"Claimant" shall have the meaning set forth in Section 14.1.

1.16

"Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.17

"Committee" shall mean the committee described in Article 12.

1.18

"Company" shall mean the DIRECTV Group, Inc. a Delaware corporation, and any successor to all or substantially all of the Company's assets or business or stock.

1.19

"Company Contribution Account" shall mean (i) the sum of the Participant's Annual Company Contribution Amounts, plus (ii) amounts credited or debited in accordance with all the applicable crediting or debiting provisions of this Plan that relate to the Participant's Company Contribution Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Company Contribution Account.

1.20

"Company Matching Account" shall mean (i) the sum of all of a Participant's Annual Company Matching Amounts, plus (ii) amounts credited or debited in accordance with all the applicable crediting or debiting provisions of this Plan that relate to the Participant's Company Matching Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Company Matching Account.

1.21

"Deduction Limitation" shall mean the following described limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise provided, this limitation shall be applied to all distributions that are "subject to the Deduction Limitation" under this Plan. If an Employer determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Employer would not be deductible by the Employer solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control is deductible, and in accordance with regulations under 409A, the Employer may defer all or any portion of a distribution under this Plan and, as applicable under 409A, all other plans or payments which could be delayed. Any amounts deferred pursuant to this limitation shall continue to be credited/debited with additional amounts in accordance with Section 3.9 below, even if such amount is being paid out in installments. The amounts so deferred and amounts credited thereon shall be distributed to the Participant or his or her Beneficiary (in the event of the Participant's death) at the earliest possible date, as determined by the Employer in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Employer during which the distribution is made will not be limited by Section 162(m), or if earlier, the effective date of a Change in Control. Notwithstanding anything to the contrary in this Plan, the Deduction Limitation shall not apply to any distributions made after a Change in Control.

1.22

"Deferral Account" shall mean (i) the sum of all of a Participant's Annual Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that

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relate to the Participant's Deferral Account, less (iii) the amount credited to a non-qualified contributory defined benefit plan on behalf of the Participant, pursuant to Section 3.3(c), and less (iv) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.

1.23

"Disability" shall mean a condition in which the 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 12 months; or (ii) is by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

1.24

"Disability Benefit" shall mean the benefit set forth in Article 8.

1.25

"Election Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.26

"Employee" shall mean a person who is an employee of any Employer.

1.27

"Employer(s)" shall mean the Company and/or any of its subsidiaries and affiliates (now in existence or hereafter formed or acquired) that have been selected by the Board of Directors to participate in the Plan and have adopted the Plan as a sponsor.

1.28

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time."

1.29

"First Plan Year" shall mean the period beginning September 1, 1998 and ending December 31, 1998.

1.30

"401(k) Plan" shall be that certain DIRECTV Thrift and Savings Plan, as it may be amended or restated from time to time, and any other such plan as approved by the Committee.

1.31

"Incentive Plan" shall mean the Hughes Electronics Corporation Incentive Plan, as amended and the DIRECTV Group 2004 Stock Plan as amended.

1.32

"Involuntary Termination" shall mean the severing of employment with all Employers involuntarily for any reason other than Cause, Retirement, Disability, death, or an authorized leave of absence.

1.33

"Long-Term Achievement Plan" shall mean the Hughes Electronics Corporation Long-Term Achievement Plan effective January 1, 1993, as it may be amended from time to time.

1.34

"Long-Term Achievement Plan Account" shall mean (i) the sum of all of a Participant's Annual Long-Term Achievement Plan Amounts deferred into this Plan, plus (ii) amounts credited or debited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the Participant's Long-Term Achievement Plan Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Long-Term Achievement Plan Account.

1.35

"Long-Term Achievement Plan Award" shall mean a right to receive incentive compensation under the Long-Term Achievement Plan. The Long-Term Achievement Plan Award may consist of DIRECTV common stock from the Incentive Plan.

1.36

"Participant" shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement has not terminated.

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1.37

"Plan" shall mean the Company's Executive Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.38

"Plan Agreement" shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant's Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.

1.39

"Plan Year" shall, except for the First Plan Year, mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.40

"Preretirement Survivor Benefit" shall mean the benefit set forth in Article 6.

1.41

"Restricted Stock Unit" shall mean a restricted stock unit granted to a Participant under the Incentive Plan.

1.42

"Restricted Stock Unit Account" shall mean (i) the sum of all of a Participant's Annual Restricted Stock Unit Amounts deferred into this Plan, plus (ii) amounts credited or debited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the Participant's Restricted Stock Unit Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Restricted Stock Unit Account.

1.43

"Retirement", "Retire(s)" or "Retired" shall mean, with respect to an Employee, severance from employment from all Employers for any reason other than a leave of absence, death, Termination for Cause, or Disability on or after (i) the date the Employee satisfies the requirements for retirement with an immediate annuity starting date under the DIRECTV Pension Plan or the tax-qualified defined benefit pension plan (if any) of the Employee's, Employer, or (ii) if the Employee's Employer does not sponsor a tax-qualified defined benefit pension plan or a tax-qualified defined contribution plan, the date the Employee would have satisfied the requirements for retirement with an immediate annuity starting date under the DIRECTV Pension Plan (or any successor plan to such plan) had the Employee's Employer been a sponsor of such plan. For purposes of this Section, an Employee is not considered to have satisfied the requirements for an immediate annuity starting date merely because the Employee is entitled to receive distribution of a small lump sum cash-out or a distribution of Employee contributions and earnings thereon.

1.44

"Retirement Benefit" shall mean the benefit set forth in Article 5.

1.45

"Section 16 Officer" shall mean a Participant who is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the regulations promulgated thereunder.

Separation from Service shall occur if a Participant dies, retires or otherwise has a termination of employment with the Employer. No Separation from Service shall occur while a participant is on military leave, sick leave or other bona fide leave of absence not exceeding six months so long as the Participant retains a right to reemployment, nor shall a Separation from Service occur if the level of bona fide services the Participant would perform after a certain date (whether as an Employee or independent contractor) would exceed 20 percent of the average level of bona fide services performed (whether as an Employee or an independent contractor) over the immediately

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preceding 36-month period (or the full period of services if the Employee has been providing the Employer services for less than 36 months) as provided in Tres. Reg. §1.409A-1(h)

1.46

"Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.47

"Stock" shall mean common stock of the Company.

1.48

"Termination of Employment" shall mean a voluntary termination, or involuntary termination or a Termination for Cause, or both.

1.49

"Termination for Cause Benefit" shall mean the benefit set forth in Section 7.1.

1.50

"Termination for Cause" shall mean the severing of employment with all Employers for Cause.

1.51

"Trust" shall mean one or more trusts which may be established pursuant to Article 15.

1.52

"Unforeseeable Financial Emergency" shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness, accident, or long-term Disability of the Participant or of a spouse, dependent or beneficiary of the Participant, (ii) a loss of the Participant's property due to casualty, (iii) funeral expenses of a spouse, dependent or beneficiary, or (iv) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

1.53

"Years of Service" shall mean the total number of full years of service for which a Participant is credited for vesting purposes under the 401(k) Plan, including years prior to the effective date of this Plan.

ARTICLE 2
Selection, Enrollment, Eligibility

2.1

Eligibility; Commencement of Participation .    Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period, that Employee shall commence participation in the Plan on the day the Employee completes all enrollment requirements. If an Employee fails to meet all such requirements within the period required, in accordance with Section 2.2, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents.

2.2

Enrollment Requirements .     As a condition to participation, each selected Employee shall complete, execute and return to the Committee an Election Form, a Plan Agreement and any additional forms deemed necessary by the Committee, all within 30 days after he or she is selected to participate in the Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

2.3

Selection .     Participation in the Plan shall be limited to a select group of management or highly compensated Employees of the Employers. From that group, the CEO of the Company shall select, in his or her sole discretion, Employees to participate in the Plan.

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ARTICLE 3
Deferral Commitments/Company Matching/Crediting/Taxes

3.1

Minimum Deferral .

(a)

Minimum Deferral .     For each Plan Year, a Participant may elect to defer any combination of his or her Base Annual Salary, Annual Bonus, Restricted Stock Units and Long-Term Achievement Plan Awards, if any, such that the total amount of the deferral equals at least $10,000 or any other number otherwise specified by the Committee from time to time. Deferral of a Long-Term Achievement Plan Award shall count toward the $10,000 minimum, regardless of the Plan Year in which such deferred amount shall actually be credited to the Participant's Account Balance. If an election is made for less than the stated minimum amount, or if no election is made, the amount deferred shall be zero.

(b)

Short Plan Year .     Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the minimum deferral shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

3.2

Maximum Deferral .

(a)

Maximum Deferral .     For each Plan Year, a Participant may elect to defer, in increments of 5%, Base Annual Salary, Annual Bonus, Restricted Stock Units and Annual Long-Term Achievement Plan Amounts up to the following maximum percentages for each deferral elected:

(b)

Annual Bonus .     A Participant's election to defer Annual Bonus may specify that no deferral shall be made with respect to the amount of such Participant's Annual Bonus up to a dollar amount specified by the Participant, and that a specified percentage (up to 80%) shall be deferred to the extent that the Annual Bonus exceeds such specified dollar amount.

(c)

Short Plan Year .     Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, (i) the maximum Annual Deferral Amount, with respect to Base Annual Salary shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance, and (ii) no deferral of the Annual Bonus for such Plan Year shall be permitted unless the Participant enrolls on a timely basis (as determined under Section 2.2) by submitting a Plan Agreement and Election Form to the Committee for acceptance on or before June 30 of such Plan Year.

(d)

Other Restrictions .     Any deferral of a Participant's Restricted Stock Units or Long-Term Achievement Plan Awards, if applicable, shall be subject to any limitations imposed by any DIRECTV Plan.

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3.3

Election to Defer; Effect of Election Form .

(a)

First Plan Year .     In connection with a Participant's commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(b)

Subsequent Plan Years .     For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering a new election form to the Committee, in accordance with its rules and procedures, by December 31 of the Plan Year preceding the Plan Year for which the election is made. If no such Election Form is timely delivered for a Plan Year, then the Participant shall be deemed to have elected an Annual Deferral Amount of zero.

(c)

Contribution to Non-Qualified Defined Benefit Plan .     For each Participant who participates in a non-qualified defined benefit pension plan in which Employee contributions are required, three percent of such Participant's Annual Deferral Amount shall not be credited to the Participant's Deferral Account. The three percent shall be contributed on the Participant's behalf to a non-qualified defined benefit pension plan as the Employee contribution on account of the Participant's Annual Deferral Amount. The Annual Company Matching Amount shall be calculated with respect to the Participant's entire Annual Deferral Amount, including the three percent which is contributed to the non-qualified defined benefit pension plan.

(d)

Restricted Stock Unit and Long-Term Achievement Plan Award Deferrals .     For an election to defer a Restricted Stock Unit to be valid: (i) a separate Election Form must be completed and signed by the Participant with respect to the deferral, and (ii) the Election Form must be timely delivered to the Committee and accepted by the Committee at least 1 year prior to the date the Restricted Stock Unit is scheduled to be paid. If these requirements are not met, then any election by a Participant to defer Restricted Stock Units will be deemed invalid. For an election to defer a Long-Term Achievement Plan Award to be valid, (i) a separate Election Form must be completed and signed by the Participant with respect to the deferral, and (ii) the Election Form must be timely delivered to the Committee and accepted by the Committee prior to the commencement of the 3 year cycle with respect to that Long-Term Achievement Plan Award. If these requirements are not met, then any election by a Participant to defer a Long-Term Achievement Plan Award will be deemed invalid.

(e)

" Cancellation of 2005 Deferral Elections .     With respect to any Participant whose separation from service with the Company occurs in 2005 and who is an officer of the Company with the title of Senior Vice President or higher, the Company may cancel Plan participation as to any amounts of elective and/or non elective deferred compensation that are deferred in 2005 by or on behalf of such Participant and that are subject to Code Section 409A, provided that the amounts that are subject to such cancellation are includable in the income of the Participant in the 2005 taxable year."

(f)

" Cancellation of Future Deferral Elections .     Other provisions to the contrary notwithstanding, as of December 31, 2006, no new deferral elections shall be honored. Plan participation as to amounts of elective and/or non elective deferred compensation shall be limited to deferrals of base annual salary for the 2006 Plan year. No existing deferral elections of monies or stock otherwise payable in 2007 and/or later will be allowed, or honored including, but not limited

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to, deferral elections for Bonus, Restricted Stock Units, Long-Term Achievement Plan Awards deferrals and any other previously made deferrals of compensation.

3.4

Withholding of Annual Deferral Amounts .     For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Annual Salary. The Annual Bonus portion of the Annual Deferral Amount shall be withheld at the time the Annual Bonus is or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.

3.5

Withholding of Annual Restricted Stock Unit Amount and Annual Long-Term Achievement Plan Amount .     For each Plan Year, the Annual Restricted Stock Unit Amount shall be withheld at the time that the Restricted Stock Unit(s) is, are, or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. For each Plan Year, the Annual Long-Term Achievement Plan Amount(s) shall be withheld at the time that the Long-Term Achievement Plan Award(s) is